Requirements of Law Clause Example with 51 Variations from Business Contracts
This page contains Requirements of Law clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Requirements of Law. General. The Company shall not be required to sell or issue any shares of Stock under any Award if the sale or issuance of such shares would constitute a violation by the Grantee, any other individual exercising an Option, or the Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Company shall determine, in its discretion, that the listing, registration or qualificat...ion of any shares subject to an Award upon any securities exchange or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance or purchase of shares hereunder, no shares of Stock may be issued or sold to the Grantee or any other individual exercising an Option pursuant to such Award unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company, and any delay caused thereby shall in no way affect the date of termination of the Award. Specifically, in connection with the Securities Act, upon the exercise of any Option or the delivery of any shares of Stock underlying an Award, unless a registration statement under such Act is in effect with respect to the shares of Stock covered by such Award, the Company shall not be required to sell or issue such shares unless the Committee has received evidence satisfactory to it that the Grantee or any other individual exercising an Option may acquire such shares pursuant to an exemption from registration under the Securities Act. Any determination in this connection by the Committee shall be final, binding, and conclusive. The Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. The Company shall not be obligated to take any affirmative action in order to cause the exercise of an Option or the issuance of shares of Stock pursuant to the Plan to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that an Option shall not be exercisable until the shares of Stock covered by such Option are registered or are exempt from registration, the exercise of such Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. 15.2. Rule 16b-3. During any time when the Company has a class of equity securities registered under Section 12 of the Exchange Act, it is the intent of the Company that Awards and the exercise of Options granted to officers and directors hereunder will qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan or action by the Board or Committee does not comply with the requirements of Rule 16b-3, it shall be deemed inoperative to the extent permitted by law and deemed advisable by the Board, and shall not affect the validity of the Plan. In the event that Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify this Plan in any respect necessary to satisfy the requirements of, or to take advantage of any features of, the revised exemption or its replacement.View More
Variations of a "Requirements of Law" Clause from Business Contracts
Requirements of Law. General. The Company Trust shall not be required to sell or issue deliver any shares of Stock Shares under any Award this Restricted Share Unit Agreement if the sale or issuance delivery of such shares Shares would constitute a violation by the Grantee, any other individual exercising an Option, Grantee or by the Company Trust of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time t...he Company Trust shall determine, in its discretion, that the listing, registration or qualification of any shares subject to an Award Shares upon any securities exchange or under any governmental state or federal law, or the consent or approval of any government regulatory body body, is necessary or desirable as a condition of, or in connection with, the issuance delivery of Shares hereunder, the Restricted Share Units shall not vest in whole or purchase of shares hereunder, no shares of Stock may be issued or sold to the Grantee or any other individual exercising an Option pursuant to such Award in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company, and any delay caused thereby shall in no way affect the date of termination of the Award. Specifically, Trust. Specifically in connection with the Securities Act, upon the exercise Act of any Option 1933 (as now in effect or the delivery of any shares of Stock underlying an Award, as hereafter amended), unless a registration statement under such Act is in effect with respect to the shares of Stock covered by such Award, Shares, the Company Trust shall not be required to sell or issue deliver such shares Shares unless the Committee Trust has received evidence satisfactory to it that the Grantee or any other individual exercising an Option may acquire such shares Shares pursuant to an exemption from registration under the Securities such Act. Any determination in this connection by the Committee Trust shall be final, binding, and conclusive. The Company Trust may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. Act of 1933 (as now in effect or as hereafter amended). The Company Trust shall not be obligated to take any affirmative action in order to cause the exercise delivery of an Option or the issuance of shares of Stock Shares pursuant to the Plan thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that an Option the Restricted Share Units shall not be exercisable vest unless and until the shares of Stock covered by such Option Shares are registered or are exempt subject to an available exemption from registration, the exercise vesting of such Option the Restricted Share Units (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. 15.2. Rule 16b-3. During any time when the Company has a class of equity securities registered under Section 12 of the Exchange Act, it is the intent of the Company that Awards and the exercise of Options granted to officers and directors hereunder will qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan or action by the Board or Committee does not comply with the requirements of Rule 16b-3, it shall be deemed inoperative to the extent permitted by law and deemed advisable by the Board, and shall not affect the validity of the Plan. In the event that Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify this Plan in any respect necessary to satisfy the requirements of, or to take advantage of any features of, the revised exemption or its replacement.View More
