Common use of Compliance with Legal Requirements Clause in Contracts

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. (b) The Optionee understands that the Company intends for the offering and sale of Option Shares to be effected in reliance upon Rule 701 or another available exemption from registration under the Act and intends to file a Form 701 as appropriate, and that the Company is under no obligation to register for resale the Option Shares issued upon exercise of the Option, subject to the Stockholders' Agreement. In connection with any such issuance or transfer, the person acquiring the Option Shares shall, if requested by the Company, provide information and assurances satisfactory to counsel to the Company with respect to such matters as the Company reasonably may deem desirable to assure compliance with all applicable legal requirements. (c) The Option Shares issued pursuant to this Option Agreement may bear such legends with respect to their transferability that the Committee may deem appropriate.

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. (b) The Optionee understands that the Company intends for the offering and sale of Option Shares to be effected in reliance upon Rule 701 or another available exemption from registration under the Act and intends to file a Form 701 as appropriateAct, and that the Company is under no obligation to register for resale the Option Shares issued upon exercise of the Option, subject to the Stockholders' Agreement. In connection with any such issuance or transfertransfer of Option Shares, the person acquiring the Option Shares shall, if requested by the Company, provide information and assurances satisfactory to counsel to the Company with respect to such matters as the Company reasonably may deem desirable to assure compliance with all applicable legal requirements. (c) The Option Shares issued pursuant to this Option Agreement may bear such legends with respect to their transferability that the Committee may deem appropriate.

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. (b) The Optionee understands that the Company intends and Stratus Holdings intend for the offering and sale of Option Shares to be effected in reliance upon Rule 701 or another available exemption from registration under the Act and intends to file a Form 701 as appropriate, and that neither the Company nor Stratus Holdings is under no any obligation to register for resale the Option Shares issued upon exercise of the Option, subject to the Stockholders' Agreement. In connection with any such issuance or transferany proposed transfer of Option Shares, the person acquiring the Option Shares shall, if requested by the CompanyCompany or Stratus Holdings, provide information and assurances satisfactory to counsel to the Company and Stratus Holdings with respect to such matters as the Company and Stratus Holdings reasonably may deem desirable to assure compliance with all applicable legal requirements. (c) The Option Shares issued pursuant to this Option Agreement may bear such legends with respect to their transferability that the Committee may deem appropriate.

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. The Company shall use its best efforts to comply with all legal requirements applicable to the issuance or transfer of Option Shares. (b) The Optionee understands that the Company intends for the offering and sale of Option Shares to be effected in reliance upon Rule 701 or another available exemption from registration under the Act and intends to file a Form 701 as appropriateAct, and that the Company is under no obligation to register for resale the Option Shares issued upon exercise of the Option, subject to the Stockholders' Securityholders Agreement. In connection with any such issuance or transfer, the person acquiring the Option Shares shall, if requested by the Company, provide information and assurances satisfactory to counsel to the Company with respect to such matters as the Company reasonably may deem desirable to assure compliance with all applicable legal requirements. (c) The Option Shares issued pursuant to this Option Agreement may bear such legends with respect to their transferability that the Committee may deem appropriate.

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. The Company shall use its best efforts to comply with all legal requirements applicable to the issuance or transfer of Option Shares. (b) The Optionee understands that the Company intends for the offering and sale of Option Shares to be effected in reliance upon Rule 701 or another available exemption from registration under the Act and intends to file a Form 701 as appropriateAct, and that the Company is under no obligation to register for resale the Option Shares issued upon exercise of the Option, subject to the Stockholders' Securityholders Agreement. In connection with any such issuance or transfer, the person acquiring the Option Shares shall, if requested by the Company, provide information and assurances satisfactory to counsel to the Company with respect to such matters as the Company reasonably may deem desirable to assure compliance with all applicable legal requirements. (c) The Option Shares issued pursuant to this Option Agreement may bear such legends with respect to their transferability that the Committee may deem appropriate.

