Application of Securities Laws. (a) No shares of Common Stock may be purchased pursuant to the Option unless and until any then applicable requirements of the Securities and Exchange Commission and any other regulatory agencies, including any other state securities law commissioners having jurisdiction over Tracker or such issuance, and any exchanges upon which the Common Stock may be listed, shall have been fully satisfied. The Participant represents, agrees and certifies that if the Participant exercises the Option in whole or in part, the Participant will acquire the Common Stock issuable upon such exercise for the purpose of investment and not with a view to resale or distribution and that, as a condition to each such exercise, he will furnish to Tracker a written statement to such effect, satisfactory in form and substance to Tracker.
(b) The Participant understands that the certificate or certificates representing the Common Stock acquired pursuant to the Option may bear a legend referring to the fact that the Common Stock has not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and has not been qualified under any state securities laws and any limitations under the Securities Act and state securities laws with respect to the transfer of such Common Stock, and Tracker may impose stop transfer instructions to implement such limitations, if applicable. Any person or persons entitled to exercise the Option under the provisions of Section 5 above shall be bound by and obligated under the provisions of this Section 10 to the same extent as is the Participant.
(c) The Committee may impose such conditions on an Option or on its exercise or acceleration or on the payment of any withholding obligation (including without limitation restricting the time of exercise to specified periods) as may be required to satisfy applicable regulatory requirements.
(d) If at any time prior to the Expiration Date, the Company causes a registration statement ("Registration") under the Securities Act to become effective with respect to any shares of its Common Stock, the Company shall, within sixty (60) calendar days of the effective date of the Registration prepare and file with the Securities and Exchange Commission a registration statement on Form S-8 or any successor or similar forms with respect to the shares of its Common Stock reserved for issuance pursuant to the Plan and use its reasonable commercial efforts to cause such registration statement to become effective,...
Application of Securities Laws. The Parties acknowledge that the transactions contemplated pursuant to this Article 4, including the issuance and resale of Common Shares and Convertible Securities, are subject to the Xxxxxxx Xxxxxxx Policy, applicable Securities Laws and the rules, policies and determinations of the Exchanges, which may impose restrictions on the issuance and resale of the securities acquired by the Investor hereunder. In particular, the Parties acknowledge that the transactions contemplated pursuant to this Article 4 may be subject to applicable Securities Laws regarding “related party transactions”. Notwithstanding anything else in this Agreement, the Parties agree that, if as a result of complying with such Securities Laws, the time periods provided herein cannot be practicably complied with, such time periods shall be deemed not to apply to the applicable transaction and the Parties shall use commercially reasonable efforts to complete the transactions contemplated and intended to be carried out herein in as expeditious a manner as is practical in order to comply with such applicable Securities Laws.
Application of Securities Laws. No shares of Common Stock may be ------------------------------ purchased pursuant to the Option unless and until any then applicable requirements of the Securities and Exchange Commission, the California Department of Corporations and any other regulatory agencies, including any other state securities law commissioners having jurisdiction over the Company or such issuance, and any exchanges upon which the Common Stock may be listed, shall have been fully satisfied. The Optionee represents, agrees and certifies that:
(a) If the Optionee exercises the Option in whole or in part at a time when there is not in effect under the Securities Act of 1933, as amended (the "Act"), a registration statement relating to the Common Stock issuable upon exercise and available for delivery to him a prospectus meeting the requirements of Section 10(a)(3) of the Act, the Optionee will acquire the Common Stock issuable upon such exercise for the purpose of investment and not with a view to resale or distribution and that, as a condition to each such exercise, he or she will furnish to the Company a written statement to such effect, satisfactory in form and substance to the Company, which statement also acknowledges that the Option shares have not been registered under the Act and are "restricted securities" within the meaning of Rule 144 under the Act and are subject to restrictions on transfer; and
(b) If and when the Optionee proposes to publicly ofer or sell the Common Stock issued to him upon exercise of the Option, the Optionee will notify the Company prior to any such offering or sale and will abide by the opinion of counsel to the Company as to whether and under what conditions and circumstances, if any, he may offer and sell such shares, but such procedure need not be followed if a Prospectus was delivered to the Optionee with the shares of Common Stock and the Common Stock was and is listed on the New York Stock Exchange or the American Stock Exchange.
Application of Securities Laws. (a) No shares of Common Stock may be issued pursuant to the Award or subsequently offered for sale unless and until any then applicable requirements of the Securities and Exchange Commission (the "Commission"), the California Commissioner of Corporations or any other regulatory agency having jurisdiction and any exchanges upon which the Common Stock may be listed shall have been fully complied with. Upon the Corporation's request, the Participant, or any other person entitled to such shares of Common Stock pursuant to the Award, shall provide written assurance of such compliance satisfactory to the Corporation.
(b) The Committee may impose such conditions on the Award or on its acceleration or on the payment of any withholding obligation as may be required to satisfy applicable regulatory requirements, including, without limitation, Rule 16b-3 (or any successor rule) promulgated by the Commission pursuant to the Securities Exchange Act of 1934, as amended.
