Common use of Recipient Representations Clause in Contracts

Recipient Representations. Recipient understands that the issuance of the shares of Common Stock has not been registered under the Securities Act. Recipient also understands that the shares of Common Stock are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Recipient’s representations contained in this Agreement. Recipient understands that the shares of Common Stock are “restricted securities” as that term is defined by Rule 144 under the Securities Act, and that Recipient may only resell such shares of Common Stock in a transaction registered under the Securities Act or subject to an available exemption therefrom, and in accordance with any applicable state securities laws. Recipient acknowledges that any physical certificate representing the shares of Common Stock may bear a legend to this effect.