Requirements of Law Clause Example with 51 Variations from Business Contracts

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 Board 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 Board 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 11 14.2.Section 25102(o) of the California Corporations Code. This Plan is intended to comply with Section 25102(o) of the California Corporations Code. In that regard, to the extent required by Section 25102(o), (i) the terms of any Options or SARs, to the extent vested and exercisable upon a Grantee's Separation from Service, shall include any minimum exercise periods following Separation from Service specified by Section 25102(o), and (ii) any repurchase right of the Company with respect to shares of Stock issued under the Plan shall include a minimum 90-day notice requirement. Any provision of this Plan which is inconsistent with Section 25102(o) shall, without further act or amendment by the Company or the Board, be reformed to comply with the requirements of Section 25102(o). 14.3.Rule 16b-3. During any time when the Company has a class of equity securities security 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 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 Board 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 Board 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. 11 14.2. Section 25102(o) of the California Corporations Code. This Plan is intended to comply with Section 25102(o) of the California Corporations Code. In that regard, to the extent required by Section 25102(o), (i) the terms of any Options or SARs, to the extent vested and exercisable upon a Grantee's Separation from Service, shall include any minimum exercise periods following Separation from Service specified by Section 25102(o), and (ii) any repurchase right of the Company with respect to shares of Stock issued under the Plan shall include a minimum 90-day notice requirement. Any provision of this Plan which is inconsistent with Section 25102(o) shall, without further act or amendment by the Company or the Board, be reformed to comply with the requirements of Section 25102(o). 14.3. Rule 16b-3. During any time when the Company has a class of equity securities security 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 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 Board 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 Board 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. 14.2. Section 25102(o) of the California Corporations Code. This Plan is intended to comply with Section 25102(o) of the California Corporations Code. In that regard, to the extent required by Section 25102(o), (i) the terms of any Options or SARs, to the extent vested and exercisable upon a Grantee's Separation from Service, shall include any minimum exercise periods following Separation from Service specified by Section 25102(o), and (ii) any repurchase right of the Company with respect to shares of Stock issued under the Plan shall include a minimum 90-day notice requirement. Any provision of this Plan which is inconsistent with Section 25102(o) shall, without further act or amendment by the Company or the Board, be reformed to comply with the requirements of Section 25102(o). 14 14.3. Rule 16b-3. During any time when the Company has a class of equity securities security 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 offer, sell or issue any shares of Stock under any Award Award, whether pursuant to the exercise of an Option or SAR or otherwise, if the offer, sale or issuance of such shares of Stock would constitute a violation by the Grantee, the Company or an Affiliate, or any other individual exercising an Option, or the Company person of any provision of any law the Company's articles of incorporation or regulation bylaws or of any governmental authority, App...licable Laws, 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 of Stock subject to an Award upon any securities exchange Stock Exchange or Securities Market or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance offering, issuance, sale or purchase of shares hereunder, of Stock in connection with any Award, no shares of Stock may be offered, issued or sold to the Grantee or any other individual exercising person under such Award, whether pursuant to the exercise of an Option pursuant to such Award or SAR or otherwise, unless such listing, registration, qualification, consent registration or approval qualification 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 such Award. Without limiting the Award. Specifically, in connection with generality of the Securities Act, foregoing, upon the exercise of any Option or any SAR that may be settled in shares of Stock or the delivery of any shares of Stock underlying an Award, unless a registration statement under such the Securities Act is in effect with respect to the shares of Stock covered by subject to such Award, the Company shall not be required to offer, sell or issue such shares of Stock unless the Committee has shall have received evidence satisfactory to it that the Grantee or any other individual person exercising an such Option or SAR or accepting delivery of such shares may acquire such shares of Stock pursuant to an exemption from registration under the Securities Act. Any determination in this connection by the Committee in connection with the foregoing shall be final, binding, and conclusive. The Company may, may register, but shall in no event be obligated to, register to register, any shares of Stock or other securities covered hereby issuable pursuant to the Plan 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 a SAR or the issuance of shares of Stock or other securities issuable pursuant to the Plan or any Award to comply with any law or regulation of any governmental authority. Applicable Laws. As to any jurisdiction that expressly imposes the requirement that an Option or SAR that may be settled in shares of Stock shall not be exercisable until the shares of Stock covered by subject to such Option or SAR are registered under the securities laws thereof or are exempt from such registration, the exercise of such Option (under or SAR under circumstances in which the laws of such jurisdiction apply) apply shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. 15.2. 