Common use of Compliance with Federal and State Securities Laws Clause in Contracts

Compliance with Federal and State Securities Laws. TMG and the Majority Interest Holders understand that the BARON ENERGY Shares have not been registered under the Securities Act. and that the BARON ENERGY Shares must be held indefinitely unless the sale or other transfer thereof is subsequently registered under the Securities Act or an exemption from such registration is available. Moreover, each Majority Interest Holder understands that transfer of the BARON ENERGY Shares will be subject to certain restrictions, which include restrictions against transfer under the Securities Act and applicable state securities laws. In addition to such restrictions, the Majority Interest Holder realizes that it may not be able to sell or dispose of the BARON ENERGY Shares as there may be no public or other market for them. Each Majority Interest Holder understands that certificates evidencing the BARON ENERGY Shares shall bear a legend substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR PLEDGED UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE LAW OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS

Compliance with Federal and State Securities Laws. TMG and the Majority Interest Holders understand The Shareholder understands that the BARON WENTWORTH ENERGY Shares have not been registered under the Securities Act. and The Shareholder understands that the BARON WENTWORTH ENERGY Shares must be held indefinitely unless the sale or other transfer thereof is subsequently registered under the Securities Act or an exemption from such registration is available. Moreover, each Majority Interest Holder the Shareholder understands that its right to transfer of the BARON WENTWORTH ENERGY Shares will be subject to certain restrictions, which include restrictions against transfer under the Securities Act and applicable state securities laws. In addition to such restrictions, the Majority Interest Holder Shareholder realizes that it may not be able to sell or dispose of the BARON WENTWORTH ENERGY Shares as there may be no public or other market for them. Each Majority Interest Holder The Shareholder understands that certificates evidencing the BARON WENTWORTH ENERGY Shares shall bear a legend substantially as follows: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE THE CERTIFICATE(S) TO BE ISSUED BY WENTWORTH ENERGY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE LAW. THEY THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED OR TRANSFERRED OR PLEDGED UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE LAW OR PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, UNLESS AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTSREQUIREMENTS EXISTS.

Compliance with Federal and State Securities Laws. TMG IBC, Xxxxxxxxx and the Majority Interest Holders Xxxxxxxxx understand that the BARON ENERGY 0xx Xxxxxx Shares have not been registered under the Securities Act. IBC, Xxxxxxxxx and Xxxxxxxxx understand that they may have to hold the BARON ENERGY 5th Avenue Shares must be held indefinitely unless and until the sale or other transfer thereof is subsequently registered under the Securities Act or an exemption from such registration is available. MoreoverIBC, each Majority Interest Holder understands Xxxxxxxxx and Xxxxxxxxx understand that their right to transfer of the BARON ENERGY 5th Avenue Shares will be subject to certain restrictions, which include restrictions against transfer under the Securities Act and applicable state securities laws. In addition to such restrictions, the Majority Interest Holder realizes IBC, Xxxxxxxxx and Xxxxxxxxx realize that it they may not be able to sell or dispose of the BARON ENERGY 0xx Xxxxxx Shares as there may be no public or other market for themthe 5th Avenue Shares. Each Majority Interest Holder understands IBC and its shareholders understand that certificates evidencing the BARON ENERGY 5th Avenue Shares shall bear a legend substantially as follows: THE SECURITIES SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR PLEDGED UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE LAW OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.

