Common use of Compliance and Registration Clause in Contracts

Compliance and Registration. If said Shares are not at that time effectively registered under the Securities Act of 1933, as amended, the Optionholder shall include with such notice a letter, in form and substance satisfactory to the Company, confirming that the Shares are being purchased for the Optionholder's own account for investment and not with a view to distribution. The issuance or delivery of any Shares hereunder may be postponed by the Committee for such period as may be required to comply with any applicable requirements under the Federal securities laws, any applicable listing requirements of NASDAQ or any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such Shares. The Company shall not be obligated to issue or deliver any such Shares if the issuance or delivery thereof would constitute a violation of any provision of any law or of any applicable regulation of any governmental authority, NASDAQ or any national securities exchange; but the Company shall exercise its reasonable efforts to cause the Shares that are the subject of the Option to be effectively registered on Form S-8 under the Securities Act of 1933, as amended, within nine months after the date when Company has first registered Shares on Form S-1 under said Securities Act, and for so long as the Company shall continue to be registered under the Exchange Act, the Company shall exercise its reasonable efforts to keep such registration in effect.

Appears in 2 contracts

Samples: Viisage Technology Inc, Viisage Technology Inc

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Compliance and Registration. If said Shares are not at that time effectively registered under the Securities Act of 1933, as amended, the Optionholder shall include with such notice a letter, in form and substance satisfactory to the Company, confirming that the Shares are being purchased for the Optionholder's own account for investment and not with a view to distribution. The issuance or delivery of any Shares hereunder may be postponed by the Committee Board for such period as may be required to comply with any applicable requirements under the Federal securities laws, any applicable listing requirements of NASDAQ or any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such Shares. The Company shall not be obligated to issue or deliver any such Shares if the issuance or delivery thereof would constitute a violation of any provision of any law or of any applicable regulation of any governmental authority, NASDAQ or any national securities exchange; but the Company shall exercise its reasonable efforts to cause the Shares that are the subject of the Option to be effectively registered on Form S-8 under the Securities Act of 1933, as amended, within nine months after the date when Company has first registered Shares on Form S-1 under said Securities Act, and for so long as the Company shall continue to be registered under the Exchange Act, the Company shall exercise its reasonable efforts to keep such registration in effect.

Appears in 1 contract

Samples: Option Certificate and Agreement (Viisage Technology Inc)

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Compliance and Registration. If said Shares are not at that time effectively registered under the Securities Act of 1933, as amended, the Optionholder shall include with such notice a letter, in form and substance satisfactory to the Company, confirming that the Shares are being purchased for the Optionholder's ’s own account for investment and not with a view to distribution. The issuance or delivery of any Shares hereunder may be postponed by the Committee for such period as may be required to comply with any applicable requirements under the Federal federal securities laws, any applicable listing requirements of NASDAQ the Nasdaq National Market or any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such Shares. The Company shall not be obligated to issue or deliver any such Shares if the issuance or delivery thereof would constitute a violation of any provision of any law or of any applicable regulation of any governmental authority, NASDAQ the Nasdaq National Market or any national securities exchange; but the Company shall exercise its reasonable efforts to cause the Shares that are the subject of the Option to be effectively registered on Form S-8 (or any successor form) under the Securities Act of 1933, as amended, within nine months after the date when Company has first registered Shares on Form S-1 under said Securities Act, and for so long as the Company shall continue be subject to be registered under the reporting requirements of the Exchange Act, the Company shall to exercise its reasonable efforts to keep such registration in effect.

Appears in 1 contract

Samples: Management Stock Option Agreement (Viisage Technology Inc)

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