Application of Securities Laws. Each Party hereby acknowledge that each is aware, and agrees that each will ensure that its Personnel to whom any Confidential Information is disclosed are also aware, of the general nature of applicable securities laws, including, without limitation, all applicable securities laws which may prohibit any Person that has material, non-public information concerning the matters which are the subject of this Article, from trading in securities of a Person which may be party to a transaction of the type contemplated by the Work, or from communicating such information to other Persons under circumstances in which it is reasonably foreseeable that such other Person is likely to purchase or sell such securities.
Application of Securities Laws. Pledgor recognizes that Lender's ability to effect a public sale of all or a part of the Pledged Securities may be limited by reason of certain prohibitions contained in the Securities Act of 1933, as amended, as now or hereafter in effect, the Securities Exchange Act of 1934, as amended, as now or hereafter in effect, or in applicable Blue Sky or other state securities laws, as now or hereafter in effect, and Lender may be compelled to resort to one or more private sales of the Pledged Securities to a restricted group of purchasers who may be obliged to agree, among other things, to acquire such Pledged Securities for their own account, for investment and not with a view to the distribution or resale thereof. Pledgor agrees that private sales so made may be at prices and other terms less favorable than if such Pledged Securities were sold at public sales, and that Lender has no obligation to delay sale of any such Pledged Securities for the period of time necessary to permit the issuer of such Pledged Securities, even if such issuer would agree, to register such Pledged Securities for public sale under such applicable securities laws. Pledgor agrees that private sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner.
Application of Securities Laws. The transfer of shares of CBC Common Stock pursuant to this Agreement is subject to all applicable federal and state laws, rules and regulations and to such approvals by any regulatory or governmental agency, including, without limitation, "no action" positions of the Securities and Exchange Commission (the "Commission"), which may be necessary or advisable in connection therewith. Without limiting the generality of the foregoing, no shares of CBC Common Stock may be purchased pursuant to the Option unless and until any then applicable requirements of the Commission, the California Department of Corporations and any other regulatory agencies (including any other state securities law commissioners having jurisdiction over the transfer) and any exchange upon which the CBC Common Stock may be listed, shall have been fully satisfied.
Application of Securities Laws. The Grantor and the Borrower recognize that the Secured Party's ability to effect a public sale of all or a part of the Collateral may be limited by reason of certain prohibitions contained in (a) the Securities Act of 1933, as amended, as now or hereafter in effect, (b) the Exchange Act, or (c) applicable Blue Sky or other state securities laws, as now or hereafter in effect, and the Secured Party may be compelled to resort to one or more private sales of the Collateral to a restricted group of purchasers who may be obliged to agree, among other things, to acquire such Collateral for their own account, for investment and not with a view to the distribution or resale thereof. The Grantor and the Borrower agree that private sales so made may be at prices and other terms less favorable than if such Collateral were sold at public sales, and that the Secured Party has no obligation to delay sale of any such Collateral for the period of time necessary to permit the Partnership, as issuer of such Collateral, even if the Partnership would agree, to register such Collateral for public sale under such applicable securities laws. The Grantor and the Borrower agree that private sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner.
Application of Securities Laws. No shares of Common Stock may be purchased pursuant to the Option unless and until any then applicable requirements of the Securities and Exchange Commission, or any other regulatory agency having jurisdiction and of any exchanges upon which the Common Stock may be listed shall have been fully complied with. The Optionee represents and agrees that if he exercises the Option in whole or in part at a time when there is not in effect under the Securities Act of 1933, as amended (the "Act"), a registration statement relating to the shares issuable upon exercise and available for delivery to him a prospectus meeting the requirement of Section 10(a) (3) of the Act, he will not acquire the shares issuable upon such exercise except for the purpose of investment and without a view to their resale or distribution and that, as a condition to each such exercise and at the request of the Corporation, he will furnish to the Corporation a written statement satisfactory to the Corporation in form and substance. The Optionee further represents and agrees that if and when he proposes to publicly offer to sell shares which are issued to him upon exercise of the option, he will notify the Corporation prior to any such offering or sale and will abide by the opinion of counsel to the Corporation as to whether and under what circumstances, if any, he may offer and sell such shares. Any person or persons entitled to exercise the Option under the provisions of Section 6 shall be obligated under the provisions of this Section 11 to the same extent as is the Optionee.
Application of Securities Laws. (a) No shares of Common Stock may be purchased pursuant to the Option unless and until any then applicable requirements of the Commission, and any other regulatory agencies, including any state securities agencies having jurisdiction over the Corporation or such issuance, and any exchanges upon which the Common Stock may be listed, shall have been fully satisfied. The Participant represents, agrees and certifies that:
(1) The Participant understands that the Option and the shares issuable upon exercise of the Option have not been registered under the Securities Act of 1933, as amended (the "Act"), or any state securities or blue sky law in reliance on available exemptions and that the Corporation is relying upon the Participant's representations and warranties herein in availing itself of said exemptions.
