Common use of Limitations and Restrictions Clause in Contracts

Limitations and Restrictions. (i) If Participant sells or otherwise disposes of any of the Shares acquired pursuant to the Option on or before the later of: (1) the date two years after the Date of Grant, and (2) the date one year after transfer of such Shares to Participant upon exercise of the Option, Participant immediately shall notify the Company in writing of such disposition. Participant agrees that Participant may be subject to income tax withholding by the Company on the compensation income recognized by Participant from the early disposition by payment in the manner set forth in paragraph 8. (ii) The aggregate Fair Market Value (determined as of the date of grant) of Shares with respect to which the Option is exercisable for the first time by Participant during any calendar year (under the Plan or under any other stock option plan of the Company or any Subsidiary) shall not exceed $100,000. If the Fair Market Value of Shares on the date of grant with respect to which the Option is exercisable for the first time by Participant during any calendar year exceeds $100,000, only the Options for the first $100,000 worth of Shares to become exercisable in such calendar year shall comply with Section 422 of the Code and Options for the amount in excess of $100,000 that become exercisable in that calendar year shall be non-qualified stock options. In the event that the Code or the regulations promulgated thereunder are amended after the Effective Date to provide for a different limit on the Fair Market Value of Shares permitted to be subject to incentive stock options, such different limit shall be automatically incorporated herein and shall apply to the unexercised portion of this Option after the effective date of such amendment, provided such regulations are intended to apply to pre-existing options. (iii) Participant understands and acknowledges that for purposes of this Agreement, Participant must be an employee of the Company or a Subsidiary. Termination of Participant’s employment with the Company or a Subsidiary in order to provide service to the Company or a Subsidiary in any other capacity, such as a consultant or as an employee of a consultant providing services to the Company or a Subsidiary will not comply with the requirements of Section 422 of the Code and will result in the unexercised portion of the Option to be treated as a non-qualified stock option.

Limitations and Restrictions. (i) If Participant sells or otherwise disposes of any of the Shares acquired pursuant to the Option on or before the later of: (1) the date two years after the Date of Grant, and (2) the date one year after transfer of such Shares to Participant upon exercise of the Option, Participant immediately shall notify the Company in writing of such disposition. Participant agrees that Participant may be subject to income tax withholding by the Company on the compensation income recognized by Participant from the early disposition by payment in the manner set forth in paragraph 8. (ii) The aggregate Fair Market Value (determined as of the date of grant) of Shares with respect to which the Option is exercisable for the first time by Participant during any calendar year (under the Plan or under any other stock option plan of the Company or any SubsidiaryAffiliate) shall not exceed $100,000. If the Fair Market Value of Shares on the date of grant with respect to which the Option is exercisable for the first time by Participant during any calendar year exceeds $100,000, only the Options for the first $100,000 worth of Shares to become exercisable in such calendar year shall comply with Section 422 of the Code and Options for the amount in excess of $100,000 that become exercisable in that calendar year shall be non-qualified stock options. In the event that the Code or the regulations promulgated thereunder are amended after the Effective Date to provide for a different limit on the Fair Market Value of Shares permitted to be subject to incentive stock options, such different limit shall be automatically incorporated herein and shall apply to the unexercised portion of this Option after the effective date of such amendment, provided such regulations are intended to apply to pre-existing options. (iii) Participant understands and acknowledges that for purposes of this Agreement, Participant must be an employee of the Company or a Subsidiaryan Affiliate. Termination of Participant’s employment with the Company or a Subsidiary an Affiliate in order to provide service to the Company or a Subsidiary an Affiliate in any other capacity, such as a consultant or as an employee of a consultant providing services to the Company or a Subsidiary an Affiliate will not comply with the requirements of Section 422 of the Code and will result in the unexercised portion of the Option to be treated as a non-qualified stock option.

