Common use of No Registration Obligation Clause in Contracts

No Registration Obligation. The Recipient understands that the Option is not registered under the Securities Act of 1933, as amended (the "Securities Act") and the Corporation has no obligation to register under the Securities Act the Option or any of the shares of Common Stock subject to and issuable upon the exercise of the Option. The Recipient represents that the Option is being acquired by him for investment and acknowledges that all certificates for the shares issued upon exercise of the Option will bear the following legend unless such shares are registered under the Securities Act prior to their issuance: The shares of Common Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased solely for investment. These shares may not be sold, transferred or assigned unless in the opinion of the Corporation and its legal counsel such sales, transfer or assignment will not be in violation of the Securities Act of 1933, as amended, and the rules and regulations thereunder. The Recipient further understands and agrees that the Option may be exercised only if at the time of such exercise the Recipient and the Corporation are able to establish the existence of an exemption from registration under the Securities Act and applicable state laws.

Appears in 9 contracts

Samples: Stock Option Agreement (Esat Inc), Stock Option Agreement (Esat Inc), Stock Option Agreement (Esat Inc)

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No Registration Obligation. The Recipient understands that the Option is not registered under the Securities Act of 1933, as amended (the "Securities Act") and the Corporation has no obligation to register under the Securities Act the Option or any of the shares of Common Stock subject to and issuable upon the exercise of the Option. The Recipient represents that the Option is being acquired by him and that such shares of Common Stock will be acquired by him for investment and acknowledges that all certificates for the shares issued upon exercise of the Option will bear the following legend unless such shares are registered under the Securities Act prior to their issuance: The shares of Common Stock evidenced represented by this certificate Certificate have not been issued to registered under the registered owner Securities Act of 1933 (the "Securities Act"), and are "restricted securities" as that term is defined in reliance upon written representations that these shares have been purchased solely for investmentRule 144 under the Securities Act. These The shares may not be soldoffered for sale, sold or otherwise transferred or assigned unless in the opinion of the Corporation and its legal counsel such sales, transfer or assignment will not be in violation of except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act, the availability of 1933, as amended, and which is to be established to the rules and regulations thereundersatisfaction of the Company. The Recipient further understands and agrees that the Option may be exercised only if at the time of such exercise the Recipient and the Corporation are able to establish the existence of an exemption from registration under the Securities Act and applicable state laws.

Appears in 2 contracts

Samples: Non Qualified Stock Option Agreement (Whole Foods Market Inc), Stock Option Agreement (Whole Foods Market Inc)

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No Registration Obligation. The Recipient understands that the Option is not registered under the Securities Act of 1933, as amended (the "Securities Act") and the Corporation has no obligation to register under the Securities Act the Option or any of the shares of Common Stock subject to and issuable upon the exercise of the Option. The Recipient represents that the Option is being acquired by him for investment and acknowledges that all certificates for the shares issued upon exercise of the Option option will bear the following legend unless such shares are registered under the Securities Act prior to their issuance: The shares of Common Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased solely for investment. These shares may not be sold, transferred or assigned unless in the opinion of the Corporation and its legal counsel such sales, transfer or assignment will not be in violation of the Securities Act of 1933, as amended, and the rules and regulations thereunder. The Recipient further understands and agrees that the Option may be exercised only if at the time of such exercise the Recipient and the Corporation are able to establish the existence of an exemption from registration under the Securities Act and applicable state laws.

Appears in 1 contract

Samples: Employment Agreement (Esat Inc)

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