Common use of Conditions on Obligations Clause in Contracts

Conditions on Obligations. Notwithstanding any contrary provision in this Agreement, except as waived on a case by case basis by the Company in its sole discretion, no person may exercise the Option unless the shares to be acquired have been registered under the Securities Act of 1933 (the "Act") and any other applicable securities laws of any state, or the Company has received an opinion of counsel (which may be counsel for the Company) reasonably acceptable to the Company stating that the exercise of the Option and the issuance of shares pursuant to the exercise is registered or exempt from such registration requirements. Unless the issuance of the shares to the Optionee has been registered under the Act and applicable state securities laws, the Optionee shall represent to the Company, as a condition precedent to the Company's obligation to issue shares of Common Stock upon exercise of the Option, that: (a) the Optionee is acquiring the shares for investment purposes only and without the intent of making any sale or disposition thereof; (b) the Optionee has been advised and understands that the shares have not been registered for sale pursuant to federal and state securities laws and are "restricted securities" under such laws; and (c) the Optionee acknowledges that the shares will be subject to stop transfer instructions and bear such restrictive legends as the Company may reasonably require for purposes of securities law compliance. Notwithstanding anything to the contrary in this Agreement, the inability of the Company to obtain from any regulatory body having jurisdiction the authority deemed by the Company's counsel to be necessary to the lawful issuance and sale of any shares of stock hereunder shall relieve the Company of any liability in respect of the nonissuance or sale of such stock as to which such requisite authority shall not have been obtained.

Conditions on Obligations. Notwithstanding any contrary provision in this Agreement, except as waived on a case by case basis by the Company in its sole discretion, no person may exercise the Option unless the shares to be acquired have been registered under the Securities Act of 1933 (the "“Act"”) and any other applicable securities laws of any state, or the Company has received an opinion of counsel (which may be counsel for the Company) reasonably acceptable to the Company stating that the exercise of the Option and the issuance of shares pursuant to the exercise is registered or exempt from such registration requirements. Unless the issuance of the shares to the Optionee has been registered under the Act and applicable state securities laws, the Optionee shall represent to the Company, as a condition precedent to the Company's ’s obligation to issue shares of Common Stock upon exercise of the Option, that: (a) the Optionee is acquiring the shares for investment purposes only and without the intent of making any sale or disposition thereof; (b) the Optionee has been advised and understands that the shares have not been registered for sale pursuant to federal and state securities laws and are "“restricted securities" ” under such laws; and (c) the Optionee acknowledges that the shares will be subject to stop transfer instructions and bear such restrictive legends as the Company may reasonably require for purposes of securities law compliance. Notwithstanding anything to the contrary in this Agreement, the inability of the Company to obtain from any regulatory body having jurisdiction the authority deemed by the Company's ’s counsel to be necessary to the lawful issuance and sale of any shares of stock hereunder shall relieve the Company of any liability in respect of the nonissuance or sale of such stock as to which such requisite authority shall not have been obtained.

Conditions on Obligations. Notwithstanding any contrary provision in this Agreement, except as waived on a case by case basis by the Company in its sole discretion, no person may exercise the Option unless the shares to be acquired have been registered under the Securities Act of 1933 (the "“Act"”) and any other applicable securities laws of any state, or the Company has received an opinion of counsel (which may be counsel for the Company) reasonably acceptable to the Company stating that the exercise of the Option and the issuance of shares pursuant to the exercise is registered or exempt from such registration requirements. Unless the issuance of the shares to the Optionee has been registered under the Act and applicable state securities laws, the Optionee shall represent to the Company, as a condition precedent to the Company's ’s obligation to issue shares of Common Stock upon exercise of the Option, that: (a) the Optionee is acquiring the shares for investment purposes only and without the intent of making any sale or disposition thereof; (b) the Optionee has been advised and understands that the shares have not been registered for sale pursuant to federal and state securities laws and are "“restricted securities" ” under such laws; and (c) the Optionee acknowledges that the shares will be subject to stop transfer instructions and bear such restrictive legends as the Company may reasonably require for purposes of securities law compliance. Notwithstanding anything to the contrary in this Agreement, the inability of the Company to obtain from any regulatory body having jurisdiction the authority deemed by the Company's ’s counsel to be necessary to the lawful issuance and sale of any shares of stock hereunder shall relieve the Company of any liability in respect of the nonissuance or sale of such stock as to which such requisite authority shall not have been obtained. Include only in pre-merger grants.