Requirements of Law. General. The Company shall not be required to sell or issue any shares of Stock under any Award Option or Restricted Stock Agreement if the sale or issuance of such shares would shall constitute a violation by the Grantee, any other individual exercising an Option, optionee, the Restricted Stock Award recipient, or by the Company of any provision provisions of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If... at any time the Company shall determine, in its discretion, that the listing, registration or qualification of any shares subject to an Award upon any securities exchange or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance or purchase of shares hereunder, no shares of Stock may be issued or sold to the Grantee or any other individual exercising an Option pursuant to such Award unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company, and any delay caused thereby shall in no way affect the date of termination of the Award. Specifically, authority. In addition, in connection with the Securities Act, upon the exercise of any Option or the delivery of any shares of Stock underlying an Award, unless a registration statement under such Act is in effect with respect to the shares of Stock covered by such Award, the Company shall not be required to sell or issue such any shares upon exercise of any Option unless the Committee Company has received evidence satisfactory to it to the effect that the Grantee or any other individual exercising an holder of such Option may acquire will not transfer such shares except pursuant to an exemption from a registration statement in effect under the Securities Act. Act or unless an opinion of counsel satisfactory to the Company has been received by the Company to the effect that such registration is not required in connection with any such transfer. Any determination in this connection by the Committee Board shall be final, binding, binding and conclusive. In the event the shares issuable on exercise of an Option are not registered under the Act or under the securities laws of each relevant state or other jurisdiction, the Company may imprint on the certificate(s) appropriate legends that counsel for the Company considers necessary or advisable to comply with the Act or any such state or other securities law. The Company may, may register, but shall in no event shall be obligated to, register to register, any securities covered hereby by the Plan pursuant to the Securities Act. Act; and in the event any shares are so registered the Company may remove any legend on certificates representing such shares. The Company shall not be obligated to take any affirmative action in order to cause the exercise of an Option or the issuance of shares of Stock pursuant to the Plan thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes 11 22. Non-Exclusivity of this Plan; Non-Uniform Determinations. Neither the requirement that an Option shall not be exercisable until adoption of this Plan by the shares Board of Stock covered Directors nor the approval of this Plan by such Option are registered or are exempt from registration, the exercise of such Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. 15.2. Rule 16b-3. During any time when the Company has a class of equity securities registered under Section 12 of the Exchange Act, it is the intent stockholders of the Company that shall be construed as creating any limitations on the power of the Board of Directors to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the granting of stock options otherwise than under this Plan, and such arrangements may be either applicable generally or only in specific cases. The determinations of the Board of Directors under this Plan need not be uniform and may be made by it selectively among persons who receive or are eligible to receive Options or Restricted Stock Awards under this Plan (whether or not such persons are similarly situated). Without limiting the generality of the foregoing, the Board of Directors shall be entitled, among other things, to make non-uniform and selective determinations, and to enter into non-uniform and selective Option Agreements and Restricted Stock Agreements, as to (a) the persons to receive Options or Restricted Stock Awards under this Plan, (b) the terms and provisions of Options or Restricted Stock Awards, (c) the exercise by the Board of Directors of its discretion in respect of the exercise of Options granted to officers and directors hereunder will qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan or action by the Board or Committee does not comply with the requirements of Rule 16b-3, it shall be deemed inoperative pursuant to the extent permitted by law terms of this Plan, and deemed advisable by (d) the Board, and shall not affect the validity treatment of the Plan. In the event that Rule 16b-3 is revised or replaced, the Board may exercise its discretion leaves of absence pursuant to modify this Plan in any respect necessary to satisfy the requirements of, or to take advantage of any features of, the revised exemption or its replacement. Section 10 hereof. View More
