Common use of No Registration Under the Securities Act Clause in Contracts

No Registration Under the Securities Act. The Shareholder understands that the shares of Parent Corporation Common Stock to be issued to the Shareholder under this Agreement have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon exemptions contained in the Securities Act or interpretations thereof, and cannot be offered for sale, sold or otherwise transferred unless such shares of Parent Corporation Common Stock are so registered or qualify for exemption from registration under the Securities Act. The Shareholder acknowledges and agrees that each certificate representing Parent Corporation Common Stock issued pursuant to this Agreement, and any shares issued or issuable in respect of any such shares of Parent Corporation Common Stock upon any stock split, stock dividend, recapitalization, or similar event, shall be imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE TRANSFERRED OR SOLD OTHER THAN (I) PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT AND OTHER APPLICABLE STATE SECURITIES LAWS OR AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION, AND (II) UPON RECEIPT BY THE ISSUER OF EVIDENCE SATISFACTORY TO IT OF COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE STATE SECURITIES LAWS. THE ISSUER SHALL BE ENTITLED TO REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO IT WITH RESPECT TO COMPLIANCE WITH THESE REQUIREMENTS. The certificates evidencing the shares of Parent Corporation Common Stock to be issued to the Shareholder under this Agreement shall also bear any legend required by the Commissioner of Corporations of the State of California or such as are required pursuant to any state, local or foreign law governing such securities.

No Registration Under the Securities Act. The Principal Shareholder understands that the shares of Parent Corporation Common Stock to be issued to the Shareholder under this Agreement have not yet been and will in the future may not be registered under the Securities Act of 1933, as amended (the "Securities Act"), except as otherwise set forth in this Agreement in reliance upon exemptions contained in the Securities Act or interpretations thereof, and until so registered as contemplated by Section 6.1(d), below, cannot be offered for sale, sold or otherwise transferred unless such shares of Parent Corporation Common Stock are so registered or qualify for exemption from registration under the Securities Act. The Principal Shareholder acknowledges and agrees that until such Parent Corporation Common Stock is so registered as contemplated by Section 6.1(d), below, each certificate representing Parent Corporation Common Stock issued pursuant to her pursuant to this Agreement, and any shares issued or issuable in respect of any such shares of Parent Corporation Common Stock upon any stock split, stock dividend, recapitalization, or similar event, shall be imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE TRANSFERRED OR SOLD OTHER THAN (I) PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT AND OTHER APPLICABLE STATE SECURITIES LAWS OR AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION, AND (II) UPON RECEIPT BY THE ISSUER OF EVIDENCE SATISFACTORY TO IT OF COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE STATE SECURITIES LAWS. THE ISSUER SHALL BE ENTITLED TO REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO IT WITH RESPECT TO COMPLIANCE WITH THESE REQUIREMENTS. The certificates evidencing the shares of Parent Corporation Common Stock to be issued to the Shareholder under this Agreement shall also bear any legend required by the Commissioner of Corporations of the State of California or such as are required pursuant to any state, local or foreign law governing such securities.. 3.7

No Registration Under the Securities Act. The Each Shareholder understands that the shares of Parent Corporation Common Stock to be issued to the such Shareholder under this Agreement have not yet been and will in the future may not be registered under the Securities Act of 1933, as amended (the "Securities Act"), except as otherwise set forth in this Agreement in reliance upon exemptions contained in the Securities Act or interpretations thereof, and until so registered as contemplated by Section 6.1(d), below, cannot be offered for sale, sold or otherwise transferred unless such shares of Parent Corporation Common Stock are so registered or qualify for exemption from registration under the Securities Act. The Shareholder acknowledges It is acknowledged and agrees agreed that until such Parent Corporation Common Stock is so registered as contemplated by Section 6.1(d), below, each certificate representing Parent Corporation Common Stock issued pursuant to a Shareholder pursuant to this Agreement, and any shares issued or issuable in respect of any such shares of Parent Corporation Common Stock upon any stock split, stock dividend, recapitalization, or similar event, shall be imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE TRANSFERRED OR SOLD OTHER THAN (I) PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT AND OTHER APPLICABLE STATE SECURITIES LAWS OR AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION, AND (II) UPON RECEIPT BY THE ISSUER OF EVIDENCE SATISFACTORY TO IT OF COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE STATE SECURITIES LAWS. THE ISSUER SHALL BE ENTITLED TO REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO IT WITH RESPECT TO COMPLIANCE WITH THESE REQUIREMENTS. The certificates evidencing the shares of Parent Corporation Common Stock to be issued to the Shareholder under this Agreement shall also bear any legend required by the Commissioner of Corporations of the State of California or such as are required pursuant to any state, local or foreign law governing such securities.

