Common use of Stock Unregistered Clause in Contracts

Stock Unregistered. The Employee acknowledges and represents that such Employee has been advised that (i) the Options have not been registered, and the Plan Shares, upon issuance, will not have been registered, under the Securities Act; (ii) the Plan Shares must be held for an indefinite period and such Employee must continue to bear the economic risk of the investment in the Plan Shares unless it is subsequently registered under the Securities Act or an exemption from such registration is available; (iii) there is no, and it is not anticipated that there will be any, public market for the Options or the Plan Shares; (iv) Rule 144 promulgated under the Securities Act ("Rule 144") will not be available with respect to the sales of any securities of the Company, and the Company has made no covenant to make such Rule 144 available; (v) if and when the Options or Plan Shares may be disposed of without registration in reliance on Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule 144 and, in any event, any such disposition must be in accordance with both this Agreement and the Stockholders' Agreement; (vi) if the Rule 144 exemption is not available, public offer or sale without registration will require the availability of an exemption under the Securities Act; (vii) a restrictive legend or legends as provided for in the Stockholders' Agreement shall be placed on the certificates representing the Plan Shares; (viii) the Stockholders' Agreement restricts the sale or transfer of shares of any Options or Plan Shares other than at specified times and under specified circumstances; and (ix) a notation shall be made in the appropriate records of the Company indicating that the Options or Plan Shares are subject to restrictions on transfer and, if the Company should at some time in the future engage the services of a securities transfer agent, appropriate stop-transfer instructions may be issued to such transfer agent with respect to the Options or Plan Shares.

Stock Unregistered. The Employee Executive acknowledges and represents that such Employee Executive has been advised by the Company that (i) the shares of Common Stock and Existing Options to be retained have not been registered, and the Plan Shares, upon issuance, will not have been registered, registered under the Securities Act; (ii) the Plan Shares Common Stock must be held for an indefinite period indefinitely and such Employee Executive must continue to bear the economic risk of the investment in the Plan Shares Common Stock unless it the offer and sale of the Common Stock is subsequently registered under the Securities Act and all applicable state securities laws or an exemption from such registration is available; (iii) following the Merger there is no, will not be any established market for the Common Stock and it is not anticipated that there will be any, any public market for the Options or Common Stock in the Plan Sharesforeseeable future thereafter; (iv) following the Merger, Rule 144 promulgated under the Securities Act ("Rule 144") will not be available with respect to the sales sale of any securities of the Company, and the Company has made no covenant to make such Rule 144 rule available; (v) when and if and when the Options or Plan Shares shares of Common Stock may be disposed of without registration under the Securities Act in reliance on Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule 144 and, in any event, any such disposition must be in accordance with both this Agreement and the Stockholders' Agreementrule; (vi) if the Rule 144 exemption is not available, public any offer or sale without registration will require the availability of an exemption under the Securities Act; and (vii) a restrictive legend or legends as provided for in the Stockholders' Agreement shall be placed on the certificates representing the Plan Shares; (viii) the Stockholders' Agreement restricts the sale or transfer of shares of any Options or Plan Shares other than at specified times Common Stock will be subject to restrictions on transfer and under specified circumstances; and (ix) a notation shall be made in the appropriate records of the Company indicating that the Options or Plan Shares are Common Stock is subject to restrictions on transfer and, if the Company should at some time in the future engage the services of a securities transfer agent, appropriate stop-transfer instructions may shall be issued to such transfer agent with respect to the Options or Plan SharesCommon Stock.

