definiens: as that term is defined in Rule 501(a ) of Regulation Dunder the Securities Act . Each such Company Stockholder is acting on its ownbehalf in connection with the investigation and examination of Parent and itsdecision to execute these documents and consummate the Transactions . Each suchCompany Stockholder is acquiring its portion of the Aggregate Closing Shares, the shares of Parent Common Stock issuable pursuant to Section 2.01(b ) hereofand, if applicable, the Earn - Out Shares for its own account and not with a viewto distribution . Each of such Company Stockholders acknowledges that theAggregate Closing Shares, the shares of Parent Common Stock issuable pursuant toSection 2.01(b ) hereof and the Earn - Out Shares, if applicable, will not beregistered except as provided in the Stockholders Agreement / Registration RightsAgreement and may not be sold or transferred in the absence of registrationunder the Securities Act and applicable state securities laws, unless anexemption exists therefore ( including, without limitation, Rule 144 and Rule 145under the Securities Act )