16.2 Rule 16b-3. During any time when the Company has a class of equity securities security registered under Section 12 of the Exchange Act, it is the intent intention of the Company that Awards pursuant to the Plan and the exercise of Options and SARs granted hereunder that would otherwise be subject to officers and directors hereunder will Section 16(b) of the Exchange Act shall 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 such Rule 16b-3, it such provision or action shall be deemed inoperative with respect to such Awards to 19 the extent permitted by law Applicable Laws and deemed advisable by the Board, Committee, and shall not affect the validity of the Plan. In the event that such Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify this the Plan in any respect necessary or advisable in its judgment to satisfy the requirements of, or to take advantage permit the Company to avail itself of any features the benefits of, the revised exemption or its replacement. View More

Requirements of Law. General. The Company shall not be required to sell offer, sell, or issue any shares of Stock under any Award Award, whether pursuant to the exercise of an Option, a SAR, or otherwise, if the sale offer, sale, or issuance of such shares of Stock would constitute a violation by the Grantee, the Company, an Affiliate, or any other individual exercising an Option, or the Company Person of any provision of any law the Company's articles of incorporation or regulation bylaws or of any governmental aut...hority, Applicable Laws, 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 registration, or qualification of any shares of Stock subject to an Award upon any securities exchange Stock Exchange or Securities Market or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance offering, sale, issuance, or purchase of shares hereunder, of Stock in connection with any Award, no shares of Stock may be offered, sold, or issued or sold to the Grantee or any other individual exercising an Option Person under such Award, whether pursuant to such Award the exercise of an Option, a SAR, or otherwise, unless such listing, registration, qualification, consent or approval qualification 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 such Award. Without limiting the Award. Specifically, in connection with generality of the Securities Act, foregoing, upon the exercise of any Option or any SAR that may be settled in shares of Stock or the delivery of any shares of Stock underlying an Award, unless a registration statement under such the Securities Act is in effect with respect to the shares of Stock covered by subject to such Award, the Company shall not be required to sell offer, sell, or issue such shares of Stock unless the Committee has shall have received evidence satisfactory to it that the Grantee or any other individual Person exercising an such Option or SAR or accepting delivery of such shares may acquire such shares of Stock pursuant to an exemption from registration under the Securities Act. Any determination in this connection by the Committee in connection with the foregoing shall be final, binding, and conclusive. The Company may, may register, but shall in no event be obligated to, register to register, any shares of Stock or other securities covered hereby issuable pursuant to the Plan 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 a SAR or the issuance of shares of Stock or other securities issuable pursuant to the Plan or any Award to comply with any law or regulation of any governmental authority. Applicable Laws. As to any jurisdiction that expressly imposes the requirement that an Option or SAR that may be settled in shares of Stock shall not be exercisable until the shares of Stock covered by subject to such Option or SAR are registered under the securities laws thereof or are exempt from such registration, the exercise of such Option (under or SAR under circumstances in which the laws of such jurisdiction apply) apply shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. 15.2. 20 15.2 Rule 16b-3. During any time when the Company has a any class of common equity securities registered under Section 12 of the Exchange Act, it is the intent intention of the Company that Awards pursuant to the Plan and the exercise of Options and SARs granted hereunder that would otherwise be subject to officers and directors hereunder will Section 16(b) of the Exchange Act shall 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 such Rule 16b-3, it such provision or action shall be deemed inoperative with respect to such Awards to the extent permitted by law Applicable Laws and deemed advisable by the Board, Committee and shall not affect the validity of the Plan. In the event that such Rule 16b-3 is revised or replaced, the Board Committee may exercise its discretion to modify this the Plan in any respect necessary or advisable in its judgment to satisfy the requirements of, or to take advantage permit the Company to avail itself of any features the benefits of, the revised exemption or its replacement. View More

Requirements of Law. General. The Company shall not be required to offer, sell or issue any shares of Stock under any Award Award, whether pursuant to the exercise of an Option or SAR or otherwise, if the offer, sale or issuance of such shares of Stock would constitute a violation by the Grantee, the Company or an Affiliate, or any other individual exercising an Option, or the Company person of any provision of any law the Company's articles of incorporation or regulation bylaws or of any governmental authority, App...licable Laws, 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 of Stock subject to an Award upon any securities exchange Stock Exchange or Securities Market or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance offering, issuance, sale or purchase of shares hereunder, of Stock in connection with any Award, no shares of Stock may be offered, issued or sold to the Grantee or any other individual exercising person under such Award, whether pursuant to the exercise of an Option pursuant to such Award or SAR or otherwise, unless such listing, registration, qualification, consent registration or approval qualification 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 such Award. Without limiting the