Common use of Restrictions on Transferability of Shares Clause in Contracts

Restrictions on Transferability of Shares. 2.6.1 Buyer acknowledges that Buyer has been advised by Seller that the Shares have not been registered under the U.S. Securities Act of 1933, as amended (the "Act"), that the Shares have been offered and are being sold to Buyer on the basis of the exemption from registration provided by Regulation S promulgated under the Act relating to offers and sales of securities made outside the United States, as well as in reliance upon exemptions from registration under the Act relating to transactions not involving any public offering and under similar exemptions under applicable state securities laws, that this transaction has not been filed with or reviewed by, passed on or submitted to any U.S. federal or state agency or self-regulatory organization where an exemption is being relied upon, and that the reliance of Seller upon such exemptions is predicated on the accuracy of Buyer's representations and warranties herein.