Disposition of Option Shares. Subject to the terms of this Agreement and the Plan, the Option and the Common Stock acquired in connection with the exercise of the Option shall be freely transferable by the Optionee, to the extent not prohibited by applicable laws.
Disposition of Option Shares. Each Purchaser covenants and agrees to sell, transfer or dispose of any Option Shares acquired by it in accordance with applicable federal and state securities laws.
Disposition of Option Shares the Company is under no obligation to comply, or to assist the Consultant in complying with, any exemption from such registration requirement, including supplying the Consultant with any information necessary to permit routine sales of the Option Shares under Rule 144 of the United States Securities and Exchange Commission (the "RULE "'). The Consultant also understands that, with respect to the Rule, routine sales of securities made in reliance upon such Rule only can be made in limited amounts in accordance with the terms and condition of the Rule, and. that in cases in which the Rule is inapplicable, compliance with either Regulation A or another disclosure exemption under the Securities Act will be required. Thus, the Option Shares will have to be held indefinitely in the absence of registration under the Securities Act or an exemption from, registration. The Consultant also acknowledges and understands that: Amended Management Consulting Services Agreement Petrogen Corp.
(i) the Option Shares are restricted securities within the meaning of Rule 144;
(ii) the exemption from registration under Rule 144 will not be available in any event for at least one year from the date of purchase and payment of the Option Shares by the Consultant, and even then will not be available unless (A) a public trading market then exists for the common stock of the Company, (B) adequate Information concerning the Company is then available to the public and (C) other terms and conditions of Rule 144 are complied with; and
(iii) any sale of the Option Shares may be made by the Consultant only in limited amounts in accordance with such terms and conditions. The Consultant further acknowledges and understands that, without in anyway limiting the acknowledgements and understandings as set forth hereinabove, the Consultant agrees that the Consultant shall in no event make any disposition of all or any portion of the Option Shares which the Consultant may acquire hereunder unless and until;
(iv) there is then in effect a "REGISTRATION STATEMENT" under the Securities Act covering such proposed disposition and such disposition is made in accordance with said Registration Statement; or
(A) the Consultant shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, (B) the Consultant shall have furnished the Company with an opinion of the Consultant's own counsel to ...
Disposition of Option Shares. The Optionee or any other person who may exercise this Option will notify the Company within 10 days of any sale or other transfer of any Option Shares. If any class of equity securities of the Company is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, and the Optionee or any other person who may exercise this Option is subject to Section 16 of that Act by virtue of such Optionee’s or person’s relationship to the Company, the Optionee or other person exercising this Option agrees not to sell or otherwise dispose of any Option Shares unless at least six (6) months have elapsed from the Effective Date.
Disposition of Option Shares. Option Shares may be sold by Participant only on a date or dates, and in such amounts and manner, specified by the Administrator. Participant shall have the ability, subject to Section 14 and the Plan, to sell that number of Shares issued upon exercise of this Option sufficient to cover taxes thereon at the applicable tax rate (or a rate provided by the Administrator). The Administrator will monitor demand, market conditions and other factors in determining whether Participant may dispose of an additional number of Shares in a given quarter, and will endeavor in good faith to treat Participant fairly in determining any such allocations relative to other holders of similar awards and/or other equityholders.
Disposition of Option Shares. If the Grantee disposes of any Option Shares within two years of the Date of Grant or within one year after the date of issuance of an Option Share, Grantee shall, within ten (10) days of such disposition date, notify the Company of the sales price or other value ascribed to or used to measure the disposition of such Option Shares and immediately deliver to the Company any amount of federal or state income or employment taxes required by law, as determined by the Committee.
Disposition of Option Shares. As a condition of issuing the Option Shares hereunder, the Optionee agrees that upon the written request of the Company or the underwriters) managing a registered offering of the Company’s common stock under the Securities Act of 1933, as amended (the “1933 Act”), or other applicable securities laws, the Optionee shall not sell, make any short sale of, grant any option for the purchase of, or otherwise dispose of any Option Shares issued pursuant to this Option Agreement to the public (except to the extent such Option Shares are included as part of such registered offering) without the prior written consent of the Company or the underwriter(s) for such period of time, not to exceed 180 days following the effective date of such offering, as the Company or the underwriter(s) may request; provided, however, that all officers and directors of the Company enter into similar agreements.
Disposition of Option Shares. Without limiting the generality of Section 7, the Optionee shall notify the Corporation in writing of any sale or other disposition of any Option Shares purchased upon the exercise of the Option if such sale or disposition occurs (a) within two (2) years of the Grant Date or (b) within one (1) year after the exercise of the Option with respect to such Option Shares, whichever occurs later.
Disposition of Option Shares. Prior to the registration of such shares and disposition in connection with such registration, with respect to any offer, sale or other disposition of any Option Shares issued upon exercise of the Put Option or Call Option, Xxxxx agrees to give written notice to the Company prior thereto, describing briefly the manner thereof, together with a written opinion of Xxxxx'x counsel, if reasonably requested by the Company, to the effect that such offer, sale or other disposition may be effected without registration under the Securities Act or qualification under any applicable state securities laws of such Option Shares and indicating whether or not under the Securities Act certificates for such Option Shares to be sold or otherwise disposed of, require any restrictive legend as to applicable restrictions on transferability in order to insure compliance with the Securities Act and any other applicable securities laws, such opinion to be in form and substance reasonably satisfactory to the Company. Promptly upon receiving such written notice and reasonably satisfactory opinion, if so requested, the Company, as promptly as practicable, shall notify Xxxxx that it may sell or otherwise dispose of such Option Shares all in accordance with the terms of the notice delivered to the Company. If a determination has been made pursuant to this subsection (c) that the opinion of counsel for Xxxxx is not reasonably satisfactory to the Company, the Company shall so notify Xxxxx promptly after such determination has been made and shall specify the legal analysis supporting any such conclusion. Notwithstanding the foregoing, such Option Shares may be offered, sold or otherwise disposed of in accordance with Rule 144, provided that the Company shall have been furnished with such information as the Company may reasonably request to provide reasonable assurance that the provisions of Rule 144 have been satisfied. Each certificate representing the Option Shares thus transferred in accordance with this subsection (d) (except a transfer pursuant to Rule 144) shall bear a legend as to the applicable restrictions on transferability in order to insure compliance with the Securities Act, unless in the aforesaid reasonably satisfactory opinion of counsel for the Shareholder such legend is not necessary in order to insure compliance with the Securities Act. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions.
Disposition of Option Shares. Each Optionee, as a condition of exercise, shall represent, warrant and agree, in a form of written certificate approved by the Company, as follows: (i) that no Option Shares will be sold or otherwise distributed in violation of the U.S. Act or any other applicable federal or state securities laws; (ii) that if he is subject to reporting requirements under Section 16(a) of the United States Securities Exchange Act of 1934, as amended, he will (a) furnish the Company with a copy of each Form 4 filed by him and (b) timely file all reports required under the federal securities laws.
