Common use of Compliance with Securities and Other Laws Clause in Contracts

Compliance with Securities and Other Laws. In no event shall the Company be required to issue Shares under the Option granted hereunder, if the issuance thereof would constitute a violation of applicable federal or state securities laws or regulations or a violation of any other law or regulation of any governmental or regulatory agency or authority or any national securities exchange. As a condition to any issuance of Shares, the Company may place legends on shares, issue stop transfer orders and require such agreements or undertakings as the Company may deem necessary or advisable to assure compliance with any such laws or regulations, including, if the Company or its counsel deems it appropriate, representations from the Optionee that the Optionee is acquiring the Shares solely for investment and not with a view to distribution and that no distribution of the Shares will be made unless such shares are registered pursuant to applicable federal and state securities laws, or in the opinion of counsel of the Company, such registration is unnecessary.

Appears in 4 contracts

Samples: For Employees (Capstead Mortgage Corp), Non Employee Directors (Capstead Mortgage Corp), Nonqualified Stock Option Agreement for Employees (Capstead Mortgage Corp)

AutoNDA by SimpleDocs

Compliance with Securities and Other Laws. In no event The Company shall the Company not be required to sell or issue Shares shares of Common Stock under the Option granted hereunder, option if the issuance thereof would constitute a violation of applicable federal by either the Optionee or state securities laws or regulations or a violation the Company of any other provision of any law or regulation of any governmental or regulatory agency or authority or any national securities exchange. As a condition to of any sale or issuance of Sharesthe shares of Common Stock under option, the Company may place legends on shares, issue stop transfer orders and require such agreements or undertakings from the Optionee as the Company may deem necessary or advisable to assure compliance with any such laws law or regulationsregulation, including, if the Company or its counsel deems it appropriate, representations from the Optionee that the Optionee is acquiring the Shares shares of Common Stock solely for investment and not with a view to distribution and that no distribution of such shares acquired by the Shares Optionee will be made unless such shares are registered pursuant to applicable federal and state securities laws, or in the opinion of counsel of the Company, such registration is unnecessary.

Appears in 3 contracts

Samples: Nonqualified Stock Option Agreement (Trinity Industries Inc), Nonqualified Stock Option Agreement Non Employee Directors (Trinity Industries Inc), Nonqualified Stock Option Agreement Non Employee Directors (Trinity Industries Inc)

Compliance with Securities and Other Laws. In no event shall the Company be required to sell, issue or deliver Shares under pursuant to this Agreement if, in the Option granted hereunderopinion of the Administrator, if the issuance thereof would constitute a violation of applicable federal by either the Optionee or state securities laws or regulations or a violation the Company of any other provision of any law or regulation of any governmental or regulatory agency or authority or any national securities exchange. As a condition to of any sale or issuance of SharesShares pursuant to the Options, the Company may place legends on sharesthe Shares, issue stop stop-transfer orders and require such agreements or undertakings from the Optionee as the Company may deem necessary or advisable to assure compliance with any such laws law or regulationsregulation, including, if the Company or its counsel deems it appropriate, representations from the Optionee that the Optionee is acquiring the Shares solely for investment and not with a view to distribution and that no distribution of the Shares acquired by the Optionee will be made unless such shares are registered pursuant to applicable federal and state securities lawslaws or unless, or in the opinion of counsel of to the Company, such registration is unnecessary.

Appears in 3 contracts

Samples: Incentive Stock Option Agreement (Fibernet Telecom Group Inc\), Nonqualified Stock Option Agreement (Fibernet Telecom Group Inc\), Incentive Stock Option Agreement (Fibernet Telecom Group Inc\)

Compliance with Securities and Other Laws. In no event The Company shall the Company not be required to sell or issue Optioned Shares under the Option granted hereunder, if the issuance thereof would constitute a violation of applicable federal by either Optionee or state securities laws or regulations or a violation the Company of any other provision of any law or regulation of any governmental or regulatory agency or authority or any national securities exchangeexchange or market system. As a condition to of any sale or issuance of Optioned Shares, the Company may place legends on shares, issue stop transfer orders and require such agreements or undertakings from Optionee as the Company may deem necessary or advisable to assure compliance with any such laws law or regulationsregulation, including, if the Company or its counsel deems it appropriate, representations from the Optionee that the Optionee (s)he is acquiring the Optioned Shares solely for investment and not with a view to distribution and that no distribution of the Shares such shares acquired by Optionee will be made unless such shares are registered pursuant to applicable federal and state securities lawslaws or, or in the opinion of counsel of the Company, such registration is unnecessary.

