Common use of Participant’s Acknowledgement Clause in Contracts

Participant’s Acknowledgement. The Participant acknowledges and agrees that: (x) unless the Shares are covered by a then current registration statement or a notification under Regulation A under the Securities Act of 1933, as amended (the “Securities Act”), (i) the Shares are being purchased for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the Securities Act); (ii) the Participant has been advised and understands that (A) the Shares have not been registered under the Securities Act and are “restricted securities” within the meaning of Rule 144 under the Securities Act and are subject to restrictions on transfer, and (B) the Company is under no obligation to register the Shares under the Securities Act or to take any action which would make available to the Participant any exemption from such registration; (iii) such Shares may not be transferred without compliance with all applicable federal and state securities laws and any other restrictions contained in the Plan and this Agreement; and (iv) an appropriate legend referring to the foregoing restrictions on transfer and any other applicable restrictions under this Agreement may be endorsed on the certificates; (y) notwithstanding the foregoing, if the Company determines that issuance of Shares should be delayed pending (1) registration under federal or state securities laws, (2) the receipt of an opinion of counsel satisfactory to the Company that an appropriate exemption from such registration is available, (3) the listing or inclusion of the Shares on any securities exchange or an automated quotation system, or (4) the consent or approval of any governmental regulatory body whose consent or approval is necessary in connection with the issuance of such Shares, the Company may defer issuance of any Shares granted hereunder until any of the events described in this sentence has occurred; and (z) if at any time the Committee shall determine that an additional agreement of the Participant is necessary or desirable as a condition of, or in connection with, the delivery or purchase of the Shares hereunder, then the Award shall not be effective unless such agreement shall have been obtained free of any conditions not acceptable to the Committee.

Participant’s Acknowledgement. The Participant acknowledges and agrees that: (x) unless the Shares are covered by a then current registration statement or a notification under Regulation A under the Securities Act of 1933, as amended (the “Securities Act”), (i) the Shares are being purchased for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the Securities Act); (ii) the Participant has been advised and understands that (A) the Shares have not been registered under the Securities Act and are “restricted securities” within the meaning of Rule 144 under the Securities Act and are subject to restrictions on transfer, and (B) the Company is under no obligation to register the Shares under the Securities Act or to take any action which would make available to the Participant any exemption from such registration; (iii) such Shares may not be transferred without compliance with all applicable federal and state securities laws and any other restrictions contained in the Plan and this Agreement; and (iv) an appropriate legend referring to the foregoing restrictions on transfer and any other applicable restrictions under this Agreement may be endorsed on any certificates representing the certificatesShares; (y) notwithstanding the foregoing, if the Company determines that issuance of Shares should be delayed pending (1) registration under federal or state securities laws, (2) the receipt of an opinion of counsel satisfactory to the Company that an appropriate exemption from such registration is available, (3) the listing or inclusion of the Shares on any securities exchange or an automated quotation system, or (4) the consent or approval of any governmental regulatory body whose consent or approval is necessary in connection with the issuance of such Shares, the Company may defer issuance of any Shares granted hereunder until any of the events described in this sentence has occurred; and (z) if at any time the Committee shall determine that an additional agreement of the Participant is necessary or desirable as a condition of, or in connection with, the delivery or purchase of the Shares hereunder, then the Award shall not be effective unless such agreement shall have been obtained free of any conditions not acceptable to the Committee.