Common use of Securities Act Exemption Clause in Contracts

Securities Act Exemption. The Parent Common Stock to be issued pursuant to this Agreement initially will not be registered under the Securities Act in reliance on the exemptions from the registration requirements of Section 5 of the Securities Act set forth in Section 4(2) or Rule 506 thereof. Prior to the Closing Date, each of the Company's stockholders shall have provided 34 40 Parent such representations, warranties, certifications and additional information as Parent may reasonably request to ensure the availability of such exemptions from the registration requirements of the Securities Act.

Securities Act Exemption. The Parent Common Stock to be issued ------------------------ pursuant to this Agreement initially will not be registered under the Securities Act in reliance on the exemptions exemption from the registration requirements of Section 5 of the Securities Act set forth in Section 4(2) or Rule 506 thereof. Prior to the Closing Date, each of the Company's stockholders shall have provided 34 40 Parent such representations, warranties, certifications and additional information as Parent may reasonably request to ensure the availability of such exemptions from the registration requirements of the Securities Act.

Securities Act Exemption. The Parent Common Stock and Parent Preferred Stock to be issued pursuant to this Agreement initially will not be registered under the Securities Act in reliance on the exemptions from the registration requirements of Section 5 of the Securities Act set forth in Section 4(2) or Rule 506 thereof. Prior to the Closing Date, each of the Company's stockholders shareholders shall have provided 34 40 Parent such representations, warranties, certifications and additional information as Parent may reasonably request to ensure the availability of such exemptions from the registration requirements of the Securities Act.

Securities Act Exemption. The Parent Common Stock to be issued pursuant to this Agreement initially will not be registered under the Securities Act in reliance on the exemptions from the registration requirements of Section 5 of the Securities Act set forth in Section 4(2) or Rule 506 thereofthereof and/or Regulation S promulgated thereunder. Prior to the Closing Date, each of the Company's stockholders shall have provided 34 40 Parent such representations, warranties, certifications certifications, and additional information as Parent may reasonably request to ensure the availability of such exemptions an exemption from the registration requirements of the Securities Act.

Securities Act Exemption. The Parent Common Stock to be issued pursuant to this Agreement initially will not be registered under the Securities Act in reliance on the exemptions from the registration requirements of Section 5 of the Securities Act set forth in Section 4(2) or Rule 506 thereofthereof and/or Regulation S thereunder. Prior to the Closing Date, each of the Company's stockholders Stockholders shall have provided 34 40 Parent such representations, warranties, certifications certifications, and additional information as Parent may reasonably request to ensure the availability of such exemptions an exemption from the registration requirements of the Securities Act.

Securities Act Exemption. The Parent Common Stock to be issued pursuant to this Agreement initially will not be registered under the Securities Act in reliance on the exemptions from the registration requirements of Section 5 of the Securities Act set forth in Section 4(2) thereof 33 40 or Rule 506 thereofthereunder. Prior to the Closing Date, each of the Company's stockholders shareholders shall have provided 34 40 Parent such representations, warranties, certifications and additional information as Parent may reasonably request to ensure the availability of such exemptions from the registration requirements of the Securities Act.

Securities Act Exemption. The Parent Common Stock to be issued ------------------------ pursuant to this Agreement initially will not be registered under the Securities Act in reliance on the exemptions from the registration requirements of Section 5 of the Securities Act set forth in Section 4(2) or Rule 506 thereof. Prior to the Closing Date, each of the Company's stockholders shareholders shall have provided 34 40 Parent such representations, warranties, certifications and additional information as Parent may reasonably request to ensure the availability of such exemptions from the registration requirements of the Securities Act.

Securities Act Exemption. The Parent Common Stock to be issued pursuant to this Agreement initially will not be registered under the Securities Act in reliance on the exemptions from the registration requirements of Section 5 of the Securities Act set forth in Section 4(2) or Rule 506 thereof. Prior to the Closing Date, each of the Company's stockholders shall have provided 34 40 Parent such representations, warranties, certifications and additional information as Parent may reasonably request to ensure the availability of such exemptions from the registration requirements of the Securities Act.

Securities Act Exemption. The Parent Common Stock to be issued pursuant to this Agreement initially will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemptions from the registration requirements of Section 5 of the Securities Act exemption set forth in Section 4(2) or Rule 506 thereof. Prior to the Closing Date, each holder of Company Common shall have completed an Investment Representation Statement in the Company's stockholders form attached hereto as Exhibit B and shall have provided 34 40 Parent such representations, warranties, certifications and additional information regarding such holder's financial and investment background and investment intent as Parent may reasonably request to ensure the availability of such exemptions an exemption from the registration requirements of the Securities Act.