Requirements of Law. General. The Company shall not be required to sell or issue any shares of Stock under any Option or Restricted Stock Award if the sale or issuance of such shares would shall constitute a violation by the Grantee, any other individual exercising an Option, optionee, the Restricted Stock Award recipient, or by the Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Comp...any shall determine, in its discretion, that the listing, registration or qualification of any shares subject to an Award upon any securities exchange or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance or purchase of shares hereunder, no shares of Stock may be issued or sold to the Grantee or any other individual exercising an Option pursuant to such Award unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company, and any delay caused thereby shall in no way affect the date of termination of the Award. Specifically, authority. In addition, in connection with the Securities Act, upon the exercise of any Option or the delivery of any shares of Stock underlying an Award, unless a registration statement under such Act is in effect with respect to the shares of Stock covered by such Award, the Company shall not be required to sell or issue such any shares upon exercise of any Option unless the Committee Company has received evidence satisfactory to it to the effect that the Grantee or any other individual exercising an holder of such Option may acquire will not transfer such shares except pursuant to an exemption from a registration statement in effect under the Securities Act. Act or unless an opinion of counsel satisfactory to the Company has been received by the Company to the effect that such registration is not required in connection with any such transfer. Any determination in this connection by the Committee Board shall be final, binding, binding and conclusive. In the event the shares issuable on exercise of an Option are not registered under the Act or under the securities laws of each relevant state or other jurisdiction, the Company may imprint on the certificate(s) appropriate legends that counsel for the Company considers necessary or advisable to comply with the Act or any such state or other securities law. The Company may, may register, but shall in no event shall be obligated to, register to register, any securities covered hereby by the Plan pursuant to the Securities Act. Act; and in the event any shares are so registered the Company may remove any legend on certificates representing such shares. The Company shall not be obligated to take any affirmative action in order to cause the exercise of an Option Option, the grant of any Restricted Stock Award or the issuance of shares of Stock pursuant to the Plan thereto to comply with any law or regulation of any governmental authority. As 23. Conversion of Incentive Stock Options into Non-Qualified Options; Termination. The Board of Directors, with the consent of any optionee, may in its discretion take such actions as may be necessary to convert such optionee's Incentive Stock Options (or any jurisdiction installments or portions of installments thereof) that expressly imposes have not been exercised on the requirement that date of conversion into non-statutory Options at any time prior to the expiration of such Incentive Stock Options, regardless of whether the optionee is an Option shall not be exercisable until employee of the shares Company or a parent or subsidiary of Stock covered by the Company at the time of such Option are registered or are exempt from registration, conversion. At the time of such conversion, the Board of Directors (with the consent of the optionee) may impose such conditions on the exercise of the resulting non-statutory Options as the Board of Directors in its discretion may determine, provided that such Option (under circumstances conditions not be inconsistent with this Plan. Nothing in which the laws of such jurisdiction apply) this Plan shall be deemed conditioned upon to give any optionee the effectiveness right to have such optionee's Incentive Stock Options converted into non-statutory Options, and no such conversion shall occur until and unless the Board of Directors takes appropriate action. The Board of Directors, with the consent of the optionee, may also terminate any portion of any Incentive Stock Option that has not been exercised at the time of such registration or the availability of such an exemption. 15.2. Rule 16b-3. During any time when the Company has a class of equity securities registered under Section 12 of the Exchange Act, it is the intent of the Company that Awards and the exercise of Options granted to officers and directors hereunder will qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan or action by the Board or Committee does not comply with the requirements of Rule 16b-3, it shall be deemed inoperative to the extent permitted by law and deemed advisable by the Board, and shall not affect the validity of the Plan. In the event that Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify this Plan in any respect necessary to satisfy the requirements of, or to take advantage of any features of, the revised exemption or its replacement. termination. View More
