Common use of Parent Common Stock Clause in Contracts

Parent Common Stock. The shares of Parent Common Stock issued in ------------------- connection with the Merger will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities ---------- Act"), by reason of Section 4(2) of the Securities Act or Regulation D --- thereunder. Such shares may not be transferred or resold thereafter except in compliance with the terms of this Agreement and following registration under the Securities Act or in reliance on an exemption from registration under the Securities Act.

Parent Common Stock. The shares of Parent Common Stock issued in ------------------- connection with the Merger will not be issued in a transaction exempt from registration registered under the Securities Act of 1933, as amended (the "Securities ---------- Act"), by reason of Section 4(2) of the Securities Act or Regulation D --- thereunder. Such shares may not be transferred or -------------- resold thereafter except in compliance with the terms of this Agreement and following registration under the Securities Act or in reliance on an exemption from registration under the Securities Act.

Parent Common Stock. The shares of Parent Common Stock issued in ------------------- connection with the Merger will not be issued in a transaction exempt from registration registered under the Securities Act of 1933, as amended (the "Securities ---------- Act"), by reason of Section 4(2) of the Securities Act or Regulation D --- thereunder. Such shares may not be transferred or -------------- resold thereafter thereafter, except in compliance with the terms of this Agreement and following registration under the Securities Act or in reliance on an exemption from registration under the Securities Act.

Parent Common Stock. The shares of Parent Common Stock issued in ------------------- connection with the Merger will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities ---------- Act"), by reason of Section 4(2) of the Securities Act or Regulation D --- thereunder. Such shares may not be -------------- transferred or resold thereafter thereafter, except in compliance with the terms of this Agreement and following registration under the Securities Act or in reliance on an exemption from registration under the Securities Act.

Parent Common Stock. The shares of Parent Common Stock issued in ------------------- connection with the Merger will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities ---------- Act"), by reason of Section 4(2) of the Securities Act or Regulation D --- thereunder. Such shares may not be transferred or resold thereafter except in compliance with the terms of this Agreement and following registration under the Securities Act or in reliance on an exemption from registration under the Securities Act.

Parent Common Stock. The shares of Parent Common Stock issued in ------------------- connection with the Merger will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities ---------- Act"), by reason of Section 4(2) of the -------------- Securities Act or Regulation D --- thereunder. Such shares may not be transferred or resold thereafter thereafter, except in compliance with the terms of this Agreement and following registration under the Securities Act or in reliance on an exemption from registration under the Securities Act.

Parent Common Stock. The shares of Parent Common Stock issued in ------------------- connection with the Merger will be issued in a transaction exempt from registration have not been registered under the Securities Act of 1933, as amended (the "Securities ---------- Act"), by reason of Section 4(2) of the Securities Act or Regulation D --- thereunder. Such shares may not be transferred or -------------- resold thereafter except in compliance with the terms of this Agreement and following registration under the Securities Act or in reliance on an exemption from registration under the Securities Act.

Parent Common Stock. The shares of Parent Common Stock issued in ------------------- connection with the Merger will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities ---------- Act"), by reason of Section 4(2) of the Securities Act or Regulation D --- thereunder. Such shares may not be transferred or resold thereafter thereafter, except in compliance with the terms of this Agreement and following registration under the Securities Act or in reliance on an exemption from registration under the Securities Act.

Parent Common Stock. The shares of Parent Common Stock issued in ------------------- connection with the Merger will be issued in a transaction exempt from the registration under requirements of the Securities Security Act of 1933, as amended 1933 (the "Securities ---------- Act"), ) by reason of Section 4(2) thereof and Rule 506 promulgated thereunder, and as such will be deemed "restricted securities" within the meaning of the Securities Act or Regulation D --- Rule 144 promulgated thereunder. Such shares may not be transferred or resold thereafter except in compliance with the terms of this Agreement and following registration under the Securities Act or in reliance on an exemption from registration under the Securities Act.

Parent Common Stock. The shares of Parent Common Stock issued in ------------------- connection with the Merger Acquisition will be issued in a transaction either (i) exempt from registration under the Securities Act of 1933, as amended 1933 (the "Securities ---------- Act"), ) by reason of Section 4(23(a)(10) of the Securities Act thereof or Regulation D --- thereunder. Such shares may not be transferred or resold thereafter except in compliance with the terms of this Agreement and following registration (ii) registered under the Securities Act or in reliance on an exemption from registration a Form S-4, and, as such will not be deemed "restricted securities" within the meaning of Rule 144 promulgated thereunder and resale of such shares will not be subject to any Securities Act restrictions other than as set forth under the Securities Rule 145 of such Act.

Parent Common Stock. The shares of Parent Common Stock issued in ------------------- connection with the Merger will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities ---------- Act"), by reason of Section 4(2) of the Securities Act or Regulation D --- thereunder. Such shares may not be transferred or resold thereafter except in compliance with the terms of this Agreement and following registration under the Securities Act or in reliance on an exemption from registration under the Securities Act.