Common use of Additional Provisions Related to Exercise Clause in Contracts

Additional Provisions Related to Exercise. (a) WPCC in its discretion may, as a condition to the exercise of the Option, require the Optionee (i) to represent in writing that the shares of the Class A Common Stock received upon exercise of the Option are being acquired for investment and not with a view to distribution and (ii) to make such other representations and warranties as are deemed appropriate by counsel to WPCC. No shares of the Class A Common Stock shall be issued and delivered upon the exercise of the Option unless and until WPCC and/or the Optionee shall have complied with all applicable Federal or state registration, listing and/or qualification requirements and all other requirements of law or of any regulatory agencies having jurisdiction. (b) Stock certificates representing shares of the Class A Common Stock acquired upon the exercise of the Option that have not been registered under the Securities Act shall bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL TO VANSTAR CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT."

Additional Provisions Related to Exercise. (a) WPCC in its discretion may, as a condition to the exercise The Option shall be exercisable only on such date or dates and during such period and for such number of the Option, require the Optionee (i) to represent in writing that the shares of the Class A Common Stock received upon exercise of the Option are being acquired for investment and not with a view to distribution and (ii) to make such other representations and warranties as are deemed appropriate by counsel to WPCC. No shares of the Class A Common Stock shall be issued and delivered upon the exercise of the Option unless and until WPCC and/or the Optionee shall have complied with all applicable Federal or state registration, listing and/or qualification requirements and all other requirements of law or of any regulatory agencies having jurisdictionset forth in this Agreement. (b) state governmental authority, or he or she obtains a no-action letter from the Securities and Exchange Commission or appropriate state governmental authority with respect to the proposed transfer. (c) Stock certificates representing shares of the Class A Common Stock acquired upon the exercise of the Option that have not been registered under the Securities Act shall bear the following legend: "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD HYPOTHECATED OR TRANSFERRED OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE A REGISTRATION STATEMENT FOR THE SHARES UNDER IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OF 1933 OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO VANSTAR CORPORATION THE COMPANY THAT REGISTRATION IS SUCH SALE, OFFER FOR SALE, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION DOES NOT REQUIRED UNDER SAID VIOLATE THE PROVISIONS OF SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT."