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.
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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 or regulation of any governmental authority, Applicable Laws, including
without limitation any fe
...deral 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 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 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. 26 17.2 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 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.
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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 or otherwise, if the
sale offer, sale, or issuance of such shares
of Stock would constitute a violation by the Grantee,
the Company, the Bank, or an Affiliate, or any other
individual exercising an Option, or the Company person, of any provision of
any law or regulation of any governmental authority, Applicable Laws, including
without l...imitation 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 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 issued 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 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 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 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 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 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 that may be settled in shares of Stock shall not be exercisable until the shares of Stock covered by subject to such Option are registered under the securities laws thereof or are exempt from such registration, the exercise of such Option (under 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. 29 15.2 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 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.
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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, a SAR, or otherwise, if the
offer, sale or issuance of such shares
of Stock would constitute a violation by the Grantee, any other individual
exercising an Option, or entity, or the Company
or an Affiliate 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 offering, sale issuance 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 an Option or entity pursuant to the exercise of such Award 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 the Award. Specifically, in connection with Without limiting the Securities Act, generality of the 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 Board has received evidence satisfactory to it that the Grantee or any other individual or entity exercising an 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 pursuant to the Plan 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 such Option (or SAR) are registered under the securities laws thereof or are exempt from 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 16.2.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 pursuant to the Plan and the exercise of Options and SARs granted hereunder that would otherwise be subject to officers and directors hereunder Section 16(b) of the Exchange Act 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 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, 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 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.
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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, a SAR, or otherwise, if the
offer, sale or issuance of such shares
of Stock would constitute a violation by the Grantee, any other individual
exercising an Option, or entity, or the Company
or an Affiliate 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 offering, sale issuance 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 an Option or entity pursuant to the exercise of such Award 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 the Award. Specifically, in connection with Without limiting the Securities Act, generality of the 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 Board has received evidence satisfactory to it that the Grantee or any other individual or entity exercising an 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 pursuant to the Plan 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 such Option (or SAR) are registered under the securities laws thereof or are exempt from 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 registered under Section 12 of the Exchange Act, it is the intent 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 Section 16(b) of the Exchange Act 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 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, 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 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.
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Requirements of Law.
General. No participant in the Plan will be permitted to acquire, or will have any right to acquire, Shares thereunder if such acquisition would be prohibited by any share ownership limits contained in charter or bylaws or would impair the Company's status as a REIT. The Company shall not be required to
offer, sell or issue any
shares of Stock Shares under any Award if the
offer, sale or issuance of such
shares Shares would constitute a violation by the Grantee, any other individual
or entity ex
...ercising an Option, or the Company or an Affiliate 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 offering, listing, registration or qualification of any shares 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 Shares hereunder, no shares of Stock Shares may be offered, issued or sold to the Grantee or any other individual or entity exercising an Option pursuant to such Award unless such offering, 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, Without limiting the generality of the foregoing, in connection with the Securities Act, upon the exercise of any Option or any SAR that may be settled in Shares or the delivery of any shares of Stock Shares underlying an Award, unless a registration statement under such Act is in effect with respect to the shares of Stock Shares covered by such Award, the Company shall not be required to offer, sell or issue such shares Shares unless the Committee Board has received evidence satisfactory to it that the Grantee or any other individual or entity exercising an Option or SAR or accepting delivery of such Shares may acquire such shares 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 a SAR or the issuance of shares of Stock Shares pursuant to the Plan 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) shall not be exercisable until the shares of Stock Shares covered by 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 25 17.2.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 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 Section 16(b) of the Exchange Act 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 with respect to such Awards to the extent permitted by law Applicable 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 the Plan in any respect necessary to satisfy the requirements of, or to take advantage of any features of, the revised exemption or its replacement.
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Requirements of Law.
General. The Company shall not be required to sell or issue any shares of Stock under any
Award Grant if the sale or issuance of such shares would constitute a violation by the Grantee, any other individual exercising
an Option, a right emanating from such Grant, 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, tha
...t the listing, registration or qualification of any shares subject to an Award a Grant 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 Grant 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. Grant. Specifically, in connection with the Securities Act, upon the exercise of any Option right emanating from such Grant or the delivery of any shares of Stock underlying an Award, Restricted Stock, unless a registration statement under such the Securities Act is in effect with respect to the shares of Stock covered by such Award, Grant, 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. 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 -15- 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 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 Grants pursuant to the Plan 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. 14.3 Financial Reports. To the extent required by applicable law, not less often than annually, the Company shall furnish to Grantees summary financial information including a balance sheet regarding the Company's financial condition and results of operations, unless such Grantees have duties with the Company that assure them access to equivalent information. Such financial statements need not be audited.
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Requirements of Law.
