definiens: as such term is defined in Rule 501 of Regulation D under the Act ; ( g ) Each Future SFBC Shareholder understands that any resale or other transfer by it or him of the common stock issued pursuant to the Earn - Out if any, and exercise of the Option, will be subject to restrictions under the Act and applicable state securities laws, and that the certificates representing the common stock, issuable upon payment of the Earn - Out if any, and exercise of the Option, if applicable, shall bear a legend evidencing such restriction on transfer . The legend on the common stock shall be substantially in the following form : " The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933 ( the ) or the securities laws of any state . The shares may not be transferred by sale, assignment, pledge or otherwise unless ( i ) a registration statement for the shares under the Act and other applicable securities laws is in effect or ( ii ) the corporation has received an opinion of counsel, which opinion is reasonably satisfactory to the corporation, to the effect that such registration is not required under the Act and other applicable securities laws . " Section 5.29 . No Other Agreements to Sell Assets . Neither Clinsite nor Seller have any obligation, absolute or contingent, to any other Person to sell any of the Acquired Assets or any of the securities of Seller, or to effect any merger, consolidation, or other reorganization of Seller, or to enter into any agreement with respect thereto