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. (b) The Optionee understands that the Company intends for the offering and sale of Option Shares to be effected in reliance upon Rule 701 or another available exemption from registration under the Act and intends to file a Form 701 as appropriateAct, and that except as otherwise provided in any written agreement between the Company and the Optionee, the Company is under no obligation to register for resale the Option Shares issued upon exercise of the Option, subject to the Stockholders' Agreement. In connection with any such issuance or transfertransfer of Option Shares, the person acquiring the Option Shares shall, if requested by the Company, provide information and assurances satisfactory to counsel to the Company with respect to such matters as the Company reasonably may deem desirable to assure compliance with all applicable legal requirements. (c) The Option Shares issued pursuant to this Option Agreement may bear such legends with respect to their transferability that the Committee may deem appropriate.

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. The Company shall use its best efforts to comply with all legal requirements applicable to the issuance or transfer of Option Shares. (b) The Optionee understands that the Company intends for the offering and sale of Option Shares to be effected in reliance upon Rule 701 or another available exemption from registration under the Act and intends to file a Form 701 as appropriateAct, and that the Company is under no obligation to register for resale the Option Shares issued upon exercise of the Option, subject to the Stockholders' Securityholders Agreement. In connection with any such issuance or transfer, the person Person acquiring the Option Shares shall, if requested by the Company, provide information and assurances satisfactory to counsel to the Company with respect to such matters as the Company reasonably may deem desirable to assure compliance with all applicable legal requirements. (c) The Option Shares issued pursuant to this Option Agreement may bear such legends with respect to their transferability that the Committee may deem appropriate.

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. (b) The Optionee understands that the Company intends and Stratus Bermuda Holdings intend for the offering and sale of Option Shares to be effected in reliance upon Rule 701 or another available exemption from registration under the Act and intends to file a Form 701 as appropriate, and that neither the Company nor Stratus Bermuda Holdings is under no any obligation to register for resale the Option Shares issued upon exercise of the Option, subject to the Stockholders' Agreement. In connection with any such issuance or transferany proposed transfer of Option Shares, the person acquiring the Option Shares shall, if requested by the CompanyCompany or Stratus Bermuda Holdings, provide information and assurances satisfactory to counsel to the Company and Stratus Bermuda Holdings with respect to such matters as the Company and Stratus Bermuda Holdings reasonably may deem desirable to assure compliance with all applicable legal requirements. (c) The Option Shares issued pursuant to this Option Agreement may bear such legends with respect to their transferability that the Committee may deem appropriate.

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 CompanyIssuer, 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. Issuer shall use its best efforts to comply with all legal requirements applicable to the issuance or transfer of Option Shares. (b) The Optionee understands that the Company Issuer intends for the offering and sale of Option Shares to be effected in reliance upon Rule 701 or another available exemption from registration under the Act and intends to file a Form 701 as appropriate, and that the Company Issuer is under no obligation JENKXXX XXXCK OPTION AGREEMENT (IPO) 5 to register for resale the Option Shares issued upon exercise of the Option, subject to the Stockholders' Agreement. In connection with any such issuance or transfer, the person acquiring the Option Shares shall, if requested by the CompanyIssuer, provide information and assurances satisfactory to counsel to the Company Issuer with respect to such matters as the Company Issuer reasonably may deem desirable to assure compliance with all applicable legal requirements. (c) The . Issuer hereby covenants and agrees to register all of the Option Shares issued pursuant to this Option Agreement may bear such legends with respect to their transferability that on a Form S-8 (or any successor form thereto) following the Committee may deem appropriateInitial Public Offering.

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. (b) The Optionee understands that the Company Holdings intends for the offering and sale of Option Shares to be effected in reliance upon Rule 701 or another available exemption from registration under the Act and intends to file a Form 701 as appropriate, and that the Company Holdings is under no obligation to register for resale the Option Shares issued upon exercise of the Option, subject to other applicable agreements or the Stockholders' AgreementCertificate of Incorporation. In connection with any such issuance or transfer, the person acquiring the Option Shares shall, if requested by the CompanyHoldings, provide information and assurances satisfactory to counsel to the Company Holdings with respect to such matters as the Company Holdings reasonably may deem desirable to assure compliance with all applicable legal requirements. Holdings shall use its best efforts to register the exercise of the Option under a registration statement on Form S-8 within a reasonable time following the closing of an Initial Public Offering. Holdings shall take reasonable steps to cause this Agreement and the exercise of the Option granted hereunder to comply with the exemption from Section 16 of the Exchange Act provided under Securities and Exchange Commission Rule 16b-3 or any successor rule, as it may be amended from time to time. (c) The Option Shares issued pursuant to this Option Agreement may bear such legends with respect to their transferability that the Committee may deem appropriate.