Requirements of Law. General. The Company shall not be required to sell or issue any shares of Stock under any Award Option if the sale or issuance of such those shares would constitute a violation by the Grantee, any other individual exercising an Option, optionee, recipient, or the Company of any provision provisions of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If authority. Each Option granted under the Plan shall be subj...ect to the requirements that, if at any time the Company Board or the Board shall determine, in its discretion, determine that the listing, registration or qualification of any the shares subject to an Award thereto upon any securities exchange or under any state or federal law of the United States or of any other country or governmental subdivision thereof, or the consent or approval of any governmental regulatory body is body, or investment or other representations, are necessary or desirable as a condition of, or in connection with, with the issuance issue or purchase of shares hereunder, subject thereto, no shares of Stock Option may be issued exercised in whole or sold to in part unless the Grantee or any other individual exercising an Option pursuant to such Award unless such listing, registration, qualification, consent consent, approval or approval shall have representations has been effected or obtained free of any conditions not acceptable to the Company, and Board. If required at any delay caused thereby shall in no way affect time by the date of termination of Board, an Option may not be exercised until the Award. Specifically, optionee or recipient has delivered an investment letter to the Company. In addition, specifically in connection with the Securities Act, Act of 1933 (as now in effect or hereafter amended) (the "1933 Act"), upon the exercise of any Option or the delivery of any shares of Stock underlying an Award, unless a registration statement under such Act is in effect with respect to the shares of Stock covered by such Award, Option, the Company shall not be required to sell or issue such the underlying shares unless the Committee Board has received evidence satisfactory to it to the effect that the Grantee or any other individual exercising an holder of the Option may acquire such will not transfer the shares except pursuant to an exemption from a registration statement in effect under the Securities Act. 1933 Act or unless an opinion of counsel satisfactory to the Board has been received by the Company to the effect that registration is not required. Any determination in this connection by the Committee Board shall be final, binding, binding and conclusive. If the shares issuable on exercise of an Option are not registered under the 1933 Act, the Company may imprint on the certificate for the shares the following legend or any other legend which counsel for the Company considers necessary or advisable to comply with the 1933 Act: 2 The shares of stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Corporation of an opinion of counsel satisfactory to the Corporation, in form and substance satisfactory to the Corporation, that registration is not required for such sale or transfer. The Company may, but shall in no event not be obligated to, register any securities covered hereby pursuant to the Securities Act. 1933 Act (as now in effect or as hereafter amended) and, in the event any shares are registered, the Company may remove any legend on certificates representing these shares. The Company shall not be obligated to take any other affirmative action in order to cause the exercise of an Option or the issuance of shares of Stock pursuant to the Plan to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that an Option shall not be exercisable until the shares of Stock covered by such Option are registered or are exempt from registration, the exercise of such Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. 15.2. Rule 16b-3. During any time when the Company has a class of equity securities registered under Section 12 of the Exchange Act, it is the intent of the Company that Awards and the exercise of Options granted to officers and directors hereunder will qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan or action by the Board or Committee does not comply with the requirements of Rule 16b-3, it shall be deemed inoperative to the extent permitted by law and deemed advisable by the Board, and shall not affect the validity of the Plan. In the event that Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify this Plan in any respect necessary to satisfy the requirements of, or to take advantage of any features of, the revised exemption or its replacement.View More
Requirements of Law. General. The Company shall not be required to sell or issue any shares of Stock under any Option or Restricted Stock Award if the sale or issuance of such shares would shall constitute a violation by the Grantee, any other individual exercising an Option, optionee, by the Restricted Stock Award recipient, or by the Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the C...ompany shall determine, in its discretion, that the listing, registration or qualification of any shares subject to an Award upon any securities exchange or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance or purchase of shares hereunder, no shares of Stock may be issued or sold to the Grantee or any other individual exercising an Option pursuant to such Award unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company, and any delay caused thereby shall in no way affect the date of termination of the Award. Specifically, authority. In addition, in connection with the Securities Act, upon the exercise of any Option or the delivery of any shares of Stock underlying an Award, unless a registration statement under such Act is in effect with respect to the shares of Stock covered by such Award, the Company shall