Common use of Legending of Securities Clause in Contracts

Legending of Securities. The TRX Shares will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by reason of Section 4(2) thereof or Regulation D promulgated thereunder or other applicable exemptions, together with exemptions under applicable state securities laws. Seller and the Owners understand and agree that there will be placed on the TRX Shares a legend stating in substance the following (along with other appropriate language under applicable U.S., state and foreign securities laws): “The securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any applicable state securities laws and may not be offered, sold, transferred or otherwise disposed of, unless registered with the Securities and Exchange Commission of the United States and the securities regulatory authorities of applicable states or unless an exemption from registration is available.” The parties agree to reasonably cooperate to ensure that the TRX Shares are issued under available exemptions under applicable U.S., state and foreign securities laws.

Legending of Securities. The TRX Buyer Shares will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by reason of Section 4(2) thereof or Regulation D promulgated thereunder or other applicable exemptions, together with exemptions under applicable state securities laws. Seller The Company and the Owners Shareholders understand and agree that there will be placed on the TRX Buyer Shares a legend stating in substance the following (along with other appropriate language under applicable U.S., state and foreign securities laws): “The securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any applicable state securities laws and may not be offered, sold, transferred or otherwise disposed of, unless registered with the Securities and Exchange Commission of the United States and the securities regulatory authorities of applicable states or unless an exemption from registration is available.” The parties agree to reasonably cooperate to ensure that the TRX Buyer Shares are issued under available exemptions under applicable U.S., state and foreign securities laws.