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. (b) The Optionee understands that the Company intends for the offering and sale of Option Shares to be effected in reliance upon Rule 701 or another available exemption from registration under the Act and intends to file a Form 701 as appropriate, and that the Company is under no obligation to register for resale the Option Shares issued upon exercise of the Option, subject to the Stockholders' Agreement. In connection with any such issuance or transfer, the person acquiring the Option Shares shall, if requested by the Company, provide information and assurances satisfactory to counsel to the Company with respect to such matters as the Company reasonably may deem desirable to assure compliance with all applicable legal requirements.provide (c) The Option Shares issued pursuant to this Option Agreement may bear such legends with respect to their transferability that the Committee may deem appropriate.

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. (b) The Optionee understands that the Company Holdings intends for the offering and sale of Option Shares to be effected in reliance upon Rule 701 or another available exemption from registration under the Act and intends to file a Form 701 as appropriate, and that the Company Holdings is under no obligation to register for resale the Option Shares issued upon exercise of the Option, subject to other applicable agreements or the Stockholders' AgreementCertificate of Incorporation. In connection with any such issuance or transfer, the person Person acquiring the Option Shares shall, if requested by the CompanyHoldings, provide information and assurances satisfactory to counsel to the Company Holdings with respect to such matters as the Company Holdings reasonably may deem desirable to assure compliance with all applicable legal requirements. Holdings shall use its best efforts to register the exercise of the Option under a registration statement on Form S-8 within a reasonable time following the closing of an Initial Public Offering. Holdings shall take reasonable steps to cause this Agreement and the exercise of the Option granted hereunder to comply with the exemption from Section 16 of the Exchange Act provided under Securities and Exchange Commission Rule 16b-3 or any successor rule, as it may be amended from time to time. (c) The Option Shares issued pursuant to this Option Agreement may bear such legends with respect to their transferability that the Committee may deem appropriate.

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. (b) The Optionee understands that the Company Holdings intends for the offering and sale of Option Shares to be effected in reliance upon Rule 701 or another available exemption from registration under the Act and intends to file a Form 701 as appropriate, and that the Company Holdings is under no obligation to register for resale the Option Shares issued upon exercise of the Option, subject to other applicable agreements or the Stockholders' AgreementCertificate of Incorporation. In connection with any such issuance or transfer, the person Person acquiring the Option Shares shall, if requested by the CompanyHoldings, provide information and assurances satisfactory to counsel to the Company Holdings with respect to such matters as the Company Holdings reasonably may deem desirable to assure compliance with all applicable legal requirements. Holdings shall use its best efforts to register the exercise of the Option under a registration statement on Form S-8 within a reasonable time following the closing of an Initial Public Offering. Holdings shall take reasonable steps to cause this Agreement and the exercise of the Option granted hereunder to comply with the exemption from Section 16 of the Exchange Act provided under Securities and Exchange Commission Rule 16b-3 or any successor rule, as it may be amended from time to time. (c) The Option Shares issued pursuant to this Option Agreement may bear such legends with respect to their transferability that the Committee may deem appropriate.

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. (b) The Optionee understands that the Company intends for the offering and sale of Option Shares to be effected in reliance upon Rule 701 or another available exemption from registration under the Act and intends to file a Form 701 as appropriate, and that the Company is under no obligation to register for resale the Option Shares issued upon exercise of the Option, subject to the Stockholders' Agreement. In connection with any such issuance or transfer, the person acquiring the Option Shares shall, if requested by the Company, provide information and assurances satisfactory to counsel to the Company with respect to such matters as the Company reasonably may deem desirable to assure compliance with all applicable legal requirements. (c) The Option Shares issued pursuant to this Option Agreement may bear such legends with respect to their transferability that the Committee may deem appropriate.