not be required to sell or issue such any shares upon exercise of any Option unless the Committee Company has received evidence satisfactory to it to the effect that the Grantee or any other individual exercising an holder of such Option may acquire will not transfer such shares except pursuant to an exemption from a registration statement in effect under the Securities Act. Act or unless an opinion of counsel satisfactory to the Company has been received by the Company to the effect that such registration is not required in connection with any such transfer. Any determination in this connection by the Committee Board of Directors shall be final, binding, binding and conclusive. In the event the shares issuable on exercise of an Option are not registered under the Act or under the securities laws of each relevant state or other jurisdiction, the Company may imprint on the certificate(s) appropriate legends that counsel for the Company considers necessary or advisable to comply with the Act or any such state or other securities law. The 11 Company may, may register, but shall in no event shall be obligated to, register to register, any securities covered hereby by the Plan pursuant to the Securities Act. Act; and in the event any shares are so registered the Company may remove any legend on certificates representing such shares. The Company shall not be obligated to take any affirmative action in order to cause the exercise of an Option Option, the grant of any Restricted Stock Award or the issuance of shares of Stock pursuant to the Plan thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that an Option shall not be exercisable until the shares of Stock covered by such Option are registered or are exempt from registration, the exercise of such Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. 15.2. Rule 16b-3. During any time when the Company has a class of equity securities registered under Section 12 of the Exchange Act, it is the intent of the Company that Awards and the exercise of Options granted to officers and directors hereunder will qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan or action by the Board or Committee does not comply with the requirements of Rule 16b-3, it shall be deemed inoperative to the extent permitted by law and deemed advisable by the Board, and shall not affect the validity of the Plan. In the event that Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify this Plan in any respect necessary to satisfy the requirements of, or to take advantage of any features of, the revised exemption or its replacement.View More
Requirements of Law. General. The Company shall not be required to sell or issue any shares of Stock under any Option or Restricted Stock Award if the sale or issuance of such shares would shall constitute a violation by the Grantee, any other individual exercising an Option, optionee, by the Restricted Stock Award recipient, or by the Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the C...ompany shall determine, in its discretion, that the listing, registration or qualification of any shares subject to an Award upon any securities exchange or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance or purchase of shares hereunder, no shares of Stock may be issued or sold to the Grantee or any other individual exercising an Option pursuant to such Award unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company, and any delay caused thereby shall in no way affect the date of termination of the Award. Specifically, authority. In addition, in connection with the Securities Act, upon the exercise of any Option or the delivery of any shares of Stock underlying an Award, unless a registration statement under such Act is in effect with respect to the shares of Stock covered by such Award, the Company shall not be required to sell or issue such any shares upon exercise of any Option unless the Committee Company has received evidence satisfactory to it to the effect that the Grantee or any other individual exercising an holder of such Option may acquire will not transfer such shares except pursuant to an exemption from a registration statement in effect under the Securities Act. Act or unless an opinion of counsel satisfactory to the Company has been received by the Company to the effect that such registration is not required in connection with any such transfer. Any determination in this connection by the Committee Board of Directors shall be final, binding, binding and conclusive. In the event the shares issuable on exercise of an Option are not registered under the Act or under the securities laws of each relevant state or other jurisdiction, the Company may imprint on the certificate(s) appropriate legends that counsel for the Company considers necessary or advisable to comply with the Act or any such state or other securities law. The Company may, may register, but shall in no event shall be obligated to, register to register, any securities covered hereby by the Plan pursuant to the Securities Act. Act; and in the event any shares are so registered the Company may remove any legend on certificates representing such shares. The Company shall not be obligated to take any affirmative action in order to cause the exercise of an Option Option, the grant of any Restricted Stock Award or the issuance of shares of Stock pursuant to the Plan thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that an Option shall not be exercisable until the shares of Stock covered by such Option are registered or are exempt from registration, the exercise of such Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. 15.2. Rule 16b-3. During any time when the Company has a class of equity securities registered under Section 12 of the Exchange Act, it is the intent of the Company that Awards and the exercise of Options granted to officers and directors hereunder will qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan or action by the Board or Committee does not comply with the requirements of Rule 16b-3, it shall be deemed inoperative to the extent permitted by law and deemed advisable by the Board, and shall not affect the validity of the Plan. In the event that Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify this Plan in any respect necessary to satisfy the requirements of, or to take advantage of any features of, the revised exemption or its replacement.View More