General. The Company shall not be required to sell or issue any shares of Stock under any
Award Grant if the sale or issuance of such shares would constitute a violation by the Grantee, any other individual exercising
an Option, a right emanating from such Grant, 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, tha
...t the listing, registration or qualification of any shares subject to an Award a Grant 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 Grant 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. Grant. Specifically, in connection with the Securities Act, upon the exercise of any Option right emanating from such Grant or the delivery of any shares of Stock underlying an Award, Restricted Stock, unless a registration statement under such Act is in effect with respect to the shares of Stock covered by such Award, Grant, 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. 13 13.2 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 of the Company that Awards Grants pursuant to the Plan 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. 13.3 Financial Reports To the extent required by applicable law, not less often than annually the Company shall furnish to Grantees summary financial information including a balance sheet regarding the Company's financial conditions and results of operation, unless such Grantees have duties with the Company that assure them access to equivalent information. Such financial statements need not be audited.
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Requirements of Law.
General. The Company shall not be required to sell or issue any shares of Stock under any
Award Grant if the sale or issuance of such shares would constitute a violation by the Grantee, any other individual exercising
an Option, a right emanating from such Grant, 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, tha
...t the listing, registration or qualification of any shares subject to an Award a Grant 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 Grant 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. Grant. Specifically, in connection with the Securities Act, upon the exercise of any Option right emanating from such Grant or the delivery of any shares of Stock underlying an Award, Restricted Stock, unless a registration statement under such the Securities Act is in effect with respect to the shares of Stock covered by such Award, Grant, 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. 13.2 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 of the Company that Awards Grants pursuant to the Plan 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. 13.3 Financial Reports. To the extent required by applicable law, not less often than annually, the Company shall furnish to Grantees summary financial information including a balance sheet regarding the Company's financial condition and results of operations, unless such Grantees have duties with the Company that assure them access to equivalent information. Such financial statements need not be audited.
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Requirements of Law.
20.1 General. The Company shall not be required to sell or issue any
shares of Stock Shares under any Award if the sale or
12 issuance of such
shares Shares would constitute a violation by the
Grantee, Participant, any other
individual exercising an Option, individual, 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 discretio...n, determines that the listing, registration registration, or qualification of any shares Shares subject to an Award upon any securities exchange or under any governmental regulatory body is necessary or desirable as a term or condition of, or in connection with, the issuance or purchase of shares Shares hereunder, no shares of Stock Shares may be issued or sold to the Grantee Participant 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 terms and 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, Act of 1933 (the "Securities Act"), upon the exercise of any Option or the delivery of any shares of Stock Shares underlying an Award, unless a registration statement under such Act is in effect with respect to the shares of Stock Shares covered by such Award, the Company shall not be required to sell or issue such shares Shares unless the Committee has received evidence satisfactory to it that the Grantee Participant or any other individual exercising an Option may acquire such shares pursuant to Shares under 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 not be obligated to, register any securities covered hereby pursuant to under 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 Shares under 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 Shares 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. The Committee may require the Participant to sign such additional documentation, make such representations, and furnish such information as the Committee may consider appropriate in connection with the grant of Awards or issuance or delivery of Shares in compliance with applicable laws. 20.2 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 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 term or condition 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, Committee, and shall not affect the validity of the Plan. In the event that Rule 16b-3 is revised or replaced, the Board Committee may exercise its discretion to modify this the Plan in any respect necessary to satisfy the requirements of, or to take advantage of any features of, the revised exemption or its replacement.
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Requirements of Law.
General. General The Company
shall will not be required to sell or issue any
shares of Stock Shares under any Award if the sale or issuance of such
shares Shares would constitute a violation by the Grantee, any other
individual exercising an Option, individual, 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, deter...mines that the listing, registration registration, or qualification of any shares Shares subject to an Award upon any securities exchange or under any governmental regulatory body is necessary or desirable as a term or condition of, or in connection with, the issuance or purchase of shares Shares hereunder, no shares of Stock Shares 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 will have been effected or obtained free of any terms and conditions not acceptable to the Company, and any delay caused thereby shall will 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 Shares underlying an Award, unless a registration statement under such Act is in effect with respect to the shares of Stock Shares covered by such Award, the Company shall will not be required to sell or issue such shares 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 Shares under 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 will not be obligated to, register any securities covered hereby pursuant to under the Securities Act. The Company shall will 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 Shares under 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 will not be exercisable until the shares of Stock Shares 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 will be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. 15.2. 15 14.2. Rule 16b-3. 16b-3 During any time when the Company has a class of equity securities security registered under Section 12 of the Exchange Act, Act ยง 12, 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 term or condition of the Plan or action by the Board or Committee does not comply with the requirements of Rule 16b-3, it shall will be deemed inoperative to the extent permitted by law and deemed advisable by the Board, and shall will not affect the validity of the Plan. In the event that If Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify this the Plan in any respect necessary to satisfy the requirements of, or to take advantage of any features of, the revised exemption or its replacement.
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