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. (b) The Optionee understands that the Company Holdings intends for the offering and sale of Option Shares to be effected in reliance upon Rule 701 or another available exemption from registration under the Act and intends to file a Form 701 as appropriate, and that the Company Holdings is under no obligation to register for resale the Option Shares issued upon exercise of the Option, subject to other applicable agreements or the Stockholders' AgreementCertificate of Incorporation. In connection with any such issuance or transfer, the person acquiring the Option Shares shall, if requested by the CompanyHoldings, provide information and assurances satisfactory to counsel to the Company Holdings with respect to such matters as the Company Holdings reasonably may deem desirable to assure compliance with all applicable legal requirements. Holdings shall use its best efforts to register the exercise of the Option under a registration statement on Form S-8 within a reasonable time following the closing of an Initial Public Offering. Holdings shall take reasonable steps to cause this Agreement and the exercise of the Option granted hereunder to comply with the exemption from Section 16 of the Exchange Act provided under Securities and Exchange Commission Rule 16b-3 or any successor rule, as it may be amended from time to time. (c) The Option Shares issued pursuant to this Option Agreement may bear such legends with respect to their transferability that the Committee may deem appropriate.

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 CompanyIssuer, 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. Issuer shall use its best efforts to comply with all legal requirements applicable to the issuance or transfer of Option Shares. (b) The Optionee understands that the Company Issuer intends for the offering and sale of Option Shares to be effected in reliance upon Rule 701 or another available exemption from registration under the Act and intends to file a Form 701 as appropriateAct, and that the Company Issuer is under no obligation to register for resale the Option Shares issued upon exercise of the Option, subject to the Stockholders' AgreementOptions. In connection with any such issuance or transfer, the person acquiring the Option Shares shall, if requested by the CompanyIssuer, provide information and assurances satisfactory to counsel to the Company Issuer with respect to such matters as the Company Issuer reasonably may deem desirable to assure compliance with all applicable legal requirements. (c) The . Issuer hereby covenants and agrees to register all of the Option Shares issued pursuant to this Option Agreement may bear such legends with respect to their transferability that on a Form S-8 (or any successor form thereto) following the Committee may deem appropriateInitial Public Offering.

Compliance with Legal Requirements. (a) No Option Shares Notwithstanding anything herein to the contrary, no shares of Common Stock 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 shares of Common Stock 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 such 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. The Company shall use its best efforts to comply with all legal requirements applicable to the issuance or transfer of the shares to be issued pursuant to this Agreement. (b) The Optionee Executive understands that the Company intends for the offering and sale of Option Shares the Deferred Stock Units and the shares of Common Stock underlying the Deferred Stock Units to be effected in reliance upon Rule 701 or another available exemption from registration under the Act and intends to file a Form 701 as appropriateAct, and that the Company is under no obligation to register for resale the Option Shares shares issued upon exercise in respect of the OptionDeferred Stock Units, subject to the Stockholders' terms and conditions of the Securityholders Agreement. In connection with any such issuance or transfer, the person acquiring the Option Shares such shares shall, if requested by the Company, provide information and assurances satisfactory to counsel to the Company with respect to such matters as the Company reasonably may deem desirable to assure compliance with all applicable legal requirements. (c) The Option Shares issued pursuant to this Option Agreement may bear such legends with respect to their transferability that the Committee may deem appropriate.

