Common use of Covenants of the Investor Clause in Contracts

Covenants of the Investor. (a) The Investor agrees to hold the Shares subject to all applicable provisions of the Securities Act, applicable state securities laws, the Certificate of Incorporation and the Amended and Restated By-laws of the Company and this Agreement. The Investor shall give the Company prompt written notice of any such proposed disposition and shall not proceed with any such proposed disposition unless a registration under the Securities Act is in effect with respect to the Shares and all state securities laws have been complied with or unless the Company shall have received an opinion of counsel, satisfactory to the Company, to the effect that such registration is not required, and the Investor agrees that certificates representing the Shares issued to it pursuant hereto may bear the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. NEITHER THE SHARES NOR ANY INTEREST OR PARTICIPATION IN THE SHARES MAY BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, ENCUMBERED OR IN ANY OTHER MANNER TRANSFERRED OR DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT, UNLESS, IN THE OPINION (WHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION) OF COUNSEL SATISFACTORY TO THE CORPORATION, SUCH REGISTRATION IS NOT REQUIRED.