Common use of No Registration of Shares Clause in Contracts

No Registration of Shares. The Participant acknowledges that, in addition to the restrictions on transfer contained in this Agreement, the Participant has been informed by the Corporation that, inasmuch as the Award Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) such securities must be held indefinitely unless subsequently registered or an exemption from registration is available. The Participant further acknowledges that the Corporation is under no obligation either to register the Award Shares or the Option or to take any action to make available any exemption from registration or to supply any information to facilitate sales of such securities. The Participant represents and warrants that the Award Shares will be acquired by the Participant for investment and not with a view to the distribution thereof and that, under no circumstances, shall such securities be transferred in violation of federal or state securities laws. The Participant further agrees that there shall be either lodged with any stock transfer agent for the Corporation or noted on the stock transfer records of the Corporation a stop transfer order against the Award Shares and that there shall be imprinted upon the certificate or certificates issued to the Participant evidencing such Award Shares a legend reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EFFECTIVE REGISTRATION UNDER SAID ACT AND LAWS OR THE AVAILABILITY OF AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF. THE ISSUER HEREOF MAY, AS A CONDITION TO ITS EFFECTING ANY TRANSFER HEREOF, REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO IT TO THE EFFECT THAT SUCH TRANSFER DOES NOT VIOLATE SAID REQUIREMENTS.”

No Registration of Shares. The Participant acknowledges that, in addition to the restrictions on transfer contained in this Agreement, the Participant has been informed by the Corporation that, inasmuch as the Award Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) such securities must be held indefinitely unless subsequently registered or an exemption from registration is available. The Participant further acknowledges that the Corporation is under no obligation either to register the Award Shares or the Option or to take any action to make available any exemption from registration or to supply any information to facilitate sales of such securities. The Participant represents and warrants that the Award Shares will be acquired by the Participant for investment and not with a view to the distribution thereof and that, under no circumstances, shall such securities be transferred in violation of federal or state securities laws. The Participant further agrees that there shall be either lodged with any stock transfer agent for the Corporation or noted on the stock transfer records of the Corporation a stop transfer order against the Award Shares and that there shall be imprinted upon the certificate or certificates issued to the Participant evidencing such Award Shares a legend reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EFFECTIVE REGISTRATION UNDER SAID ACT AND LAWS OR THE AVAILABILITY OF AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF. THE ISSUER HEREOF MAY, AS A CONDITION TO ITS EFFECTING ANY TRANSFER HEREOF, REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO IT TO THE EFFECT THAT SUCH TRANSFER DOES NOT VIOLATE SAID REQUIREMENTS.”

No Registration of Shares. The Participant acknowledges that, in addition to the restrictions on transfer contained in this Agreement, the Participant has been informed by the Corporation that, inasmuch as the Award Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) such securities must be held indefinitely unless subsequently registered or an exemption from registration is available. The Participant further acknowledges that the Corporation is under no obligation either to register the Award Shares or the Option or to take any action to make available any exemption from registration or to supply any information to facilitate sales of such securities. The Participant represents and warrants that the Award Shares will be acquired by the Participant for investment and not with a view to the distribution thereof and that, under no circumstances, shall such securities be transferred in violation of federal or state securities laws. The Participant further agrees that there shall be either lodged with any stock transfer agent for the Corporation or noted on the stock transfer records of the Corporation a stop transfer order against the Award Shares and that there shall be imprinted upon the certificate or certificates issued to the Participant evidencing such Award Shares a legend reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EFFECTIVE REGISTRATION UNDER SAID ACT AND LAWS OR THE AVAILABILITY OF AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF. THE ISSUER HEREOF MAY, AS A CONDITION TO ITS EFFECTING ANY TRANSFER HEREOF, REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO IT TO THE EFFECT THAT SUCH TRANSFER DOES NOT VIOLATE SAID REQUIREMENTSREQUIREMENT.”