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. (b) The Optionee understands that the Company Holdings intends for the offering and sale of Option Shares to be effected in reliance upon Rule 701 or another available exemption from registration under the Act and intends to file a Form 701 as appropriate, and that the Company Holdings is under no obligation to register for resale the Option Shares issued upon exercise of the Option, subject to other applicable agreements or the Stockholders' AgreementCertificate of Incorporation. In connection with any such issuance or transfer, the person acquiring the Option Shares shall, if requested by the CompanyHoldings, provide information and assurances satisfactory to counsel to the Company Holdings with respect to such matters as the Company Holdings reasonably may deem desirable to assure compliance with all applicable legal requirements. Holdings shall use its best efforts to register the exercise of the Option under a registration statement on Form S-8 within a reasonable time following the closing of an Initial Public Offering. Holdings shall take reasonable steps to cause this Agreement and the exercise of the Option granted hereunder to comply with the exemption from Section 16 of the Exchange Act provided under Securities and Exchange Commission Rule 16b-3 or any successor rule, as it may be amended from time to time. (c) The Option Shares issued pursuant to this Option Agreement may bear such legends with respect to their transferability that the Committee may deem appropriate.

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. (b) The Optionee understands that the Company intends for the offering and sale of Option Shares to be effected in reliance upon Rule 701 or another available exemption from registration under the Act and intends to file a Form 701 as appropriate, and that the Company is under no obligation to register for resale the Option Shares issued upon exercise of the Option[, subject to the Stockholders' AgreementArticles of Incorporation]. In connection with any such issuance or transfer, the person acquiring the Option Shares shall, if requested by the Company, provide information and assurances satisfactory to counsel to the Company with respect to such matters as the Company reasonably may deem desirable to assure compliance with all applicable legal requirements. (c) The Option Shares issued pursuant to this Option Agreement may bear such legends with respect to their transferability that the Committee may deem appropriate.

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. (b) The Optionee understands that the Company Holdings intends for the offering and sale of Option Shares to be effected in reliance upon Rule 701 or another available an exemption from registration under the Act and intends to file a Form 701 as appropriateAct, and that the Company Holdings is under no obligation to register for resale the Option Shares issued upon exercise of the Option, subject to other applicable agreements or the Stockholders' AgreementCertificate of Incorporation. In connection with any such issuance or transfer, the person acquiring the Option Shares shall, if requested by the CompanyHoldings, provide information and assurances satisfactory to counsel to the Company Holdings with respect to such matters as the Company Holdings reasonably may deem desirable to assure compliance with all applicable legal requirements. Holdings shall use its best efforts to register the exercise of the Option under a registration statement on Form S-8 within a reasonable time following the closing of an Initial Public Offering. Holdings shall take reasonable steps to cause this Agreement and the exercise of the Option granted hereunder to comply with the exemption from Section 16 of the Exchange Act provided under Securities and Exchange Commission Rule 16b-3 or any successor rule, as it may be amended from time to time. (c) The Option Shares issued pursuant to this Option Agreement may bear such legends with respect to their transferability that the Committee may deem appropriate.

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. (b) The Optionee understands that the Company Holdings intends for the offering and sale of Option Shares to be effected in reliance upon Rule 701 or another an available exemption from registration under the Act and intends to file a Form 701 as appropriateAct, and that the Company Holdings is under no obligation to register for resale the Option Shares issued upon exercise of the Option, subject to other applicable agreements or the Stockholders' AgreementCertificate of Incorporation. In connection with any such issuance or transfer, the person acquiring the Option Shares shall, if requested by the CompanyHoldings, provide information and assurances satisfactory to counsel to the Company Holdings with respect to such matters as the Company Holdings reasonably may deem desirable to assure compliance with all applicable legal requirements. (c) The Option Shares issued pursuant to this Option Agreement may bear such legends with respect to their transferability that the Committee may deem appropriate.

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. (b) The Optionee understands that the Company intends for the offering and sale of Option Shares to be effected in reliance upon Rule 701 or another available exemption from registration under the Act and intends to file a Form 701 as appropriate, and that the Company is under no obligation to register for resale the Option Shares issued upon exercise of the Option, subject to other applicable agreements or the Stockholders' AgreementArticles of Incorporation. In connection with any such issuance or transfer, the person acquiring the Option Shares shall, if requested by the Company, provide information and assurances satisfactory to counsel to the Company with respect to such matters as the Company reasonably may deem desirable to assure compliance with all applicable legal requirements. (c) The Option Shares issued pursuant to this Option Agreement may bear such legends with respect to their transferability that the Committee may deem appropriate.