Compliance with Federal and State Securities Laws. TMG and the Majority Interest Holders understand The Subscriber understands that the BARON ENERGY Shares Securities being offered and sold hereunder have not been registered under the Securities Act. and The Subscriber understands that the BARON ENERGY Shares Securities being offered and sold hereunder must be held indefinitely indefinitely, unless the sale or other transfer thereof is subsequently registered under the Securities Act or an exemption from such registration is available. Moreover, each Majority Interest Holder the Subscriber understands that its right to transfer of the BARON ENERGY Shares Securities being purchased hereunder will be subject to certain restrictions, which include restrictions against transfer under the Securities Act Act, and applicable state securities laws. In addition to such restrictions, the Majority Interest Holder Subscriber realizes that it may not be able to sell or dispose of the BARON ENERGY Shares Securities being purchased hereunder as there may be no public or other market for them. Each Majority Interest Holder The Subscriber understands that certificates evidencing the BARON ENERGY Shares Securities being purchased hereunder shall bear a legend legend, substantially as follows: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), 1933 OR ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR PLEDGED UNLESS REGISTERED WITHOUT (1) REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE LAW LAW, OR PURSUANT (2) AN OPINION (REASONABLY SATISFACTORY TO AN EXEMPTION FROM SUCH THE COMPANY) OF COUNSEL THAT REGISTRATION REQUIREMENTSIS NOT REQUIRED.

Compliance with Federal and State Securities Laws. TMG and the Majority Interest Holders The Sellers understand that the BARON ENERGY Tel-Com Shares have not been registered under the Securities Act. and The Sellers understand that they may have to hold the BARON ENERGY Tel-Com Shares must be held indefinitely unless and until the sale or other transfer thereof is subsequently registered under the Securities Act or an exemption from such registration is available. Moreover, each Majority Interest Holder understands The Sellers understand that their right to transfer of the BARON ENERGY Tel-Com Shares will be subject to certain restrictions, which include restrictions against transfer under the Securities Act and applicable state securities laws. In addition to such restrictions, the Majority Interest Holder realizes Sellers realize that it they may not be able to sell or dispose of the BARON ENERGY Tel-Com Shares as there may be no public or other market for themthe Tel-Com Shares. Each Majority Interest Holder understands The Sellers understand that certificates evidencing the BARON ENERGY Tel-Com Shares shall bear a legend substantially as follows: THE SECURITIES SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR PLEDGED UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE LAW OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.

Compliance with Federal and State Securities Laws. TMG and the Majority Interest Holders understand that the BARON ENERGY Preferred Shares have not been registered under the Securities Act. and Holders understand that the BARON ENERGY Preferred Shares must be held indefinitely unless the sale or other transfer thereof is subsequently registered under the Securities Act or an exemption from such registration is available. Moreover, each Majority Interest Holder understands Holders understand that their right to transfer of the BARON ENERGY Preferred Shares will be subject to certain restrictions, which include restrictions against transfer under the Securities Act and applicable state securities laws. In addition to such restrictions, the Majority Interest Holder realizes Holders realize that it they may not be able to sell or dispose of the BARON ENERGY Preferred Shares as there may be no public or other market for them. Each Majority Interest Holder understands Holders understand that certificates evidencing the BARON ENERGY Preferred Shares shall bear a legend substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR PLEDGED UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE LAW OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS

Compliance with Federal and State Securities Laws. TMG WOW and the Majority Interest Holders Exchanging Shareholders understand that the BARON ENERGY Exchange Shares have not been registered under the Securities Act of 1933 (the “Securities Act”). WOW and the Exchanging Shareholders understand that the BARON ENERGY Exchange Shares must be held indefinitely unless the sale or other transfer thereof is subsequently registered by reason of a Registration Statement under the Securities Act or an exemption from such registration is availableavailable or pursuant to the terms of Rule 144 promulgated under the Securities Act. Moreover, each Majority Interest Holder understands WOW and the Exchanging Shareholders understand that their right to transfer of the BARON ENERGY Exchange Shares will be subject to certain restrictions, which include restrictions against transfer under the Securities Act and applicable state securities laws. In addition to such restrictions, WOW and the Majority Interest Holder realizes Exchanging Shareholders realize that it they may not be able to sell or dispose of the BARON ENERGY Exchange Shares as there may be no public or other market for them. Each Majority Interest Holder understands WOW and the Exchange Shareholders understand that certificates evidencing the BARON ENERGY Shares shall bear a legend legends substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR PLEDGED UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE LAW OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS

