Common use of Allied Clause in Contracts

Allied. is acquiring the Warrants and Debentures being purchased by it hereunder and will, upon conversion of the Warrants, acquire the Warrant Shares, for its own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof; (ii) understands that the Warrants, the Debentures and the Warrant Shares have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof and may not be offered or sold except pursuant to an effective registration statement or an available exemption from the registration requirements under the Securities Act; and (iii) is an "accredited investor" as defined in Regulation D as promulgated under the Securities Act. Allied agrees that the certificates representing the Debentures, the Warrants and the Warrant Shares will bear restrictive legends to the effect of clause (ii) of the preceding sentence and that the Parent may require an opinion of counsel, in form and substance reasonably satisfactory to the Parent, to the effect that any proposed transfer will not result in any violation of the Securities Act and the rules and regulations thereunder.