Requirements of Law. General. The Company shall not be required to sell or issue any shares of Stock under any Option or Restricted Stock Award if the sale or issuance of such shares would shall constitute a violation by the Grantee, any other individual exercising an Option, optionee, the Restricted Stock Award recipient, or by the Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Comp...any shall determine, in its discretion, that the listing, registration or qualification of any shares subject to an Award upon any securities exchange or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance or purchase of shares hereunder, no shares of Stock may be issued or sold to the Grantee or any other individual exercising an Option pursuant to such Award unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company, and any delay caused thereby shall in no way affect the date of termination of the Award. Specifically, authority. In addition, in connection with the Securities Act, upon the exercise of any Option or the delivery of any shares of Stock underlying an Award, unless a registration statement under such Act is in effect with respect to the shares of Stock covered by such Award, the Company shall not be required to sell or issue such any shares upon exercise of any Option unless the Committee Company has received evidence satisfactory to it to the effect that the Grantee or any other individual exercising an holder of such Option may acquire will not transfer such shares except pursuant to an exemption from a registration statement in effect under the Securities Act. Act or unless an opinion of counsel satisfactory to the Company has been received by the Company to the effect that such registration is not required in connection with any such transfer. Any determination in this connection by the Committee Board shall be final, binding, binding and conclusive. In the event the shares issuable on exercise of an Option are not registered under the Act or under the securities laws of each relevant state or other jurisdiction, the Company may imprint on the certificate(s) appropriate legends that counsel for the Company considers necessary or advisable to comply with the Act or any such state or other securities law. The Company may, may register, but shall in no event shall be obligated to, register to register, any securities covered hereby by the Plan pursuant to the Securities Act. Act; and in the event any shares are so registered the Company may remove any legend on certificates representing such shares. The Company shall not be obligated to take any affirmative action in order to cause the exercise of an Option Option, the grant of any Restricted Stock Award or the issuance of shares of Stock pursuant to the Plan thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that an Option shall not be exercisable until the shares of Stock covered by such Option are registered or are exempt from registration, the exercise of such Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. 15.2. Rule 16b-3. During any time when the Company has a class of equity securities registered under Section 12 of the Exchange Act, it is the intent of the Company that Awards and the exercise of Options granted to officers and directors hereunder will qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan or action by the Board or Committee does not comply with the requirements of Rule 16b-3, it shall be deemed inoperative to the extent permitted by law and deemed advisable by the Board, and shall not affect the validity of the Plan. In the event that Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify this Plan in any respect necessary to satisfy the requirements of, or to take advantage of any features of, the revised exemption or its replacement.View More
Requirements of Law. General. The Company shall not be required to sell or issue any shares on the exercise of Stock under any Award the Option if the sale or issuance of such shares would shall constitute a violation by the Grantee, any other individual exercising an Option, Director or the Company of any provision provisions of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If authority. The Option shall be subject to the requi...rements that, if at any time the Board of Directors of the Company or the Committee shall determine, in its discretion, determine that the listing, registration or qualification of any the shares subject to an Award thereto upon any securities exchange or under any state or federal law of the United States or of any other country or governmental subdivision thereof, or the consent or approval of any governmental regulatory body is body, or investment or other representations, are necessary or desirable as a condition of, or in connection with, with the issuance issue or purchase of shares hereunder, no shares of Stock subject thereto, the Option may not be issued exercised in whole or sold to