Limitations and Restrictions. (i) If Participant sells 2.1.2.1 The Company may suspend or otherwise disposes restrict any transfer of Shares under the Registration Statement if it determines in good faith that it is required to amend the Registration Statement in order to comply with the Securities Act and in such case, if requested, the Purchaser will immediately cease making offers of such Shares and promptly return all prospectuses to the Company. In such a case, the Company will take all reasonable steps to amend such Registration Statement and will promptly provide the Purchaser with revised prospectuses and, following receipt of the revised prospectuses, the Purchaser shall be free to resume making offers of the Shares. 2.1.2.2 The Company shall be entitled to require that the Purchaser refrain from making any public sales or distributions of the Shares acquired pursuant to if the Option on or before the later of: (1) the date two years after the Date board of Grant, and (2) the date one year after transfer of such Shares to Participant upon exercise directors of the Option, Participant immediately shall notify the Company in writing of reasonably determines that such disposition. Participant agrees that Participant may be subject to income tax withholding by the Company on the compensation income recognized by Participant from the early disposition by payment in the manner set forth in paragraph 8. (ii) The aggregate Fair Market Value (determined as of the date of grant) of Shares sales or distributions would interfere with respect to which the Option is exercisable for the first time by Participant during any calendar year (under the Plan proposed or under any other stock option plan of pending material transaction involving the Company or any Subsidiaryof its subsidiaries or would require premature disclosure thereof or would require the Company to disclose information that the Company has not otherwise made public and the Company reasonably determines that is in the best interests of the Company to not disclose at such time, or the Company is engaged in any other activity which the Board of Directors of the Company determines in good faith may be adversely affected by the required registration or the registration and distribution of the Shares, provided in no event shall any requirement that the Purchaser refrain from effecting sales or distributions of the Shares extend for more than 180 days. 2.1.2.3 Notwithstanding the provisions of this Section 2.1, the one-time demand registration rights provided in Section 2.1.1 shall be subject to the following additional limitations: (a) the Company shall not exceed $100,000. If be obligated to file a Form S-3 or Form S-2 Registration Statement on such Form if it does not meet the Fair Market Value requirements of such Form, and if the Company is required to file a Form S-1, it shall not be obligated to file the Form S-1 until it shall have prepared current financial statements as required by Form S-1, or (b) if, upon receipt of any request for registration of Shares on pursuant to Section 2.1.1, the Company is then engaged by a reputable and nationally or regionally recognized investment banking firm regarding a good faith proposed Underwritten Public Offering (other than for the underwritten offering referred to in Section 2.1.1 hereof), then the Company shall give notice of such negotiations to the Purchaser within 15 days of the date upon which the Company receives such request and the Company shall not, for 90 days after giving such notice, be required to undertake a required registration of grant with respect the Shares pursuant to Section 2.1.1 in response to the Purchaser's request; provided, however, that if such registration statement of such proposed Underwritten Public Offering is not filed within 90 days after the Company gives such notice to the Purchaser, the Company shall respond to the Purchaser's request for registration of the Shares and, unless otherwise required by the provisions of this Section 2.1, register such Shares, no later than 30 days after the expiration of such 90 days period. In no event shall the Company be obligated to include the Shares in any registration statement or notification under Section 2.1.1 if: (i) in the written opinion of the underwriter, the inclusion of the Shares in such registration statement or notification would be materially detrimental to the proposed offering of debt or equity securities pursuant to which the Option is exercisable Company gave notice to the Purchaser under this paragraph; or (ii) in the opinion of counsel for the first time by Participant during any calendar year exceeds $100,000, only the Options for the first $100,000 worth of Shares to become exercisable in such calendar year shall comply with Section 422 of the Code and Options for the amount in excess of $100,000 that become exercisable in that calendar year shall be non-qualified stock options. In the event Company that the Code or Shares are not considered "restricted securities" within the regulations meaning of Rule 144 promulgated thereunder are amended after under the Effective Date to provide for a different limit on Securities Act and that registration under the Fair Market Value of Shares permitted to be subject to incentive stock options, such different limit shall be automatically incorporated Securities Act is therefore not required. 2.1.2.4 Notwithstanding anything herein and shall apply to the unexercised portion of this Option after the effective date of such amendmentcontrary, provided such regulations are intended to apply to pre-existing options. (iii) Participant understands and acknowledges that for purposes of this Agreement, Participant must be an employee of the Company or a Subsidiary. Termination of Participant’s employment with the Company or a Subsidiary in order shall not be required to provide service effect more than one registration statement pursuant to the Company or a Subsidiary in any other capacity, such as a consultant or as an employee of a consultant providing services to the Company or a Subsidiary will not comply with the requirements of this Section 422 of the Code and will result in the unexercised portion of the Option to be treated as a non-qualified stock option2.1.