Award. Specifically, in connection with generality of the Securities Act, foregoing, upon the exercise of any Option or any SAR that may be settled in shares of Stock or the delivery of any shares of Stock underlying an Award, unless a registration statement under such the Securities Act is in effect with respect to the shares of Stock covered by subject to such Award, the Company shall not be required to offer, sell or issue such shares of Stock unless the Committee has shall have received evidence satisfactory to it that the Grantee or any other individual person exercising an such Option or SAR or accepting delivery of such shares may acquire such shares of Stock pursuant to an exemption from registration under the Securities Act. Any determination in this connection by the Committee in connection with the foregoing shall be final, binding, and conclusive. The Company may, may register, but shall in no event be obligated to, register to register, any shares of Stock or other securities covered hereby issuable pursuant to the Plan 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 a SAR or the issuance of shares of Stock or other securities issuable pursuant to the Plan or any Award to comply with any law or regulation of any governmental authority. Applicable Laws. As to any jurisdiction that expressly imposes the requirement that an Option or SAR that may be settled in shares of Stock shall not be exercisable until the shares of Stock covered by subject to such Option or SAR are registered under the securities laws thereof or are exempt from such registration, the exercise of such Option (under or SAR under circumstances in which the laws 23 of such jurisdiction apply) apply shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. 15.2. Rule 16.2Rule 16b-3. During any time when the Company has a class of equity securities security registered under Section 12 of the Exchange Act, it is the intent intention of the Company that Awards pursuant to the Plan and the exercise of Options and SARs granted hereunder that would otherwise be subject to officers and directors hereunder will Section 16(b) of the Exchange Act shall 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 such Rule 16b-3, it such provision or action shall be deemed inoperative with respect to such Awards to the extent permitted by law Applicable Laws and deemed advisable by the Board, Committee, and shall not affect the validity of the Plan. In the event that such Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify this the Plan in any respect necessary or advisable in its judgment to satisfy the requirements of, or to take advantage permit the Company to avail itself of any features the benefits of, the revised exemption or its replacement. View More

Requirements of Law. General. The Company shall not be required to offer, sell or issue any shares of Stock under any Award Award, whether pursuant to the exercise of an Option or SAR or otherwise, if the offer, sale or issuance of such shares of Stock would constitute a violation by the Grantee, the Company or an Affiliate, or any other individual exercising an Option, or the Company person of any provision of any law the Company's articles of incorporation or regulation bylaws or of any governmental authority, App...licable Laws, 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 of Stock subject to an Award upon any securities exchange Stock Exchange or Securities Market or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance offering, issuance, sale or purchase of shares hereunder, of Stock in connection with any Award, no shares of Stock may be offered, issued or sold to the Grantee or any other individual exercising person under such Award, whether pursuant to the exercise of an Option pursuant to such Award or SAR or otherwise, 23 unless such listing, registration, qualification, consent registration or approval qualification 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 such Award. Without limiting the Award. Specifically, in connection with generality of the Securities Act, foregoing, upon the exercise of any Option or any SAR that may be settled in shares of Stock or the delivery of any shares of Stock underlying an Award, unless a registration statement under such the Securities Act is in effect with respect to the shares of Stock covered by subject to such Award, the Company shall not be required to offer, sell or issue such shares of Stock unless the Committee has shall have received evidence satisfactory to it that the Grantee or any other individual person exercising an such Option or SAR or accepting delivery of such shares may acquire such shares of Stock pursuant to an exemption from registration under the Securities Act. Any determination in this connection by the Committee in connection with the foregoing shall be final, binding, and conclusive. The Company may, may register, but shall in no event be obligated to, register to register, any shares of Stock or other securities covered hereby issuable pursuant to the Plan 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 a SAR or the issuance of shares of Stock or other securities issuable pursuant to the Plan or any Award to comply with any law or regulation of any governmental authority. Applicable Laws. As to any jurisdiction that expressly imposes the requirement that an Option or SAR that may be settled in shares of Stock shall not be exercisable until the shares of Stock covered by subject to such Option or SAR are registered under the securities laws thereof or are exempt from such registration, the exercise of such Option (under or SAR under circumstances in which the laws of such jurisdiction apply) apply shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. 15.2. Rule 16.2Rule 16b-3. During any time when the Company has a class of equity securities security registered under Section 12 of the Exchange Act, it is the intent intention of the Company that Awards pursuant to the Plan and the exercise of Options and SARs granted hereunder that would otherwise be subject to officers and directors hereunder will Section 16(b) of the Exchange Act shall 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 such Rule 16b-3, it such provision or action shall be deemed inoperative with respect to such Awards to the extent permitted by law Applicable Laws and deemed advisable by the Board, Committee, and shall not affect the validity of the Plan. In the event that such Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify this the Plan in any respect necessary or advisable in its judgment to satisfy the requirements of, or to take advantage permit the Company to avail itself of any features the benefits of, the revised exemption or its replacement. View More

