Common use of Limitations on Disposition and Resale Clause in Contracts

Limitations on Disposition and Resale. (a) The Purchaser understands and acknowledges that the Sale Shares have not been and will not be registered under the Securities Act, or the securities laws of any state and, unless the Sale Shares are so registered, they may not be offered, sold, transferred or otherwise disposed of except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or foreign jurisdiction. (b) In the event that the Merger is not consummated and the Merger Agreement is terminated, the Purchaser agrees not to sell, transfer or otherwise dispose of the Sale Shares unless the Sale Shares have been registered under the Securities Act, or the securities laws of any state, or an exemption from the requirement of registration is available under the Securities Act or any applicable state or foreign securities Laws. The Purchaser further acknowledges that the 144,539,797 restricted WBA Shares, being purchased hereunder are either First Step Walgreens Shares or Second Step Walgreens Shares (as such terms are defined in the Company Shareholders Agreement) and on and after Completion such shares shall continue to be endorsed with the notations required by Section 2.1(g) of the Company Shareholders Agreement.