Compliance with Federal and State Securities Laws. TMG and the Majority Interest Holders understand Each TradeQwest Shareholder understands that the BARON ENERGY Pangaea Shares have not been registered under the Securities Act. and Such TradeQwest Shareholder understands that the BARON ENERGY Pangaea Shares must be held indefinitely unless the sale or other transfer thereof is subsequently registered under the Securities Act or an exemption from such registration is available. Moreover, each Majority Interest Holder such TradeQwest Shareholder understands that his right to transfer of the BARON ENERGY Pangaea Shares will be subject to certain restrictions, which include restrictions against transfer under the Securities Act and applicable state securities laws. In addition to such restrictions, the Majority Interest Holder such TradeQwest Shareholder realizes that it he may not be able to sell or dispose of the BARON ENERGY Pangaea Shares as there may be no public or other market for them. Each Majority Interest Holder Such TradeQwest Shareholder understands that certificates evidencing the BARON ENERGY Shares shall bear a legend substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR PLEDGED UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE LAW OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.

Compliance with Federal and State Securities Laws. TMG and Each Stockholder understands, notwithstanding the Majority Interest Holders understand that registration rights in Section 8(g) herein, the BARON ENERGY GLBN Shares have not been registered under the Securities Act. and Each Stockholder understands that the BARON ENERGY GLBN Shares must be held indefinitely unless the sale or other transfer thereof is subsequently registered under the Securities Act or an exemption from such registration is available. Moreover, each Majority Interest Holder Each Stockholder understands that such Stockholder's right to transfer of the BARON ENERGY GLBN Shares will be subject to certain restrictions, which include restrictions against transfer under the Securities Act and applicable state securities laws. In addition to such restrictions, the Majority Interest Holder each Stockholder realizes that it may not be able to sell or dispose of the BARON ENERGY GLBN Shares as there may be no public or other market for themthe GLBN Shares. Each Majority Interest Holder Stockholder understands that certificates evidencing the BARON ENERGY GLBN Shares shall bear a legend substantially as follows: THE SECURITIES SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR PLEDGED UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE LAW OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.

Compliance with Federal and State Securities Laws. TMG and the Majority Interest Holders understand The Purchaser understands that the BARON ENERGY Securities Shares have not been registered under the Securities Act. and The Purchaser understands that the BARON ENERGY Shares Securities must be held indefinitely unless the sale or other transfer thereof is subsequently registered under the Securities Act or an exemption from such registration is available. Moreover, each Majority Interest Holder the Purchaser understands that its right to transfer of the BARON ENERGY Shares Securities will be subject to certain restrictions, which include restrictions against transfer under the Securities Act and applicable state securities laws. In addition to such restrictions, the Majority Interest Holder Purchaser realizes that it may not be able to sell or dispose of the BARON ENERGY Shares Securities as there may be no public or other market for them. Each Majority Interest Holder The Purchaser understands that certificates evidencing the BARON ENERGY Shares Securities shall bear a legend substantially as follows: THE SECURITIES SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR PLEDGED UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE LAW OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.

Compliance with Federal and State Securities Laws. TMG and the Majority Interest Holders understand Each Trans-Century Shareholder understands that the BARON ENERGY eInsure Shares have not been registered under the Securities Act. and Such Trans-Century Shareholder understands that the BARON ENERGY eInsure Shares must be held indefinitely unless the sale or other transfer thereof is subsequently registered under the Securities Act or an exemption from such registration is available. Moreover, each Majority Interest Holder such Trans-Century Shareholder understands that his right to transfer of the BARON ENERGY eInsure Shares will be subject to certain restrictions, which include restrictions against transfer under the Securities Act and applicable state securities laws. In addition to such restrictions, the Majority Interest Holder such Trans-Century Shareholder realizes that it he or she may not be able to sell or dispose of the BARON ENERGY eInsure Shares as there may be no public or other market for them. Each Majority Interest Holder Such Trans-Century Shareholder understands that certificates evidencing the BARON ENERGY Shares shall bear a legend substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR PLEDGED UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE LAW OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.

