Common use of Registration of Certificates Clause in Contracts

Registration of Certificates. Certificates Not Registered. The Voting Trustee will not register the Voting Trust Certificates under the Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state in reliance upon each Stockholder's representation hereby made that he, she or it will hold the Voting Trust Certificates subject to all applicable provisions of the Securities Act and such state laws and all applicable rules and regulations promulgated thereunder, and will not offer, sell, transfer or otherwise dispose of said Voting Trust Certificates or any part thereof unless (in addition to compliance with any other applicable restrictions on transfer) he, she or it shall have first obtained (i) an opinion of counsel, in form and substance satisfactory to the Voting Trustee, to the effect that such disposition will not result in a violation of any federal or state law applicable to the offer and sale of securities, or (ii) written advice from the Securities and Exchange Commission that it will take no action with respect to any such proposed disposition of said Voting Trust Certificates.