Compliance with Legal Requirements. (a) No Option Shares shall be issued or transferred pursuant to this Option Agreement unless and until all legal requirements applicable to such issuance or transfer have, in the opinion of counsel to the Company, been satisfied. Such requirements may include, but are not limited to, registering or qualifying such Option Shares under any state or federal law, satisfying any applicable law relating to the transfer of unregistered securities or demonstrating the availability of an exemption from applicable laws, placing a legend on the Option Shares to the effect that they were issued in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the "Act"), and may not be transferred other than in reliance upon Rule 144 or Rule 701 promulgated under the Act, if available, or upon another exemption from the Act, or obtaining the consent or approval of any governmental regulatory body.
Appears in 10 contracts
Samples: Stock Option Agreement (Corporate Executive Board Co), Stock Option Agreement (Corporate Executive Board Co), Stock Option Agreement (Corporate Executive Board Co)
Compliance with Legal Requirements. (a) No Option Shares shall be issued or transferred pursuant to this Option Agreement unless and until all legal requirements applicable to such issuance or transfer have, in the opinion of counsel to the CompanyHoldings, been satisfied. Such requirements may include, but are not limited to, registering or qualifying such Option Shares under any state or federal law, satisfying any applicable law relating to the transfer of unregistered securities or demonstrating the availability of an exemption from applicable laws, placing a legend on the Option Shares to the effect that they were issued in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the "Act"), and --- may not be transferred other than in reliance upon Rule 144 or Rule 701 promulgated under the Act, if available, or upon another exemption from the Act, or obtaining the consent or approval of any governmental regulatory body.
Appears in 8 contracts
Samples: Stock Option Agreement (Iwo Holdings Inc), Stock Option Agreement (Iwo Holdings Inc), Stock Option Agreement (Independent Wireless One Corp)
Compliance with Legal Requirements. (a) No Option Shares shall be issued or transferred pursuant to this Option Agreement unless and until all legal requirements applicable to such issuance or transfer have, in the opinion of counsel to the Company, been satisfied. Such requirements may include, but are not limited to, registering or qualifying such Option Shares under any state or federal law, satisfying any applicable law relating to the transfer of unregistered securities or demonstrating the availability of an exemption from applicable laws, placing a legend on the Option Shares to the effect that they were issued in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the "Act"), and may not be transferred other than in reliance upon Rule 144 or Rule 701 promulgated under the Act, if available, or upon another exemption from the Act, or obtaining the consent or approval of any governmental regulatory body.
Appears in 7 contracts
Samples: Stock Option Agreement (Harborside Healthcare Corp), Stock Option Agreement (Werner Holding Co Inc /Pa/), Stock Option Agreement (Werner Holding Co Inc /Pa/)
Compliance with Legal Requirements. (a) No Option Shares shall be issued or transferred pursuant to this Option Agreement unless and until all legal requirements applicable to such issuance or transfer have, in the opinion of counsel to the Company, been satisfied. Such requirements may include, but are not limited to, registering or qualifying such Option Shares under any state or federal law, satisfying any applicable law relating to the transfer of unregistered securities or demonstrating the availability of an exemption from applicable laws, placing a legend on the Option Shares to the effect that they were issued in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the "“Act"”), and may not be transferred other than in reliance upon Rule 144 or Rule 701 promulgated under the Act, if available, or upon another exemption from the Act, or obtaining the consent or approval of any governmental regulatory body.
Appears in 6 contracts
Samples: Stock Incentive Plan (Sirva Inc), Rollover Stock Option Agreement (Texas Market Tire, Inc.), Rollover Stock Option Agreement (Texas Market Tire, Inc.)
Compliance with Legal Requirements. (a) No Option Shares shall be issued or transferred pursuant to this Option Agreement unless and until all legal requirements applicable to such issuance or transfer have, in the opinion of counsel to the Company, been satisfied. Such requirements may include, but are not limited to, registering or qualifying such Option Shares under any state or federal law, satisfying any applicable law relating to the transfer of unregistered securities or demonstrating the availability of an exemption from applicable laws, placing a legend on the Option Shares to the effect that they were issued in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the "Act"), and may not be transferred other than in reliance upon Rule 144 or Rule 701 promulgated under the Act, if available, or upon another exemption from the Act, or obtaining the consent or approval of any governmental regulatory body.
