Common use of The Acquisition of Parent Common Stock Clause in Contracts

The Acquisition of Parent Common Stock. Parent and Tonner understand and agree that the consummation of this Agreement including the issuance of the Parent Shares to Tonner’s stockholders in exchange for the Tonner Shares as contemplated hereby, constitutes the offer and sale of securities under the Securities Act and applicable state statutes. Parent and Tonner agree that such transactions shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements of such statutes which depend, among other items, on the circumstances under which such securities are acquired. (a) In order to provide documentation for reliance upon the exemptions from the registration and prospectus delivery requirements for such transactions, each stockholder of Tonner shall execute and deliver to Parent an investment representation letter in substantially the same form as that attached hereto as Exhibit “B.” (b) In connection with the transaction contemplated by this Agreement, Tonner and Parent shall each file, with the assistance of the other and their respective legal counsel, such notices, applications, reports, or other instruments as may be deemed by them to be necessary or appropriate in an effort to document reliance on such exemptions, and the appropriate regulatory authority in the states where the stockholders of Tonner reside, all to the extent and in the manner as may be deemed by such parties to be appropriate. (c) In order to more fully document reliance on the exemptions as provided herein, Tonner, the stockholders of Tonner, and Parent shall execute and deliver to the other, at or prior to the Closing, such further letters of representation, acknowledgment, suitability, or the like as Parent or Tonner and their respective counsel may reasonably request in connection with reliance on exemptions from registration under such securities laws.

The Acquisition of Parent Common Stock. The Parent and Tonner understand WCC acknowledge and agree that the consummation of this Agreement including the issuance of the shares of Parent Shares to Tonner’s stockholders Common Stock in exchange for the Tonner WCC Shares as contemplated hereby, hereby constitutes the offer and sale of securities under the Securities Act of 1933 and applicable state statutes. The Parent and Tonner WCC agree that such transactions shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements of such statutes statutes, which depend, among other items, on the circumstances under which such securities are acquired. (a) In order to provide documentation for reliance upon the exemptions from the registration and prospectus delivery requirements for such transactions, each stockholder of Tonner the Equity-Holder shall execute and deliver to the Parent an investment representation letter the Investment Representation Letter in substantially the same form as that of Exhibit C attached hereto as Exhibit “B.”hereto. (b) In connection with the transaction transactions contemplated by this Agreement, Tonner the Parent and Parent WCC shall each file, with the assistance of the other and their respective legal counsel, such notices, applications, reports, or other instruments as may be deemed by them to be necessary or appropriate in an effort to document reliance on such exemptions, and the appropriate regulatory authority in the states States where the stockholders of Tonner resideEquity-Holder is domiciled or are otherwise required to file such notices, applications, reports or other instruments unless an exemption requiring no filing is available in such jurisdictions, all to the extent and in the manner as may be deemed by such parties Parties to be appropriate. (c) In order to more fully document reliance on the exemptions as provided herein, TonnerWCC, the stockholders of Tonner, Equity-Holder and the Parent shall execute and deliver to the other, at or prior to the ClosingClosing Date, such further letters of representation, acknowledgment, suitability, or the like as WCC, the Equity-Holder or the Parent or Tonner and their respective counsel may reasonably request in connection with reliance on exemptions from registration under such securities laws. (d) The Equity-Holder acknowledges that the basis for relying on exemptions from registration, or qualifications is factual, depending on the conduct of the various Parties.

The Acquisition of Parent Common Stock. The Parent and Tonner understand IPS acknowledge and agree that the consummation of this Agreement including the issuance of the Parent Shares to Tonner’s stockholders Common Stock in exchange for the Tonner Shares IPS Interests as contemplated hereby, hereby constitutes the offer and sale of securities under the Securities Act and applicable state statutes. The Parent and Tonner IPS agree that such transactions shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements of such statutes statutes, which depend, among other items, on the circumstances under which such securities are acquired. (a) In order to provide documentation for reliance upon the exemptions from the registration and prospectus delivery requirements for such transactions, each stockholder of Tonner the Equity-Holders shall execute and deliver to the Parent an investment representation letter the Investment Representation Letter in substantially the same form as that of Exhibit D attached hereto as Exhibit “B.”hereto. (b) In connection with the transaction transactions contemplated by this Agreement, Tonner the Parent and Parent IPS shall each file, with the assistance of the other and their respective legal counsel, such notices, applications, reports, or other instruments as may be deemed by them to be necessary or appropriate in an effort to document reliance on such exemptions, and the appropriate regulatory authority in the states States where the stockholders of Tonner resideEquity-Holders are domiciled or are otherwise required to file such notices, applications, reports or other instruments unless an exemption requiring no filing is available in such jurisdictions, all to the extent and in the manner as may be deemed by such parties to be appropriate. (c) In order to more fully document reliance on the exemptions as provided herein, TonnerIPS, the stockholders of Tonner, Equity-Holders and the Parent shall execute and deliver to the other, at or prior to the ClosingClosing Date, such further letters of representation, acknowledgment, suitability, or the like as IPS, the Equity-Holders or the Parent or Tonner and their respective counsel may reasonably request in connection with reliance on exemptions from registration under such securities laws. (d) The Equity-Holders acknowledge that the basis for relying on exemptions from registration or qualifications are factual, depending on the conduct of the various parties.

The Acquisition of Parent Common Stock. The Parent and Tonner understand TGOG acknowledge and agree that the consummation of this Agreement including the issuance of the shares of Parent Shares to Tonner’s stockholders Common Stock in exchange for the Tonner TGOG Shares as contemplated hereby, hereby constitutes the offer and sale of securities under the Securities Act of 1933 and applicable state statutes. The Parent and Tonner TGOG agree that such transactions shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements of such statutes statutes, which depend, among other items, on the circumstances under which such securities are acquired. (a) In order to provide documentation for reliance upon the exemptions from the registration and prospectus delivery requirements for such transactions, each stockholder of Tonner the Equity-Holders shall execute and deliver to the Parent an investment representation letter the Investment Representation Letter in substantially the same form as that of Exhibit C attached hereto as Exhibit “B.”hereto. (b) In connection with the transaction transactions contemplated by this Agreement, Tonner the Parent and Parent TGOG shall each file, with the assistance of the other and their respective legal counsel, such notices, applications, reports, or other instruments as may be deemed by them to be necessary or appropriate in an effort to document reliance on such exemptions, and the appropriate regulatory authority in the states States where the stockholders of Tonner resideEquity-Holders are domiciled or are otherwise required to file such notices, applications, reports or other instruments unless an exemption requiring no filing is available in such jurisdictions, all to the extent and in the manner as may be deemed by such parties Parties to be appropriate. (c) In order to more fully document reliance on the exemptions as provided herein, TonnerTGOG, the stockholders of Tonner, Equity-Holders and the Parent shall execute and deliver to the other, at or prior to the ClosingFirst Closing Date, such further letters of representation, acknowledgment, suitability, or the like as TGOG, the Equity-Holders or the Parent or Tonner and their respective counsel may reasonably request in connection with reliance on exemptions from registration under such securities laws. (d) The Equity-Holders acknowledge that the basis for relying on exemptions from registration or qualifications are factual, depending on the conduct of the various Parties.