Stock Unregistered. The Employee Executive acknowledges and represents that such Employee Executive has been advised that (i) the Options have not been registered, and the Plan SharesRestricted Stock, upon issuance, will not have been registered, registered under the Securities Act; (ii) the Plan Shares Restricted Stock must be held for an indefinite period and such Employee Executive must continue to bear the economic risk of the investment in the Plan Shares Restricted Stock unless it is subsequently registered under the Securities Act or an exemption from such registration is available; (iii) there is no, and it is not anticipated that there will be any, public market for the Options or the Plan SharesRestricted Stock; (iv) Rule 144 promulgated under the Securities Act ("Rule RULE 144") will not be available with respect to the sales of any securities of the Company, Company and the Company has made no covenant to make such Rule 144 available; (v) if and when the Options or Plan Shares Restricted Stock may be disposed of without registration in reliance on Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule 144 and, in any event, any such disposition must be in accordance with both this Agreement and the Stockholders' Stockholders Agreement; (vi) if the Rule 144 exemption is not available, public offer or sale without registration will require the availability of an exemption under the Securities Act; (vii) a restrictive legend or legends as provided for in the Stockholders' Stockholders Agreement shall be placed on the certificates representing the Plan SharesRestricted Stock; (viii) the Stockholders' Stockholders Agreement restricts the sale or transfer of shares of any Options or Plan Shares Restricted Stock other than at specified times and under specified circumstances; and (ix) a notation shall be made in the appropriate records of the Company indicating that the Options or Plan Shares are Restricted Stock is subject to restrictions on transfer and, if the Company should at some time in the future engage the services of a securities transfer agent, appropriate stop-stop transfer instructions may be issued to such transfer agent with respect to the Options or Plan SharesRestricted Stock.

Stock Unregistered. The Employee Executive acknowledges and represents that such Employee Executive has been advised that (i) the Options have not been registered, and the Plan SharesRestricted Stock, upon issuance, will not have been registered, registered under the Securities Act; (ii) the Plan Shares Restricted Stock must be held for an indefinite period and such Employee Executive must continue to bear the economic risk of the investment in the Plan Shares Restricted Stock unless it is subsequently registered under the Securities Act or an exemption from such registration is available; (iii) there is no, and it is not anticipated that there will be any, public market for the Options or the Plan SharesRestricted Stock; (iv) Rule 144 promulgated under the Securities Act ("Rule 144") will not be available with respect to the sales of any securities of the CompanyCompany following the Effective Time, and the Company has made no covenant to make such Rule 144 available; (v) if and when the Options or Plan Shares Restricted Stock may be disposed of without registration in reliance on Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule 144 and, in any event, any such disposition must be in accordance with both this Agreement and the Stockholders' Stockholders Agreement; (vi) if the Rule 144 exemption is not available, public offer or sale without registration will require the availability of an exemption under the Securities Act; (vii) a restrictive legend or legends as provided for in the Stockholders' Stockholders Agreement shall be placed on the certificates representing the Plan SharesRestricted Stock; (viii) the Stockholders' Stockholders Agreement restricts the sale or transfer of shares of any Options or Plan Shares Restricted Stock other than at specified times and under specified circumstances; and (ix) a notation shall be made in the appropriate records of the Company indicating that the Options or Plan Shares are Restricted Stock is subject to restrictions on transfer and, if the Company should at some time in the future engage the services of a securities transfer agent, appropriate stop-transfer instructions may be issued to such transfer agent with respect to the Options or Plan SharesRestricted Stock.

Stock Unregistered. The Employee Purchaser acknowledges and represents that such Employee it has been advised by the Company that (ia) the Options have sale of New Equity Investment Shares has not been registered, and the Plan Shares, upon issuance, will not have been registered, registered under the Securities ActAct or any state securities laws; (iib) the Plan New Equity Investment Shares must be held for an indefinite period indefinitely and such Employee Purchaser must continue to bear the economic risk of the its investment in the Plan New Equity Investment Shares unless it such New Equity Investment Shares are redeemed or the sale of such New Equity Investment Shares is subsequently registered under the Securities Act and all applicable state securities laws or an exemption from such registration is available; (iiic) there is no, no established market for New Equity Investment Shares and it is not anticipated that there will be any, any public market for New Equity Investment Shares in the Options or the Plan Sharesforeseeable future; (ivd) Rule 144 promulgated under the Securities Act ("Rule 144") will may not be presently available with respect to the sales sale of any securities of the Company, and the Company has made no covenant to make such Rule 144 available; (ve) when and if and when the Options or Plan New Equity Investment Shares may be disposed of without registration under the Securities Act in reliance on Rule 144, such disposition can may be made only in limited amounts in accordance with the terms and conditions of such Rule 144 and, in any event, any such disposition must be in accordance with both this Agreement and the Stockholders' AgreementRule; (vif) if the Rule 144 exemption is not available, public offer or sale without registration will require compliance with Regulation A or the availability of an exemption under the Securities Act; (viig) a restrictive legend or legends as provided for in the Stockholders' form set forth (x) in Section 3.4 of the Stockholders Agreement or (y) in the case of New Class B Preferred Stock, in Section 3.5 hereof, shall be placed on the certificates representing the Plan New Equity Investment Shares; (viii) the Stockholders' Agreement restricts the sale or transfer of shares of any Options or Plan Shares other than at specified times and under specified circumstances; and (ixh) a notation shall be made in the appropriate records of the Company indicating that the Options or Plan New Equity Investment Shares are subject to restrictions on transfer and, if the Company should at some time in the future engage engages the services of a securities transfer agent, appropriate stop-transfer instructions may will be issued to such transfer agent with respect to the Options or Plan New Equity Investment Shares.