Appears in 5 contracts
Samples: Stock Option Agreement (Jostens Inc), Stock Option Agreement (Jostens Inc), Stock Option Agreement (Jostens Inc)
Compliance with Legal Requirements. (a) No Option Shares shall be issued or transferred pursuant to this Option Agreement unless and until all legal requirements applicable to such issuance or transfer have, in the opinion of counsel to Stratus Holdings and the Company, been satisfied. Such requirements may include, but are not limited to, registering or qualifying such Option Shares under any state or federal law, satisfying any applicable law relating to the transfer of unregistered securities or demonstrating the availability of an exemption from applicable laws, placing a legend on the Option Shares to the effect that they were issued in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the "“Act"”), and may not be transferred other than in reliance upon Rule 144 or Rule 701 promulgated under the Act, if available, or upon another exemption from the Act, or obtaining the consent or approval of any governmental regulatory body.
Appears in 3 contracts
Samples: Management Stock Option Agreement, Management Stock Option Agreement (Stratus Technologies International Sarl), Employee Stock Option Agreement (Stratus Technologies International Sarl)
Compliance with Legal Requirements. (a) No Option Shares shall be issued or transferred pursuant to this Option Agreement unless and until all legal requirements applicable to such issuance or transfer have, in the opinion of counsel to the CompanyHoldings, been satisfied. Such requirements may include, but are not limited to, registering or qualifying such Option Shares under any state or federal law, satisfying any applicable law relating to the transfer of unregistered securities or demonstrating the availability of an exemption from applicable laws, placing a legend on the Option Shares to the effect that they were issued in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the "Act"), and may not be transferred other than in reliance upon Rule 144 or Rule 701 promulgated under the Act, if available, or upon another exemption from the Act, or obtaining the consent or approval of any governmental regulatory body.
Appears in 2 contracts
Samples: Stock Option Agreement (Independent Wireless One Corp), Stock Option Agreement (Us Unwired Inc)
Compliance with Legal Requirements. (a) No Option Shares shall be issued or transferred pursuant to this Option Agreement unless and until all legal requirements applicable to such issuance or transfer have, in the opinion of counsel to the Company, been satisfied. Such requirements may include, but are not limited to, registering or qualifying such Option Shares under any state or federal law, satisfying any applicable law relating to the transfer of unregistered securities or demonstrating the availability of an exemption from applicable laws, placing a legend on the Option Shares to the effect that they were issued in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the "“Act"”), and may not be transferred other than in reliance upon Rule 144 or Rule 701 promulgated under the Act, if available, or upon another exemption from the ActAct and applicable state or foreign securities laws, or obtaining the consent or approval of any governmental regulatory body.
Appears in 2 contracts
Samples: Stock Option Agreement (Gsi Group Inc), Stock Option Agreement (Gsi Group Inc)
Compliance with Legal Requirements. (a) No Option Shares shall be issued or transferred pursuant to this Option Agreement unless and until all legal requirements applicable to such issuance or transfer have, in the opinion of counsel to the CompanyHoldings, been satisfied. Such requirements may include, but are not limited to, registering or qualifying such Option Shares under any state or federal law, satisfying any applicable law relating to the transfer of unregistered securities or demonstrating the availability of an exemption from applicable laws, placing a legend on the Option Shares to the effect that they were issued in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the "Act"), and --- may not be transferred other than in reliance upon Rule 144 or Rule 701 promulgated under the Act, if available, or upon another exemption from the Act, or obtaining the consent or approval of any governmental regulatory body.
Appears in 1 contract
Compliance with Legal Requirements. (a) No Option Shares shall be he issued or transferred pursuant to this Option Agreement unless and until all legal requirements applicable to such issuance or transfer have, in the opinion of counsel to the Company, been satisfied. Such requirements may include, but are not limited to, registering or qualifying such Option Shares under any state or federal law, satisfying any applicable law relating to the transfer of unregistered securities or demonstrating the availability of an exemption from applicable laws, placing a legend on the Option Shares to the effect that they were issued in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the "Act"), and may not be transferred other than in reliance upon Rule 144 or Rule 701 promulgated under the Act, if available, or upon another exemption from the Act, or obtaining the consent or approval of any governmental regulatory body.
