Common use of Restrictions Under Securities Laws Clause in Contracts

Restrictions Under Securities Laws. The Shares have been issued in a non-public offering pursuant to the private offering exemptions under Section 4(2) of the Securities Act and various exemptions from registration requirements under applicable state securities laws. Accordingly, the Shares have not been qualified or registered with any federal or state securities regulatory authority. Notwithstanding anything to the contrary stated in this Agreement, no Shares may be Transferred unless and until (i) counsel for the Company shall have determined, or the transferring Stockholder shall have delivered to the Company an opinion of such Stockholder's counsel reasonably satisfactory to the Company, that the intended Transfer does not violate the Securities Act or the rules and regulations of the Commission thereunder, and any applicable state securities laws; or (ii) the intended Transfer is the subject of a "no-action" letter from the staff of the Commission and any applicable state securities regulatory agency to the effect that the intended Transfer without registration or qualification will not result in a recommendation by the staff of the Commission or applicable state securities regulatory agency that civil or criminal action be taken with respect thereto; or (iii) the Shares have been validly registered under the Securities Act and all applicable state securities laws. All costs and expenses of counsel to the Company in reviewing the foregoing matters with respect to an intended Transfer of any Shares shall be borne by the Stockholder owning such Shares.

Restrictions Under Securities Laws. The Shares Company Securities have been issued in a non-public offering and pursuant to the private offering exemptions under Section 4(2) of the Securities Act and various exemptions from registration requirements under applicable state securities lawsAct. Accordingly, the Shares Company Securities have not been qualified or registered with any federal securities bureau in the State of Delaware or state securities regulatory authoritywith the Commission. Notwithstanding anything to the contrary stated in this Agreement, no Shares Company Securities may be Transferred unless and until (i) counsel for the Company shall have determined, or the transferring Stockholder shall have delivered to the Company an opinion of such Stockholder's counsel reasonably satisfactory to the Company, determined that the intended Transfer does not violate the Securities Act or the rules and regulations of the Commission thereunder, and any applicable state securities laws; or (ii) the intended Transfer is the subject of a "“no-action" ” letter from the staff of the Commission and any applicable state securities regulatory agency to the effect that the intended Transfer without registration or qualification will not result in a recommendation by the staff of the Commission or applicable state securities regulatory agency that civil or criminal action be taken with respect thereto; or (iii) the Shares Company Securities have been validly registered under the Securities Act and all applicable state securities laws. All costs and expenses of counsel to the Company in reviewing the foregoing matters with respect to an intended Transfer of any Shares Company Securities shall be borne by the Stockholder Shareholder owning such SharesCompany Securities.

Restrictions Under Securities Laws. The Shares have been issued in a non-public offering pursuant to the private offering exemptions under Section 4(2) of the Securities Act and various exemptions from registration requirements under applicable state securities laws. Accordingly, the Shares have not been qualified or registered with any federal or state securities regulatory authority. Notwithstanding anything to the contrary stated in this AgreementAgreement and except as provided in Section 3.6, no Shares may be Transferred unless and until (i) counsel for the Company shall have determined, or the transferring Stockholder shall have delivered to the Company an opinion of such Stockholder's counsel reasonably satisfactory to the Company, that the intended Transfer does not violate the Securities Act or the rules and regulations of the Commission thereunder, and any applicable state securities laws; or (ii) in the opinion of counsel the intended Transfer is the subject of a "no-action" letter from the staff of the Commission and any applicable state securities regulatory agency to the effect that the intended Transfer without registration or qualification will not result in a recommendation by the staff of the Commission or applicable state securities regulatory agency that civil or criminal action be taken with respect thereto; or (iii) the Shares have been validly registered under the Securities Act and all applicable state securities laws. All costs and expenses of counsel to the Company in reviewing the foregoing matters with respect to an intended Transfer of any Shares shall be borne by the Stockholder owning such Shares.