Stock Unregistered. The Employee Executive acknowledges and represents that such Employee Executive has been advised that (i) the Options have not been registered, and the Plan SharesRollover Stock, upon issuance, will not have been registered, registered under the Securities Act; (ii) the Plan Shares Rollover Stock must be held for an indefinite period and such Employee Executive must continue to bear the economic risk of the investment in the Plan Shares Rollover Stock unless it is subsequently registered under the Securities Act or an exemption from such registration is available; (iii) there is no, and it is not anticipated that there will be any, public market for the Options or the Plan SharesRollover Stock; (iv) Rule 144 promulgated under the Securities Act ("Rule 144") will not be available with respect to the sales of any securities of the CompanyCompany following the Effective Time, and the Company has made no covenant to make such Rule 144 available; (v) if and when the Options or Plan Shares Rollover Stock may be disposed of without registration in reliance on Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule 144 and, in any event, any such disposition must be in accordance with both this Agreement and the Stockholders' Stockholders Agreement; (vi) if the Rule 144 exemption is not available, public offer or sale without registration will require the availability of an exemption under the Securities Act; (vii) a restrictive legend or legends as provided for in the Stockholders' Stockholders Agreement shall be placed on the certificates representing the Plan SharesRollover Stock; (viii) the Stockholders' Stockholders Agreement restricts the sale or transfer of shares of any Options or Plan Shares Rollover Stock other than at specified times and under specified circumstances; and (ix) a notation shall be made in the appropriate records of the Company indicating that the Options or Plan Shares are Rollover Stock is subject to restrictions on transfer and, if the Company should at some time in the future engage the services of a securities transfer agent, appropriate stop-transfer instructions may be issued to such transfer agent with respect to the Options or Plan SharesRollover Stock.

Stock Unregistered. The Employee Each Management Investor acknowledges and represents that such Employee Management Investor has been advised that (ia) the Options Management Shares have not been registered, and the Plan Shares, upon issuance, will not have been registered, registered under the Securities Act; (iib) the Plan Management Shares must be held for an indefinite period and such Employee Management Investor must continue to bear the economic risk of the investment in the Plan Management Shares unless it is they are subsequently registered under the Securities Act or an exemption from such registration is available; (iiic) there is no, and it is not anticipated that there will be any, any public market for the Options or the Plan Management Shares; (ivd) Rule 144 promulgated under the Securities Act ("Rule 144") will is not be currently available with respect to the sales of any securities of the CompanyHoldings, and the Company Holdings has made no covenant to make such Rule 144 available; (ve) if and when the Options or Plan Management Shares may be disposed of without registration in reliance on Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule 144 and, in any event, any such disposition must be in accordance with both this Agreement and the Stockholders' Agreement144; (vif) if the Rule 144 exemption is not available, public offer or sale without registration will require the availability of an exemption under the Securities Act; (viig) a restrictive legend or legends as provided for in the forms set forth herein and in the Stockholders' Agreement shall be placed on the certificates representing the Plan Management Shares; (viii) the Stockholders' Agreement restricts the sale or transfer of shares of any Options or Plan Shares other than at specified times and under specified circumstances; and (ixh) a notation shall be made in the appropriate records of the Company Holdings indicating that the Options or Plan Management Shares are subject to restrictions on transfer and, if the Company Holdings should at some time in the future engage the services of a securities transfer agent, appropriate stop-transfer instructions may be issued to such transfer agent with respect to the Options or Plan Management Shares.