Common use of Exempt Securities Clause in Contracts

Exempt Securities. The parties hereto expect that the shares of Acquiror Common Stock to be issued in connection with the Merger will be exempt securities under the Securities Act of 1933, as amended (the "SECURITIES ACT"), by reason of Section 3(a)(10) thereof, and that the issuance of Acquiror Common Stock and Acquiror's assumption of Target Options and Target Warrants hereunder will be qualified under the securities laws of the State of California pursuant to Section 25121 thereof, after a fairness hearing (the "FAIRNESS HEARING") has been held pursuant to the authority granted by Section 25142 of such law. Each of Acquiror, Merger Sub and Target shall use their respective best efforts (a) to file an application for such hearing and qualification as soon as reasonably practicable after the date of this Agreement and (b) to obtain such qualification.