Common use of Listing, Registration and Qualification Clause in Contracts

Listing, Registration and Qualification. If the COMMITTEE determines that (A) the listing, registration or qualification of the shares of COMPANY STOCK underlying the RESTRICTED STOCK AWARD upon NASDAQ or any other established stock exchange, market or quotation system or under any state or federal law; (B) the consent or approval of any government or regulatory body; or (C) an agreement by the PARTICIPANT with respect thereto, is necessary or desirable as a condition to the issuance of the shares underlying the RESTRICTED STOCK AWARD, the shares may not be issued unless and until such listing, registration, qualification, consent, approval, or agreement has been effected or obtained, free of any conditions which are not acceptable to the COMMITTEE. If any shares of COMPANY STOCK subject to the RESTRICTED STOCK AWARD are sold or issued upon the exercise thereof to a person who, at the time of such exercise or thereafter, is an affiliate of the COMPANY for purposes of Rule 144 promulgated under the ACT, or are sold and issued in reliance upon exemptions under the securities laws of any state, then upon such sale and issuance: (i) Unless permitted by the PLAN such shares of COMPANY STOCK shall not be transferable by the holder thereof, and neither the COMPANY nor its transfer agent or registrar, if any, shall be required to register or otherwise to give effect to any transfer thereof and may prevent any such transfer, unless the COMPANY shall have received an opinion from its counsel to the effect that any such transfer would not violate the ACT or the applicable laws of any state; and (ii) The COMPANY may cause each certificate evidencing such shares of COMPANY STOCK to bear a legend reflecting the applicable restrictions on the transfer thereof. Any certificate issued to evidence shares of COMPANY STOCK as to which the OPTION has been exercised may bear such legends and statements as the COMPANY shall deem advisable to insure compliance with applicable federal and state laws and regulations.

Listing, Registration and Qualification. If the COMMITTEE determines that (A) the listing, registration or qualification of the shares of COMPANY STOCK underlying the RESTRICTED STOCK AWARD SAR upon NASDAQ or any other established stock exchange, market or quotation system or under any state or federal law; (B) the consent or approval of any government or regulatory body; or (C) an agreement by the PARTICIPANT with respect thereto, is necessary or desirable as a condition to the issuance of the shares underlying the RESTRICTED STOCK AWARDSAR, the shares may not be issued unless and until such listing, registration, qualification, consent, approval, or agreement has been effected or obtained, free of any conditions which are not acceptable to the COMMITTEE. If any shares of COMPANY STOCK subject to the RESTRICTED STOCK AWARD SAR are sold or issued upon the exercise thereof to a person who, at the time of such exercise or thereafter, is an affiliate of the COMPANY for purposes of Rule 144 promulgated under the ACT, or are sold and issued in reliance upon exemptions under the securities laws of any state, then upon such sale and issuance: (i) Unless permitted by the PLAN such shares of COMPANY STOCK shall not be transferable by the holder thereof, and neither the COMPANY nor its transfer agent or registrar, if any, shall be required to register or otherwise to give effect to any transfer thereof and may prevent any such transfer, unless the COMPANY shall have received an opinion from its counsel to the effect that any such transfer would not violate the ACT or the applicable laws of any state; and (ii) The COMPANY may cause each certificate evidencing such shares of COMPANY STOCK to bear a legend reflecting the applicable restrictions on the transfer thereof. Any certificate issued to evidence shares of COMPANY STOCK as to which the OPTION has been exercised may bear such legends and statements as the COMPANY shall deem advisable to insure compliance with applicable federal and state laws and regulations.

Listing, Registration and Qualification. If the COMMITTEE determines that (A) the listing, registration or qualification of the shares of COMPANY STOCK underlying the RESTRICTED STOCK AWARD upon NASDAQ or any other established stock exchange, market or quotation system or under any state or federal law; (B) the consent or approval of any government or regulatory body; or (C) an agreement by the PARTICIPANT with respect thereto, is necessary or desirable as a condition to the issuance of the shares of COMPANY STOCK underlying the RESTRICTED STOCK AWARD, the shares of COMPANY STOCK may not be issued unless and until such listing, registration, qualification, consent, approval, or agreement has been effected or obtained, free of any conditions which are not acceptable to the COMMITTEE. If any shares of COMPANY STOCK subject to the RESTRICTED STOCK AWARD are sold or issued upon the exercise vesting thereof to a person who, at the time of such exercise vesting or thereafter, is an affiliate of the COMPANY for purposes of Rule 144 promulgated under the ACT, or are sold and issued in reliance upon exemptions under the securities laws of any state, then upon such sale and issuance: (i) Unless permitted by the PLAN PLAN, such shares of COMPANY STOCK shall not be transferable by the holder thereof, and neither the COMPANY nor its transfer agent or registrar, if any, shall be required to register or otherwise to give effect to any transfer thereof and may prevent any such transfer, unless the COMPANY shall have received an opinion from its counsel to the effect that any such transfer would not violate the ACT or the applicable laws of any state; and (ii) The COMPANY may cause each certificate evidencing such shares of COMPANY STOCK to bear a legend reflecting the applicable restrictions on the transfer thereof. Any certificate issued to evidence shares of COMPANY STOCK as to which the OPTION has been exercised may bear such legends and statements as the COMPANY shall deem advisable to insure compliance with applicable federal and state laws and regulations.