Requirements of Law. General. The Company shall not be required to sell offer, sell, or issue any shares of Stock under any Award Award, whether pursuant to the exercise of an Option, a SAR, or otherwise, if the sale offer, sale, or issuance of such shares of Stock would constitute a violation by the Grantee, the Company, an Affiliate, or any other individual exercising an Option, or the Company Person of any provision of any law the Company's certificate of incorporation or regulation bylaws or of any governmental ...authority, Applicable Laws, 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 registration, or qualification of any shares of Stock subject to an Award upon any securities exchange Stock Exchange or Securities Market or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance offering, sale, issuance, or purchase of shares hereunder, of Stock in connection with any Award, no shares of Stock may be offered, sold, or issued or sold to the Grantee or any other individual exercising an Option Person under such Award, whether pursuant to such Award the exercise of an Option, a SAR, or otherwise, unless such listing, registration, qualification, consent or approval qualification 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 such Award. Without limiting the Award. Specifically, in connection with generality of the Securities Act, foregoing, upon the exercise of any Option or any SAR that may be settled in shares of Stock or the delivery of any shares of Stock underlying an Award, unless a registration statement under such the Securities Act is in effect with respect to the shares of Stock covered by subject to such Award, the Company shall not be required to sell offer, sell, or issue such shares of Stock unless the Committee has shall have received evidence satisfactory to it 23 that the Grantee or any other individual Person exercising an such Option or SAR or accepting delivery of such shares may acquire such shares of Stock pursuant to an exemption from registration under the Securities Act. Any determination in this connection by the Committee in connection with the foregoing shall be final, binding, and conclusive. The Company may, may register, but shall in no event be obligated to, register to register, any shares of Stock or other securities covered hereby issuable pursuant to the Plan 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 a SAR or the issuance of shares of Stock or other securities issuable pursuant to the Plan or any Award to comply with any law or regulation of any governmental authority. Applicable Laws. As to any jurisdiction that expressly imposes the requirement that an Option or SAR that may be settled in shares of Stock shall not be exercisable until the shares of Stock covered by subject to such Option or SAR are registered under the securities laws thereof or are exempt from such registration, the exercise of such Option (under or SAR under circumstances in which the laws of such jurisdiction apply) apply shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. 15.2. 15.2 Rule 16b-3. During any time when the Company has a any class of common equity securities registered under Section 12 of the Exchange Act, it is the intent intention of the Company that Awards pursuant to the Plan and the exercise of Options and SARs granted hereunder that would otherwise be subject to officers and directors hereunder will Section 16(b) of the Exchange Act shall 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 such Rule 16b-3, it such provision or action shall be deemed inoperative with respect to such Awards to the extent permitted by law Applicable Laws and deemed advisable by the Board, Committee and shall not affect the validity of the Plan. In the event that such Rule 16b-3 is revised or replaced, the Board Committee may exercise its discretion to modify this the Plan in any respect necessary or advisable in its judgment to satisfy the requirements of, or to take advantage permit the Company to avail itself of any features the benefits of, the revised exemption or its replacement. View More

Requirements of Law. General. The Company shall not be required to sell offer, sell, or issue any shares of Stock under any Award Award, whether pursuant to the exercise of an Option, a SAR, or otherwise, if the sale offer, sale, or issuance of such shares of Stock would constitute a violation by the Grantee, the Company, an Affiliate, or any other individual exercising an Option, or the Company Person of any provision of any law the Company's certificate of incorporation or regulation bylaws or of any governmental ...authority, Applicable Laws, 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 registration, or qualification of any shares of Stock subject to an Award upon any securities exchange Stock Exchange or Securities Market or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance offering, sale, issuance, or purchase of shares hereunder, of Stock in connection with any Award, no shares of Stock may be offered, sold, or issued or sold to the Grantee or any other individual exercising an Option Person under such Award, whether pursuant to such Award the exercise of an Option, a SAR, or otherwise, unless such listing, registration, qualification, consent or approval qualification 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 such Award. Without limiting the Award. Specifically, in connection with generality of the Securities Act, foregoing, upon the exercise of any Option or any SAR that may be settled in shares of Stock or the delivery of any shares of Stock underlying an Award, unless a registration statement under such the Securities 18 Act is in effect with respect to the shares of Stock covered by subject to such Award, the Company shall not be required to sell offer, sell, or issue such shares of Stock unless the Committee has Board shall have received evidence satisfactory to it