Common use of Stock Unregistered Clause in Contracts

Stock Unregistered. Shareholder understands that the shares of the Common Stock of CTI being offered for exchange are not registered within the meaning of the Securities Act of 1933 (the "Securities Act") and the Tennessee Securities Act of 1980 (the "Tennessee Act") and that as a consequence of them being unregistered, the shares of the Common Stock of CTI will be restricted securities as that term is defined by various rules and regulations promulgated pursuant to the Securities Act, and therefore cannot be sold, transferred, pledged or otherwise disposed of without being registered or by qualifying for an exemption from the registration requirements of the Securities Act and the Tennessee Act, and further, that all certificates representing shares of the Common Stock of Group issued pursuant to this Agreement will be required to bear a restrictive legend in the form as follows: NOTICE THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS, BUT HAVE BEEN ACQUIRED FOR THE PRIVATE INVESTMENT OF THE HOLDER HEREOF AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE ACT AND SUCH STATE SECURITIES LAWS AS ARE APPLICABLE SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) IN THE OPINION OF COUNSEL ACCEPTABLE TO CTI, INC., REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS AS ARE APPLICABLE IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED OFFER, SALE OR TRANSFER.