Common use of Not Registered Clause in Contracts

Not Registered. GMC understands that the VG Shares are not (a) registered under the Securities Act of 1933, as amended (the "Act"), on the ground that the issuance of the Shares is exempt from registration under the Act pursuant to Section 4(2) thereof, or (b) qualified or registered under the California Corporate Securities Law of 1968 (the "Law"), on the ground that the issuance of the Shares is exempt from qualification under the Law pursuant to Section 25102(f) thereof, and that VG's reliance on such exemptions is predicated on GMC's representations set forth herein. GMC understands that the VG Shares are "restricted securities" under Rule 144 and are subject to restrictions on resale. GMC understands that the VG Shares must be held indefinitely unless the sale or other transfer thereof is subsequently registered under the Act, as amended, or an exemption from such registration is available. GMCs further understand that VG is under no obligation to register VG Shares on their behalf or to assist in complying with any exemption from registration. GMC understands and agrees that the certificates for the VG Shares shall bear legends on the certificates thereof consistent with the provisions hereof.

Not Registered. GMC understands that the VG Shares are not (a) registered under the Securities Act of 1933, as amended (the "Act"), on the ground that the issuance of the Shares is exempt from registration under the Act pursuant to Section 4(2) thereof, or (b) qualified or registered under the California Corporate Securities Law of 1968 (the "Law"), on the ground that the issuance of the Shares is exempt from qualification under the Law pursuant to Section 25102(f) thereof, and that VG's reliance on such exemptions is predicated on GMC's representations set forth herein. GMC understands that the VG Shares are "restricted securities" under Rule 144 and are subject to restrictions on resale. GMC understands that the VG Shares must be held indefinitely unless the sale or other transfer thereof is subsequently registered under the Act, as amended, or an exemption from such registration is available. GMCs GMC further understand understands that VG is under no obligation to register VG Shares on their behalf or to assist in complying with any exemption from registration. GMC understands and agrees that the certificates for the VG Shares shall bear legends on the certificates thereof consistent with the provisions hereof.