Common use of Employee Certification Clause in Contracts

Employee Certification. The Employee covenants and agrees with the Company that if, at the time of exercise of the Option, there does not exist a Registration Statement on an appropriate form under the Securities Act (as defined in Paragraph 18), which Registration Statement shall have become effective and shall include a prospectus that is current with respect to the shares subject to the Option, then the Employee shall execute and deliver a certificate to the Company indicating (a) that he is purchasing the shares for his own account and not with a view to the resale or distribution thereof, (b) that any subsequent offer for sale or sale of any such shares shall be made either pursuant to (i) a Registration Statement on an appropriate form under the Securities Act, which Registration Statement shall have become effective and shall be current with respect to the shares being offered and sold, or (ii) a specific exemption from the registration requirements of the Securities Act and any rules and regulations thereunder and applicable state securities laws and regulations, but in claiming such exemption, the Employee shall, prior to any offer for sale or sale of such shares, obtain a favorable written opinion from counsel for or approved by the Company as to the applicability of such exemption, and (c) that the Employee agrees that the certificate or certificates evidencing such shares shall bear a legend to the effect of the foregoing.