Common use of Compliance with Securities Law Clause in Contracts

Compliance with Securities Law. The grant of the Option and the issuance of shares of Stock upon exercise of the Option shall be subject to compliance with all applicable requirements of federal, state and foreign law with respect to such securities. The Option may not be exercised if the issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, the Option may not be exercised unless (a) a registration statement under the Securities Act shall at the time of exercise of the Option be in effect with respect to the shares issuable upon exercise of the Option or (b) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares hereunder shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to the exercise of the Option, the Company may require the Optionee to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

Compliance with Securities Law. The grant Notwithstanding any provision of this Award Agreement to the Option and the issuance of shares of Stock upon exercise of the Option shall be subject to compliance with all applicable requirements of federalcontrary, state and foreign law with respect to such securities. The Option may not be exercised if the Corporation and Employer exercise their discretion to settle a Restricted Share Unit in Shares, no Shares will be issued hereunder if such issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations regulation or the requirements of any stock exchange or market system upon which the Stock may Shares are then be listed. In addition, so long as the Option may Corporation is subject to the Securities Act, if the Restricted Share Unit is settled in Shares, Shares will not be exercised issued hereunder unless (a) a registration statement under the Securities Act shall is in effect at the time of exercise of the Option be in effect such issuance with respect to the shares issuable upon exercise of the Option Shares or (b) in the opinion of legal counsel to the CompanyCorporation, the shares issuable upon exercise of the Option may Shares to be issued are permitted to be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company Corporation to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the CompanyCorporation’s legal counsel to be necessary to for the lawful issuance and sale of any shares Shares hereunder shall will relieve the Company Corporation of any liability in respect of the failure to issue or sell such shares Shares as to which such requisite authority shall has not have been obtained. As If the Restricted Share Unit is settled in Shares, as a condition to the exercise any issuance of the OptionShares hereunder, the Company Corporation may require the Optionee Participant to satisfy any qualifications requirements that may be necessary or appropriate, appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto to such compliance as may be requested by the CompanyCorporation.

Compliance with Securities Law. The grant of the Option and the issuance of shares of Stock upon exercise of under the Option Plan shall be subject to compliance with all applicable requirements of federal, state and foreign law with respect to such securities. The Option A Purchase Right may not be exercised if the issuance of shares of Stock upon such exercise would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock securities exchange or market system upon which the Stock may then be listed. In addition, the Option no Purchase Right may not be exercised unless (a) a registration statement under the Securities Act shall at the time of exercise of the Option Purchase Right be in effect with respect to the shares issuable upon exercise of the Option Purchase Right, or (b) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Option Purchase Right may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares hereunder under the Plan shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to the exercise of the Optiona Purchase Right, the Company may require the Optionee Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation regulation, and to make any representation or warranty with respect thereto as may be requested by the Company.

Compliance with Securities Law. The grant of the Option Options and the issuance of shares of Stock upon exercise of the Option Options shall be subject to compliance with all applicable requirements of federal, state and foreign law with respect to such securities. The Option Options may not be exercised if the issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, the no Option may not be exercised unless (a) a registration statement under the Securities Act shall at the time of exercise of the Option be in effect with respect to the shares issuable upon exercise of the Option or (b) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares hereunder shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to the exercise of the any Option, the Company may require the Optionee to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

Compliance with Securities Law. The grant Notwithstanding any provision of this Award Agreement to the Option and the issuance of shares of Stock upon contrary, no exercise of the Option shall will be subject to compliance with all applicable requirements of federal, state permitted and foreign law with respect to no Shares will be issued hereunder if such securities. The Option may not be exercised if the exercise or issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations regulation or the requirements of any stock exchange or market system upon which the Stock may Shares are then be listed. In addition, so long as the Corporation is subject to the Securities Act, no exercise of the Option may not will be exercised permitted and no Shares will be issued hereunder unless (a) a registration statement under the Securities Act shall is in effect at the time of such exercise of the Option be in effect and issuance with respect to the shares issuable upon exercise of the Option Shares or (b) in the opinion of legal counsel to the CompanyCorporation, the shares issuable upon such Option exercise of the Option may be issued and Shares issuance are permitted in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company Corporation to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the CompanyCorporation’s legal counsel to be necessary to for the lawful exercise of the Option and issuance and sale of any shares Shares hereunder shall will relieve the Company Corporation of any liability in respect of the failure to permit such Option exercise and issue or sell such shares Shares as to which such requisite authority shall has not have been obtained. As a condition to the any exercise of the OptionOptions hereunder, the Company Corporation may require the Optionee Participant to satisfy any qualifications requirements that may be necessary or appropriate, appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto to such compliance as may be requested by the CompanyCorporation.