the Grantee or any other individual exercising an Option pursuant to such Award in part unless such listing, registration, qualification, consent consent, approval or approval representation shall have been effected or obtained free of any conditions not acceptable to the Company, and Board of Directors. If required at any delay caused thereby shall in no way affect time by the date Board of termination of Directors or the Award. Specifically, Committee, the Option may not be exercised until the Director has delivered an investment letter to the Company. In addition, specifically in connection with the Securities Act, Act of 1933 (as now in effect or hereafter amended) (the "Act"), upon the exercise of any Option or the delivery of any shares of Stock underlying an Award, unless a registration statement under such Act is in effect with respect to the shares of Stock covered by such Award, Option, the Company shall not be required to sell or issue such the underlying shares unless the Committee has received evidence satisfactory to it to the effect that the Grantee or any other individual exercising an Option may acquire Director will not transfer such shares except pursuant to an exemption from a registration statement in effect under the Securities Act. Act or unless an opinion of counsel satisfactory to the Committee has been received by the Company to the effect that such registration is not required. Any determination in this connection by the Committee shall be final, binding, binding and conclusive. In the event the shares issuable on exercise of the Option are not registered under the Act, the Company may imprint on the certificate for such shares the following legend or any other legend that counsel for the Company considers necessary or advisable to comply with the Act: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT UPON SUCH REGISTRATION OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED FOR SUCH SALE OR TRANSFER. 4 The Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. The Company shall not be obligated to take any other affirmative action in order to cause the exercise of an the Option or the issuance of shares of Stock Shares pursuant to the Plan thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that an Option shall not be exercisable until the shares of Stock covered by such Option are registered or are exempt from registration, the exercise of such Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. 15.2. Rule 16b-3. During any time when the Company has a class of equity securities registered under Section 12 of the Exchange Act, it is the intent of the Company that Awards and the exercise of Options granted to officers and directors hereunder will qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan or action by the Board or Committee does not comply with the requirements of Rule 16b-3, it shall be deemed inoperative to the extent permitted by law and deemed advisable by the Board, and shall not affect the validity of the Plan. In the event that Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify this Plan in any respect necessary to satisfy the requirements of, or to take advantage of any features of, the revised exemption or its replacement.View More
Requirements of Law. General. The Company shall not be required to sell or issue any shares on the exercise of Stock under any Award the Option if the sale or issuance of such shares would shall constitute a violation by the Grantee, any other individual exercising an Option, Employee or the Company of any provision provisions of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If authority. The Option shall be subject to the requi...rements that, if at any time the Board of Directors of the Company or the Committee shall determine, in its discretion, determine that the listing, registration or qualification of any the shares subject to an Award thereto upon any securities exchange or under any state or federal law of the United States or of any other country or governmental subdivision thereof, or the consent or approval of any governmental regulatory body is body, or investment or other representations, are necessary or desirable as a condition of, or in connection with, with the issuance issue or purchase of shares hereunder, no shares of Stock subject thereto, the Option may not be issued exercised in whole or sold to the Grantee or any other individual exercising an Option pursuant to such Award in part unless such listing, registration, qualification, consent consent, approval or approval representation shall have been effected or obtained free of any conditions not acceptable to the Company, and Board of Directors. If required at any delay caused thereby shall in no way affect time by the date Board of termination of Directors or the Award. Specifically, Committee, the Option may not be exercised until the Employee has delivered an investment letter to the Company. In addition, specifically in connection with the Securities Act, Act of 1933 (as now in effect or hereafter amended) (the "Act"), upon the exercise of any Option or the delivery of any shares of Stock underlying an Award, unless a registration statement under such Act is in effect with respect to the shares of Stock covered by such Award, Option, the Company shall not be required to sell or issue such the underlying shares unless the Committee has received evidence satisfactory to it to the effect that the Grantee or any other individual exercising an Option may acquire Employee will not transfer such shares except pursuant to an exemption from a registration statement in effect under the Securities Act. Act or unless an opinion of counsel satisfactory to the Committee has been received by the Company to the effect that such registration is not required. Any determination in this connection by the Committee shall be final, binding, binding and conclusive. In the event the shares issuable on exercise of the Option are not registered under the Act, the Company may imprint on the certificate for such shares the following legend or any other legend that counsel for the Company considers necessary or advisable to comply with the Act: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT UPON SUCH REGISTRATION OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED FOR SUCH SALE OR TRANSFER. 