Common use of Investment Representation; Legends Clause in Contracts

Investment Representation; Legends. Unless, at the time of any exercise of the Option, the offer and sale of Option Shares hereunder to the Optionee is registered under a then-effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), and the offer and sale complies with all applicable registration requirements under state securities laws, the Optionee shall provide to the Company, as a condition to the valid exercise of the Option and the delivery of any certificates representing Shares, appropriate evidence, satisfactory in form and substance to the Company, that the Grantee is acquiring the Option Shares for investment and not with a view to the distribution of the Option Shares or any interest in the Option Shares, and a representation to the effect that the Optinee shall make no sale or other disposition of the Option Shares unless (i) the Company shall have received an opinion of counsel satisfactory to it in form and substance that such sale or other disposition may be made without registration under the then-applicable provisions of the Securities Act, the related rules and regulations of the SEC, and applicable state securities laws and regulations, or (ii) the sale or other disposition of the Option Shares shall be registered under a than-effective registration statement under the Securities Act and complies with all applicable registration requirements under state securities laws. The certificates representing the Option Shares may bear an appropriate legend giving notice of the foregoing restriction on transfer of the Option Shares and any other restrictive legend deemed necessary or appropriate by the Company.

Investment Representation; Legends. Unless, at the time of any exercise the issuance and delivery of the Option, the offer and sale of Option Deferred Shares hereunder to the Optionee Grantee, the sale or other disposition of the Deferred Shares is (a) registered under a then-effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), and the offer and sale (b) complies with all applicable registration requirements under state securities laws, the Optionee Grantee shall provide to the Company, as a condition to the valid exercise of the Option and the delivery of any certificates representing Deferred Shares, appropriate evidence, satisfactory in form and substance to the Company, that the Grantee is acquiring the Option Deferred Shares for investment and not with a view to the distribution of the Option Shares shares or any interest in the Option Deferred Shares, and a representation to the effect that the Optinee Grantee shall make no sale or other disposition of the Option Deferred Shares unless (i) the Company shall have received an opinion of counsel satisfactory to it in form and substance that such sale or other disposition may be made without registration under the then-applicable provisions of the Securities Act, the related rules and regulations of the SEC, Securities and Exchange Commission and applicable state securities laws and regulations, or (ii) the sale or other disposition of the Option Deferred Shares shall be registered under a thanthen-effective registration statement under the Securities Act and complies with all applicable registration requirements under state securities laws. The certificates representing the Option Deferred Shares may bear an appropriate legend giving notice of the foregoing restriction on transfer of the Option Deferred Shares and any other restrictive legend deemed necessary or appropriate by the Company.

Investment Representation; Legends. Unless, at the time of any exercise the issuance and delivery of the Option, the offer and sale of Option Deferred Shares hereunder to the Optionee Grantee, the offering of the Deferred Shares is registered under a then-effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), and the offer and sale offering complies with all applicable registration requirements under state securities laws, the Optionee Grantee shall provide to the Company, as a condition to the valid exercise of the Option and the delivery of any certificates representing Deferred Shares, appropriate evidence, satisfactory in form and substance to the Company, that the Grantee is acquiring the Option Deferred Shares for investment and not with a view to the distribution of the Option Shares shares or any interest in the Option Deferred Shares, and a representation to the effect that the Optinee Grantee shall make no sale or other disposition of the Option Deferred Shares unless (i) the Company shall have received an opinion of counsel satisfactory to it in form and substance that such sale or other disposition may be made without registration under the then-applicable provisions of the Securities Act, the related rules and regulations of the SEC, SEC and applicable state securities laws and regulations, or (ii) the sale or other disposition of the Option Deferred Shares shall be registered under a thanthen-effective registration statement under the Securities Act and complies with all applicable registration requirements under state securities laws. The certificates representing the Option Deferred Shares may bear an appropriate legend giving notice of the foregoing restriction on transfer of the Option Deferred Shares and any other restrictive legend deemed necessary or appropriate by the Company.

Investment Representation; Legends. Unless, at the time of any exercise of the Option, the offer and sale of Option Shares hereunder to the Optionee is registered under a then-effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), and the offer and sale complies with all applicable registration requirements under state securities laws, the Optionee shall provide to the Company, as a condition to the valid exercise of the Option and the delivery of any certificates representing Shares, appropriate evidence, satisfactory in form and substance to the Company, that the Grantee is acquiring the Option Shares for investment and not with a view to the distribution of the Option Shares or any interest in the Option Shares, and a representation to the effect that the Optinee Optionee shall make no sale or other disposition of the Option Shares unless (i) the Company shall have received an opinion of counsel satisfactory to it in form and substance that such sale or other disposition may be made without registration under the then-applicable provisions of the Securities Act, the related rules and regulations of the SEC, and applicable state securities laws and regulations, or (ii) the sale or other disposition of the Option Shares shall be registered under a thanthen-effective registration statement under the Securities Act and complies with all applicable registration requirements under state securities laws. The certificates representing the Option Shares may bear an appropriate legend giving notice of the foregoing restriction on transfer of the Option Shares and any other restrictive legend deemed necessary or appropriate by the Company.