Common use of TRANSFER RESTRICTIONS IMPOSED BY SECURITIES LAWS Clause in Contracts

TRANSFER RESTRICTIONS IMPOSED BY SECURITIES LAWS. Each Purchaser understands that: no state or governmental authority has made any finding or determination relating to the fairness of the terms of the investment in the Company proposed hereunder and the Shares have not been registered under the Securities Act and applicable state securities laws, and, therefore, cannot be resold unless they are subsequently registered under the Securities Act and applicable state securities laws or unless an exemption from such registration is available; each Purchaser is and must be purchasing the Shares for investment for the account of such Purchaser and not for the account or benefit of others, and not with any present view toward resale or other distribution thereof. Each Purchaser agrees not to resell or otherwise dispose of all or any part of the Shares purchased by him, except as permitted by law, including, without limitation, any regulations under the Securities Act and applicable state securities laws; the Company does not have any present intention and is under no obligation to register the Shares under the Securities Act and applicable state securities laws, except as provided in Article V hereof; and Rule 144 or Rule 144A under the Securities Act may not be available as a basis for exemption from registration of the Shares thereunder.

TRANSFER RESTRICTIONS IMPOSED BY SECURITIES LAWS. Each of the Purchasers represents severally, but not jointly, that such Purchaser understands that: no state or governmental authority has made any finding or determination relating to that the fairness of the terms of the investment in the Company proposed hereunder and the Shares Securities have not been registered under the Securities Act and applicable state securities laws, and, therefore, cannot be resold unless they are subsequently registered under the Securities Act and applicable state securities laws or unless an exemption from such registration is available; each . Each of the Purchasers represents severally, but not jointly, that such Purchaser is and must be purchasing the Shares Securities for investment for the account of such Purchaser and not for the account or benefit of others, and not with any present view toward resale or other distribution thereof. Each Purchaser agrees severally, but not jointly, not to resell or otherwise dispose of all or any part of the Shares Securities purchased by himit, except as permitted by law, including, without limitation, any regulations under the Securities Act and applicable state securities laws; the Company does not have any present intention and is under no obligation to register the Shares Securities under the Securities Act and applicable state securities laws, except as provided in Article V hereofthe Stockholders Agreement; and Rule 144 or Rule 144A under the Securities Act may not be available as a basis for exemption from registration of the Shares Securities thereunder.

TRANSFER RESTRICTIONS IMPOSED BY SECURITIES LAWS. Each Designated Purchaser understands that: no state or governmental authority has made any finding or determination relating the Outstanding Shares to the fairness of the terms of the investment in the Company proposed hereunder and the Shares be purchased by such Designated Purchaser have not been registered under the Securities Act and or applicable state securities laws, and, therefore, cannot be resold unless they are subsequently registered under the Securities Act and applicable state securities laws or unless an exemption from such registration is available; each such Designated Purchaser is and must be purchasing the such Outstanding Shares for investment for the account of such Designated Purchaser and not for the account or benefit of others, and not with any present view toward resale or other distribution thereof. Each Such Designated Purchaser agrees shall not to resell or otherwise dispose of all or any part of the Shares purchased by himsuch Outstanding Shares, except as permitted by law, including, without limitation, any regulations under the Securities Act and applicable state securities laws; such Designated Purchaser understands that the Company does not have any present intention and is under no obligation to register the such Outstanding Shares under the Securities Act and applicable state securities laws, except as and to the extent provided in Article V 8 hereof; and such Designated Purchaser understands that Rule 144 or Rule 144A under the Securities Act may not be available as a basis for exemption from registration of the Shares thereundersuch Outstanding Shares.

TRANSFER RESTRICTIONS IMPOSED BY SECURITIES LAWS. Each The Purchaser understands that: no state or governmental authority has made any finding or determination relating to the fairness of the terms of the investment in the Company proposed hereunder and the Shares have not been registered under the Securities Act and applicable state securities laws, and, therefore, cannot be resold unless they are subsequently registered under the Securities Act and applicable state securities laws or unless an exemption from such registration is available; each the Purchaser is and must be purchasing the Shares for investment for the account of such the Purchaser and not for the account or benefit of others, and not with any present view toward resale or other distribution thereof. Each The Purchaser agrees not to resell or otherwise dispose of all or any part of the Shares purchased by himit, except as permitted by law, including, without limitation, any regulations under the Securities Act and applicable state securities laws; the Company does not have any present intention and is under no obligation to register the Shares under the Securities Act and applicable state securities laws, except as provided in Article V hereof; and Rule 144 or Rule 144A or other exemption under the Securities Act may not be available as a basis for exemption from registration of the Shares thereunder.