Appears in 3 contracts

Samples: Incentive Stock (Hallmark Financial Services Inc), Option Grant Agreement (Pizza Inn Holdings, Inc /Mo/), Option Grant Agreement (Hallmark Financial Services Inc)

Compliance with Securities and Other Laws. In no event The Company shall the Company not be required to issue Shares under the Option granted hereunder, deliver any shares of its Common Stock in respect of Units if the issuance delivery thereof would constitute a violation of applicable federal by either Participant or state securities laws or regulations or a violation the Company of any other provision of any law or regulation of any governmental or regulatory agency or authority or any national securities exchangeexchange or market system. As a condition to of any issuance delivery of Sharesshares of its Common Stock, the Company may place legends on certificates representing such shares, issue stop transfer orders and require such agreements or undertakings from Participant as the Company may deem necessary or advisable to assure compliance with any such laws or regulations, regulations including, if the Company or its counsel deems it appropriate, representations from the Optionee Participant that the Optionee (s)he is acquiring the Shares shares solely for investment and not with a view to distribution and that no distribution of the Shares such shares acquired by Participant will be made unless such shares are registered pursuant to applicable federal and state securities lawslaws or, or in the opinion of counsel of the Company, such registration is unnecessary.

Appears in 3 contracts

Samples: Restricted Stock Unit Award Agreement (Rave Restaurant Group, Inc.), Restricted Stock Unit Award Agreement (Hallmark Financial Services Inc), Restricted Stock Unit Award Agreement (Hallmark Financial Services Inc)

Compliance with Securities and Other Laws. In no event The Company shall the Company not be required to sell or issue Shares shares of Common Stock under the Option granted hereunder, option if the issuance thereof would constitute a violation of applicable federal by either the Optionee or state securities laws or regulations or a violation the Company of any other provision of any law or regulation of any governmental or regulatory agency or authority or any national securities exchange. As a condition to of any sale or issuance of Sharesthe shares of Common Stock under option, the Company may place legends on shares, issue stop transfer orders and require such agreements or undertakings from the Optionee as the Company may deem necessary or advisable to assure compliance with any such laws law or regulationsregulation, including, if the Company or its counsel deems it appropriate, representations from the Optionee that the Optionee is acquiring the Shares shares of Common Stock solely for investment and not with a view to distribution and that no distribution of the Shares such shares acquired by Optionee will be made unless such shares are registered pursuant to applicable federal and state securities laws, or in the opinion of counsel of the Company, such registration is unnecessary.

Appears in 1 contract

Samples: Non Qualified Stock Option Agreement (Trinity Industries Inc)

Compliance with Securities and Other Laws. In no event shall the Company be required to issue Shares under or deliver Stock pursuant to Options if in the Option granted hereunder, if opinion of the Board the issuance thereof would constitute a violation of applicable federal by either the Director or state securities laws or regulations or a violation the Company of any other provision of any law or regulation of any governmental or regulatory agency or authority or any national securities exchange. As a condition to of any issuance of SharesStock pursuant to Options, the Company may place legends on sharesthe Stock, issue stop stop-transfer orders and require such agreements or undertakings from the Director as the Company may deem necessary or advisable to assure compliance with any such laws law or regulationsregulation, including, if the Company or its counsel deems it appropriate, representations from the Optionee Director that the Optionee he is acquiring the Shares Stock solely for investment and not with a view to distribution and that no distribution of the Shares Stock acquired by him will be made unless such shares are registered pursuant to applicable federal and state securities lawslaws or unless, or in the opinion of counsel of to the Company, such registration is unnecessary.

