Common use of Conditions Upon Issuance of Shares Clause in Contracts

Conditions Upon Issuance of Shares. Shares shall not be issued with respect to an Option granted under the Plan unless the exercise of such Option and the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, the requirements of any stock exchange upon which the Shares may then be listed, and the applicable counsel for the Bank Holding Company with respect to such compliance. As a condition to the exercise of an Option, the Bank Holding Company may require a person exercising such Option to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Bank Holding Company such a representation is necessary or desirable under any of the aforementioned relevant provisions of law.