No Registration of Shares. The Participant is not a “US Person,” and is not acquiring the Option or any Award Shares hereunder for the account or benefit of any U.S. person within the meaning of Regulation S under the United States Securities Act of 1933, as amended (the “Act”). The Participant acknowledges that, in addition to the restrictions on transfer contained in this Agreement, the Participant has been informed by the Corporation that, inasmuch as the Option and the Award Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) such securities must be held indefinitely unless sold in accordance with Regulation S under the Act, subsequently registered or an exemption from registration is available, and the Participant may not engage in hedging transactions with regard to such securities unless in compliance with the Act. The Participant further acknowledges that the Corporation is under no obligation either to register the Award Shares or the Option or to take any action to make available any exemption from registration or to supply any information to facilitate sales of such securities. The Participant represents and warrants that the Option is, and any Award Shares will be be, acquired by the Participant for investment and not with a view to the distribution thereof and that, under no circumstances, shall such securities be transferred in violation of federal or state securities laws. The Participant further agrees that there shall be either lodged with any stock transfer agent for the Corporation or noted on the stock transfer records of the Corporation a stop transfer order against the Award Shares and that there shall be imprinted upon the certificate or certificates issued to the Participant evidencing such Award Shares a legend reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE, . THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE SOLD TRANSFERRED OR OTHERWISE DISPOSED RESOLD EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF IN THE ABSENCE OF EFFECTIVE REGULATION S AND ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION UNDER SAID THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE AVAILABILITY FINANCIAL RISKS OF THIS INVESTMENT FOR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOFINDEFINITE PERIOD OF TIME. THE ISSUER HEREOF MAY, AS A CONDITION TO ITS EFFECTING ANY TRANSFER HEREOF, OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO IT THE ISSUER TO THE EFFECT THAT SUCH ANY PROPOSED TRANSFER DOES OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS WITH RESPECT TO THESE SECURITIES MAY NOT VIOLATE SAID REQUIREMENTSBE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.”

No Registration of Shares. The Participant acknowledges that, in addition to the restrictions on transfer contained in this Agreement, the Participant has been informed by the Corporation that, inasmuch as the Award Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) such securities must be held indefinitely unless subsequently registered or an exemption from registration is available. The Participant further acknowledges that the Corporation is under no obligation either to register the Award Shares or the Option or to take any ally action to make available any exemption from registration or to supply any information to facilitate sales of such securities. The Participant represents and warrants that the Award Shares will be acquired by the Participant for investment and not with a view to the distribution thereof and that, under no circumstances, shall such securities be transferred in violation of federal or state securities laws. The Participant further agrees that there shall be either lodged with any stock transfer agent for the Corporation or noted on the stock transfer records of the Corporation a stop transfer order against the Award Shares and that there shall be imprinted upon the certificate or certificates issued to the Participant evidencing such Award Shares a legend reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EFFECTIVE REGISTRATION UNDER SAID ACT AND LAWS OR THE AVAILABILITY OF AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF. THE ISSUER HEREOF MAY, AS A CONDITION TO ITS EFFECTING ANY TRANSFER HEREOF, REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO IT TO THE EFFECT THAT SUCH TRANSFER DOES NOT VIOLATE SAID REQUIREMENTS.”

No Registration of Shares. The Participant is not a “US Person,” and is not acquiring the Option or any Award Shares hereunder for the account or benefit of any U.S. person within the meaning of Regulation S under the United States Securities Act of 1933, as amended (the “Act”). The Participant acknowledges that, in addition to the restrictions on transfer contained in this Agreement, the Participant has been informed by the Corporation that, inasmuch as the Option and the Award Shares have not been registered under the Securities Act of 1933Act, as amended (the “Act”) such securities must be held indefinitely unless sold in accordance with Regulation S under the Act, subsequently registered or an exemption from registration is available, and the Participant may not engage in hedging transactions with regard to such securities unless in compliance with the Act. The Participant further acknowledges that the Corporation is under no obligation either to register the Award Shares or the Option or to take any action to make available any exemption from registration or to supply any information to facilitate sales of such securities. The Participant represents and warrants that the Option is, and any Award Shares will be be, acquired by the Participant for investment and not with a view to the distribution thereof and that, under no circumstances, shall such securities be transferred in violation of federal or state securities laws. The Participant further agrees that there shall be either lodged with any stock transfer agent for the Corporation or noted on the stock transfer records of the Corporation a stop transfer order against the Award Shares and that there shall be imprinted upon the certificate or certificates issued to the Participant evidencing such Award Shares a legend reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE, . THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE SOLD TRANSFERRED OR OTHERWISE DISPOSED RESOLD EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF IN THE ABSENCE OF EFFECTIVE REGULATION S AND ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION UNDER SAID THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE AVAILABILITY FINANCIAL RISKS OF THIS INVESTMENT FOR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOFINDEFINITE PERIOD OF TIME. THE ISSUER HEREOF MAY, AS A CONDITION TO ITS EFFECTING ANY TRANSFER HEREOF, OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO IT THE ISSUER TO THE EFFECT THAT SUCH ANY PROPOSED TRANSFER DOES OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS WITH RESPECT TO THESE SECURITIES MAY NOT VIOLATE SAID REQUIREMENTSBE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.”