that the Grantee or any other individual Person exercising an such Option or SAR or accepting delivery of such shares may acquire such shares of Stock pursuant to an exemption from registration under the Securities Act. Any determination in this connection by the Committee Board in connection with the foregoing shall be final, binding, and conclusive. The Company may, may register, but shall in no event be obligated to, register to register, any shares of Stock or other securities covered hereby issuable pursuant to the Plan 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 a SAR or the issuance of shares of Stock or other securities issuable pursuant to the Plan or any Award to comply with any law or regulation of any governmental authority. Applicable Laws. As to any jurisdiction that expressly imposes the requirement that an Option or SAR that may be settled in shares of Stock shall not be exercisable until the shares of Stock covered by subject to such Option or SAR are registered or under the securities laws thereof Of are exempt from .such registration, the exercise of such Option (under or SAR under circumstances in which the laws of such jurisdiction apply) apply shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. 15.2. 12.2 Rule 16b-3. During any time when the Company has a any class of common equity securities registered under Section 12 of the Exchange Act, it is the intent intention of the Company that Awards pursuant to the Plan and the exercise of Options and SARs granted hereunder that would otherwise be subject to officers and directors hereunder will Section 16(b) of the Exchange Act shall 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 such Rule 16b-3, it such provision or action shall be deemed inoperative with respect to such Awards to the extent permitted by law Applicable Laws and deemed advisable by the Board, Committee and shall not affect the validity of the Plan. In the event that such Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify this the Plan in any respect necessary or advisable in its judgment to satisfy the requirements of, or to take advantage permit the Company to avail itself of any features the benefits of, the revised exemption or its replacement. View More

Requirements of Law. General. The Company shall not be required to sell offer, sell, or issue any shares of Stock under any Award Award, whether pursuant to the exercise of an Option, a SAR, or otherwise, if the sale offer, sale, or issuance of such shares of Stock would constitute a violation by the Grantee, the Company, an Affiliate, or any other individual exercising an Option, or the Company Person of any provision of any law the Company's certificate of incorporation or regulation bylaws or of any governmental ...authority, Applicable Laws, 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 registration, or qualification of any shares of Stock subject to an Award upon any securities exchange Stock Exchange or Securities Market or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance offering, sale, issuance, or purchase of shares hereunder, of Stock in connection with any Award, no shares of Stock may be offered, sold, or issued or sold to the Grantee or any other individual exercising an Option Person under such Award, whether pursuant to such Award the exercise of an Option, a SAR, or otherwise, unless such listing, registration, qualification, consent or approval qualification 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 such Award. Without limiting the Award. Specifically, in connection with generality of the Securities Act, foregoing, upon the exercise of any Option or any SAR that may be settled in shares of Stock or the delivery of any shares of Stock underlying an Award, unless a registration statement under such the Securities Act is in effect with respect to the shares of Stock covered by subject to such Award, the 23 Company shall not be required to sell offer, sell, or issue such shares of Stock unless the Committee has shall have received evidence satisfactory to it that the Grantee or any other individual Person exercising an such Option or SAR or accepting delivery of such shares may acquire such shares of Stock pursuant to an exemption from registration under the Securities Act. Any determination in this connection by the Committee in connection with the foregoing shall be final, binding, and conclusive. The Company may, may register, but shall in no event be obligated to, register to register, any shares of Stock or other securities covered hereby issuable pursuant to the Plan 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 a SAR or the issuance of shares of Stock or other securities issuable pursuant to the Plan or any Award to comply with any law or regulation of any governmental authority. Applicable Laws. As to any jurisdiction that expressly imposes the requirement that an Option or SAR that may be settled in shares of Stock shall not be exercisable until the shares of Stock covered by subject to such Option or SAR are registered under the securities laws thereof or are exempt from such registration, the exercise of such Option (under or SAR under circumstances in which the laws of such jurisdiction apply) apply shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. 15.2. 15.2 Rule 16b-3. During any time when the Company has a any class of common equity securities registered under Section 12 of the Exchange Act, it is the intent intention of the Company that Awards pursuant to the Plan and the exercise of Options and SARs granted hereunder that would otherwise be subject to officers and directors hereunder will Section 16(b) of the Exchange Act shall 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 such Rule 16b-3, it such provision or action shall be deemed inoperative with respect to such Awards to the extent permitted by law Applicable Laws and deemed advisable by the Board, Committee and shall not affect the validity of the Plan. In the event that such Rule 16b-3 is revised or replaced, the Board Committee may exercise its discretion to modify this the Plan in any respect necessary or advisable in its judgment to satisfy the requirements of, or to take advantage permit the Company to avail itself of any features the benefits of, the revised exemption or its replacement. View More