Appears in 1 contract

Samples: Nonqualified Stock Option Agreement (Metro Networks Inc)

AutoNDA by SimpleDocs

Compliance with Securities and Other Laws. In no event shall the Company be required to sell, issue or deliver Shares under pursuant to the Option granted hereunder, if in the opinion of the Board the issuance thereof would constitute a 7 violation of applicable federal by either the Optionee or state securities laws or regulations or a violation the Company of any other provision of any law or regulation of any governmental or regulatory agency or authority or any national securities exchange. As a condition to of any sale or issuance of SharesShares pursuant to the Option, the Company may place legends on sharesthe Shares, issue stop stop-transfer orders and require such agreements or undertakings from the Optionee as the Company may deem necessary or advisable to assure compliance with any such laws law or regulationsregulation, including, including if the Company or its counsel deems it appropriate, representations from the Optionee that the Optionee is acquiring the Shares solely for investment and not with a view to distribution and that no distribution of the Shares acquired by the Optionee will be made unless such shares are registered pursuant to applicable federal and state securities lawslaws or unless, or in the opinion of counsel of to the Company, such registration is unnecessary.

Appears in 1 contract

Samples: Stock Option Agreement (Fibernet Telecom Group Inc\)

Compliance with Securities and Other Laws. In no event shall the Company be required to issue Shares under or deliver Stock pursuant to Options if in the Option granted hereunder, if opinion of the Board the issuance thereof would constitute a violation of applicable federal by either the Executive or state securities laws or regulations or a violation the Company of any other provision of any law or regulation of any governmental or regulatory agency or authority or any national securities exchange. As a condition to of any issuance of SharesStock pursuant to Options, the Company may place legends on sharesthe Stock, issue stop stop-transfer orders and require such agreements or undertakings from the Executive as the Company may deem necessary or advisable to assure compliance with any such laws law or regulationsregulation, including, if the Company or its counsel deems it appropriate, representations from the Optionee Executive that the Optionee he is acquiring the Shares Stock solely for investment and not with a view to distribution and that no distribution of the Shares Stock acquired by him will be made unless such shares are registered pursuant to applicable federal and state securities lawslaws or unless, or in the opinion of counsel of to the Company, such registration is unnecessary.

Appears in 1 contract

Samples: Nonqualified Stock Option Agreement (Xpedite Systems Inc)

Compliance with Securities and Other Laws. In no event shall the Company Xxxx be ----------------------------------------- required to issue Shares Option shares under the this Option granted hereunder, if the issuance thereof would constitute a violation of applicable federal or state securities laws or regulations or a violation of any other law or regulation of any governmental or regulatory agency or authority or any national securities exchange. As a condition to any issuance transfer of Option Shares, the Company may place legends on sharesOption Shares, issue stop transfer orders and require such agreements or undertakings as the Company may deem necessary or advisable to assure compliance with any such laws or regulations, including, if the Company or its counsel deems it reasonably appropriate, further representations from the Optionee that the Optionee is acquiring the Option Shares solely for investment and not with a view to distribution and that no distribution of the Option Shares will be made unless such shares are registered pursuant to applicable federal and state securities laws, or in the opinion of counsel of the Company, such registration is unnecessary.

Appears in 1 contract

Samples: A Stock Option Agreement (Eai Partners Inc)

Compliance with Securities and Other Laws. In no event shall the Company be required to sell, issue or deliver Shares under pursuant to Awards if in the Option granted hereunder, if opinion of the Company the issuance thereof would constitute a violation of applicable federal by either the Participant or state securities laws or regulations or a violation the Company of any other provision of any law or regulation of any governmental or regulatory agency or authority or any national securities exchange. As a condition to any of issuance of SharesShares pursuant to Awards, the Company may place legends on sharesthe Shares, issue stop stop-transfer orders and require such agreements or undertakings from the Participant as the Company may deem necessary or advisable to assure compliance with any such laws law or regulationsregulation, including, including if the Company or its counsel deems it appropriate, representations from the Optionee Participant that the Optionee Participant is acquiring the Shares solely for investment and not with a view to distribution and that no distribution of the Shares acquired by the Participant will be made unless such shares are registered pursuant to applicable federal and state securities lawslaws or unless, or in the opinion of counsel of to the Company, such registration is unnecessary.

Appears in 1 contract

Samples: Charter Municipal Mortgage Acceptance Co

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!