No Registration Under the Securities Act. The Shareholder Vendor understands that the shares of Parent Corporation Common Stock Shares to be issued to the Shareholder Vendor under this Agreement have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon exemptions contained in the Securities Act or interpretations thereof, and cannot be offered for sale, sold or otherwise transferred unless such shares of Parent Corporation Common Stock the Shares are so registered or qualify for exemption from registration under the Securities Act. The Shareholder Vendor acknowledges and agrees that each certificate representing Parent Corporation Common Stock the Shares issued pursuant to this Agreement, and any shares issued or issuable in respect of any such shares of Parent Corporation Common Stock the Shares upon any stock split, stock dividend, recapitalization, or similar event, shall be imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE TRANSFERRED OR SOLD OTHER THAN (I) PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT AND OTHER APPLICABLE STATE SECURITIES LAWS OR AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION, AND (II) UPON RECEIPT BY THE ISSUER OF EVIDENCE SATISFACTORY TO IT OF COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE STATE SECURITIES LAWS. THE ISSUER SHALL BE ENTITLED TO REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO IT WITH RESPECT TO COMPLIANCE WITH THESE REQUIREMENTS. The certificates evidencing the shares of Parent Corporation Common Stock to be issued to the Shareholder under this Agreement shall also bear any legend required by the Commissioner of Corporations of the State of California or such as are required pursuant to any stateTHE CERTIFICATES EVIDENCING THE SHARES TO BE ISSUED TO THE SHAREHOLDER UNDER THIS AGREEMENT SHALL ALSO BEAR ANY LEGEND REQUIRED BY THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA OR SUCH AS ARE REQUIRED PURSUANT TO ANY STATE, local or foreign law governing such securitiesLOCAL OR FOREIGN LAW GOVERNING SUCH SECURITIES. SECTION 6.

No Registration Under the Securities Act. The Shareholder Vendor understands that the shares of Parent Corporation Common Stock Shares to be issued to the Shareholder Vendor under this Agreement have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon exemptions contained in the Securities Act or interpretations thereof, and cannot be offered for sale, sold or otherwise transferred unless such shares of Parent Corporation Common Stock the Shares are so registered or qualify for exemption from registration under the Securities Act. The Shareholder Vendor acknowledges and agrees that each certificate representing Parent Corporation Common Stock the Shares issued pursuant to this Agreement, and any shares issued or issuable in respect of any such shares of Parent Corporation Common Stock the Shares upon any stock split, stock dividend, recapitalization, or similar event, shall be imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE TRANSFERRED OR SOLD OTHER THAN (I) PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT AND OTHER APPLICABLE STATE SECURITIES LAWS OR AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION, AND (II) UPON RECEIPT BY THE ISSUER OF EVIDENCE SATISFACTORY TO IT OF COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE STATE SECURITIES LAWS. THE ISSUER SHALL BE ENTITLED TO REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO IT WITH RESPECT TO COMPLIANCE WITH THESE REQUIREMENTS. The certificates evidencing the shares of Parent Corporation Common Stock to be issued to the Shareholder under this Agreement shall also bear any legend required by the Commissioner of Corporations of the State of California or such as are required pursuant to any state, local or foreign law governing such securities.