Compliance with Federal and State Securities Laws. TMG and the Majority Interest Holders understand The Shareholder understands that the BARON ENERGY CCC Shares have not been registered under the Securities Act. and The Shareholder understands that the BARON ENERGY CCC Shares must be held indefinitely unless the sale or other transfer thereof is subsequently registered under the Securities Act or an exemption from such registration is available. Moreover, each Majority Interest Holder the Shareholder understands that its right to transfer of the BARON ENERGY CCC Shares will be subject to certain restrictions, which include restrictions against transfer under the Securities Act and applicable state securities laws. In addition to such restrictions, the Majority Interest Holder Shareholder realizes that it may not be able to sell or dispose of the BARON ENERGY CCC Shares as there may be no public or other market for them. Each Majority Interest Holder The Shareholder understands that certificates evidencing the BARON ENERGY Shares shall bear a legend substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR PLEDGED UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE LAW OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS

Compliance with Federal and State Securities Laws. TMG and the Majority Interest Holders understand The Shareholder understands that the BARON ENERGY JRCI Shares have not been registered under the Securities Act. and The Shareholder understands that the BARON ENERGY JRCI Shares must be held indefinitely unless the sale or other transfer thereof is subsequently registered under the Securities Act or an exemption from such registration is available. Moreover, each Majority Interest Holder the Shareholder understands that its right to transfer of the BARON ENERGY JRCI Shares will be subject to certain restrictions, which include restrictions against transfer under the Securities Act and applicable state securities laws. In addition to such restrictions, the Majority Interest Holder Shareholder realizes that it may not be able to sell or dispose of the BARON ENERGY JRCI Shares as there may be no public or other market for them. Each Majority Interest Holder The Shareholder understands that certificates evidencing the BARON ENERGY Shares shall bear a legend substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR PLEDGED UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE LAW OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS

Compliance with Federal and State Securities Laws. TMG and the Majority The Interest Holders understand Holder understands that the BARON ENERGY ECONTENT Shares have not been registered under the Securities Act. and The Interest Holder understands that the BARON ENERGY ECONTENT Shares must be held indefinitely unless the sale or other transfer thereof is subsequently registered under the Securities Act or an exemption from such registration is available. Moreover, each Majority the Interest Holder understands that its right to transfer of the BARON ENERGY ECONTENT Shares will be subject to certain restrictions, which include restrictions against transfer under the Securities Act and applicable state securities laws. In addition to such restrictions, the Majority Interest Holder realizes that it may not be able to sell or dispose of the BARON ENERGY ECONTENT Shares as there may be no public or other market for them. Each Majority The Interest Holder understands that certificates evidencing the BARON ENERGY Shares shall bear a legend substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR PLEDGED UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE LAW OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS

Compliance with Federal and State Securities Laws. TMG and the Majority Interest Holders understand GLBN understands that the BARON ENERGY Xxxxxx Shares have not been registered under the Securities Act. and GLBN understands that the BARON ENERGY Xxxxxx Shares must be held indefinitely unless the sale or other transfer thereof is subsequently registered under the Securities Act or an exemption from such registration is available. Moreover, each Majority Interest Holder GLBN understands that its right to transfer of the BARON ENERGY Xxxxxx Shares will be subject to certain restrictions, which include restrictions against transfer under the Securities Act and applicable state securities laws. In addition to such restrictions, the Majority Interest Holder GLBN realizes that it may not be able to sell or dispose of the BARON ENERGY Xxxxxx Shares as there may be no public or other market for themthe Xxxxxx Shares. Each Majority Interest Holder GLBN understands that certificates evidencing the BARON ENERGY Xxxxxx Shares shall bear a legend substantially as follows: THE SECURITIES SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR PLEDGED UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE LAW OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.