Appears in 1 contract
Samples: Stock Option Agreement (Corporate Executive Board Co)
Compliance with Legal Requirements. (a) No Option Shares shall be issued or transferred pursuant to this Option Agreement unless and until all legal requirements applicable to such issuance or transfer have, in the opinion of counsel to the CompanyHoldings, been satisfied. Such requirements may include, but are not limited to, registering or qualifying such Option Shares under any state or federal law, satisfying any applicable law relating to the transfer of unregistered securities or demonstrating the availability of an exemption from applicable laws, placing a legend on the Option Shares to the effect that they were issued in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the "Act"), and --- may not be transferred other than in reliance upon Rule 144 or Rule 701 promulgated under the Act, if available, or upon another exemption from the Actfact, or obtaining the consent or approval of any governmental regulatory body.
Appears in 1 contract
Compliance with Legal Requirements. (a) No Option Shares shall be issued or transferred pursuant to this Option Agreement unless and until all legal requirements applicable to such issuance or transfer have, in the reasonable opinion of counsel to the Company, been satisfied. Such requirements may include, but are not limited to, registering or qualifying such Option Shares under any state or federal law, satisfying any applicable law relating to the transfer of unregistered securities or demonstrating the availability of an exemption from applicable laws, placing a legend on the Option Shares to the effect that they were issued in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the "Act"), and may not be transferred other than in reliance upon Rule 144 or Rule 701 promulgated under the Act, if available, or upon another exemption from the Act, or obtaining the consent or approval of any governmental regulatory body.
Appears in 1 contract
Samples: Stock Option Agreement (Falcon Building Products Inc)
Compliance with Legal Requirements. (a) No Option Shares shall be issued or transferred pursuant to this Option Agreement unless and until all legal requirements applicable to such issuance or transfer have, in the opinion of counsel to the CompanyHoldings, been satisfied. Such requirements may include, but are not limited to, registering or qualifying such Option Shares under any state or federal law, satisfying any applicable law relating to the transfer of unregistered securities or demonstrating the availability of an exemption from applicable laws, placing a legend on the Option Shares to the effect that they were issued in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the "Act"), and may not be transferred other than in reliance upon Rule 144 or Rule 701 promulgated under the Act, if available, or upon another exemption from the Actfact, or obtaining the consent or approval of any governmental regulatory body.
Appears in 1 contract
Compliance with Legal Requirements. (a) No Option Shares shall be issued or transferred pursuant to this Option Agreement unless and until all legal requirements applicable to such issuance or transfer have, in the opinion of counsel to the CompanyHoldings, been satisfied. Such requirements may include, but are not limited to, registering or qualifying such Option Shares under any state or federal law, satisfying any applicable law relating to the transfer of unregistered securities or demonstrating the availability of an exemption from applicable laws, placing a legend on the Option Shares to the effect that they were issued in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the "Act"), and may not be transferred other than in reliance upon Rule 144 or Rule --- 701 promulgated under the Act, if available, or upon another exemption from the Act, or obtaining the consent or approval of any governmental regulatory body.
Appears in 1 contract
Samples: Stock Option Agreement (Independent Wireless One Corp)
Compliance with Legal Requirements. (a) No Option Shares shall be issued or transferred pursuant to this Option Agreement unless and until all legal requirements applicable to such issuance or transfer have, in the opinion of counsel to Stratus Bermuda Holdings and the Company, been satisfied. Such requirements may include, but are not limited to, registering or qualifying such Option Shares under any state or federal law, satisfying any applicable law relating to the transfer of unregistered securities or demonstrating the availability of an exemption from applicable laws, placing a legend on the Option Shares to the effect that they were issued in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the "“Act"”), and may not be transferred other than in reliance upon Rule 144 or Rule 701 promulgated under the Act, if available, or upon another exemption from the Act, or obtaining the consent or approval of any governmental regulatory body.
Appears in 1 contract
Samples: Employee Stock Option Agreement (Stratus Technologies Bermuda Holdings Ltd.)
Compliance with Legal Requirements. (a) No Option Shares shall be issued or transferred pursuant to this Option Agreement unless and until all legal requirements applicable to such issuance or transfer have, in the reasonable opinion of counsel to the Company, been satisfied. Such requirements may include, but are not limited to, registering or qualifying such Option Shares under any state or federal law, satisfying any applicable law relating to the transfer of unregistered securities or demonstrating the availability of an exemption from applicable laws, placing a legend on the Option Shares to the effect that they were issued in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the "Act"), and may not be transferred other than in reliance upon Rule 144 or Rule 701 promulgated under the Act, if available, or upon another exemption from the Act, or obtaining the consent or approval of any governmental regulatory body.
Appears in 1 contract
Samples: Stock Option Agreement (Horace Mann Educators Corp /De/)