5 The Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. The Company shall not be obligated to take any other affirmative action in order to cause the exercise of an the Option or the issuance of shares of Stock Shares pursuant to the Plan thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that an Option shall not be exercisable until the shares of Stock covered by such Option are registered or are exempt from registration, the exercise of such Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. 15.2. Rule 16b-3. During any time when the Company has a class of equity securities registered under Section 12 of the Exchange Act, it is the intent of the Company that Awards and the exercise of Options granted to officers and directors hereunder will qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan or action by the Board or Committee does not comply with the requirements of Rule 16b-3, it shall be deemed inoperative to the extent permitted by law and deemed advisable by the Board, and shall not affect the validity of the Plan. In the event that Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify this Plan in any respect necessary to satisfy the requirements of, or to take advantage of any features of, the revised exemption or its replacement.View More
Requirements of Law. General. The Company shall not be required to sell or issue any shares of Stock under any Award if the sale or issuance of such shares would shall constitute a violation by the Grantee, any other individual exercising an Option, Award recipient, or by the Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Company shall determine, in its discretion, that the listing, ...registration or qualification of any shares subject to an Award upon any securities exchange or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance or purchase of shares hereunder, no shares of Stock may be issued or sold to the Grantee or any other individual exercising an Option pursuant to such Award unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company, and any delay caused thereby shall in no way affect the date of termination of the Award. Specifically, authority. In addition, in connection with the Securities Act, upon the exercise of any Option or the delivery of any shares of Stock underlying an Award, unless a registration statement under such Act is in effect with respect to the shares of Stock covered by such Award, the Company shall not be required to sell or issue such any shares upon exercise of any Option unless the Committee Company has received evidence satisfactory to it to the effect that the Grantee or any other individual exercising an holder of such Option may acquire will not transfer such shares except pursuant to an exemption from a registration statement in effect under the Securities Act. Act or unless an opinion of counsel satisfactory to the Company has been received by the Company to the effect that such registration is not required in connection with any such transfer. Any determination in this connection by the Committee Board shall be final, binding, binding and conclusive. In the event the shares issuable on exercise of an Option are not registered under the Act or under the securities laws of each relevant state or other jurisdiction, the Company may imprint on the certificate(s) appropriate legends that counsel for the Company considers necessary or advisable to comply with the Act or any such state or other securities law. The Company may, may register, but shall in no event shall be obligated to, register to register, any securities covered hereby by the Plan pursuant to the Securities Act. Act; and in the event any shares are so registered the Company may remove any legend on certificates representing such shares. The Company shall not be obligated to take any affirmative action in order to cause the exercise of an Option Option, the grant of any Award or the issuance of shares of Stock pursuant to the Plan thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that an Option shall not be exercisable until the shares of Stock covered by such Option are registered or are exempt from registration, the exercise of such Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. 15.2. Rule 16b-3. During any time when the Company has a class of equity securities registered under Section 12 of the Exchange Act, it is the intent of the Company that Awards and the exercise of Options granted to officers and directors hereunder will qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan or action by the Board or Committee does not comply with the requirements of Rule 16b-3, it shall be deemed inoperative to the extent permitted by law and deemed advisable by the Board, and shall not affect the validity of the Plan. In the event that Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify this Plan in any respect necessary to satisfy the requirements of, or to take advantage of any features of, the revised exemption or its replacement.View More
