Common use of REPRESENTATIONS BY OPTIONEE Clause in Contracts

REPRESENTATIONS BY OPTIONEE. As a condition to the exercise of this option, the Company may require the Optionee to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares, if, in the option of counsel for the Company, such representation is required by any relevant provision of the laws referred to in Section 6(a). At the option of the Company, a stop transfer order against any shares may be placed on the official stock books and records of the Company, and two legends may be stamped on the stock certificate, one of which indicating that the shares may not be pledged, sold or otherwise transferred unless an opinion of counsel is provided (concurred in by counsel for the Company) stating that such transfer is not in violation of any applicable law or regulation, and the second of which indicating that the shares may not be pledged, sold, or otherwise transferred except in compliance with, if applicable, the Company's Shareholders' Agreement. The Board of Directors may also require such other action or agreement by the optionees as may from time to time be necessary to comply with the federal and state securities laws.

Appears in 2 contracts

Samples: Option Grant Agreement (Shopnow Com Inc), Option Grant (Shopnow Com Inc)

AutoNDA by SimpleDocs

REPRESENTATIONS BY OPTIONEE. As a condition to the exercise of this option, the Company may require the Optionee to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares, if, in the option of counsel for the Company, such representation is required by any relevant provision of the laws referred to in Section 6(a5(a). At the option of the Company, a stop transfer order against any shares may be placed on the official stock books and records of the Company, and two legends may be stamped on the stock certificate, one of which indicating that the shares may not be pledged, sold or otherwise transferred unless an opinion of counsel is provided (concurred .(concurred in by counsel for the Company) stating that such transfer is not in violation of any applicable law or regulation, and the second of which indicating that the shares may not be pledged, sold, or otherwise transferred except in compliance with, if applicable, the Company's Shareholders' Agreement. The Board of Directors may also require such other action or agreement by the optionees as may from time to time be necessary to comply with the federal and state securities laws.

Appears in 1 contract

Samples: Management Option Grant (Shopnow Com Inc)

AutoNDA by SimpleDocs

REPRESENTATIONS BY OPTIONEE. As a condition to the exercise of this option, the Company may require the Optionee to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares, if, in the option of counsel for the Company, such representation is required by any relevant provision of the laws referred to in Section 6(a). At the option of the Company, a stop transfer order against any shares may be placed on the official stock books and records of the Company, and two legends may be stamped on the stock certificate, one of which indicating that the shares may not be pledged, sold or otherwise transferred unless an opinion of counsel is provided (concurred in by counsel for the Company) stating that such transfer is not in violation of any applicable law or regulation, and the second of which indicating that the shares may not be pledged, sold, or otherwise transferred except in compliance with, if applicable, with the Company's Shareholders' AgreementAgreement dated September 29, 1993. The Board of Directors may also require such other action or agreement by the optionees as may from time to time be necessary to comply with the federal and state securities laws. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, NEITHER THIS PROVISION NOR ANY OTHER PROVISION SHALL OBLIGATE THE COMPANY TO UNDERTAKE REGISTRATION OF OPTIONS OR STOCK HEREUNDER.

Appears in 1 contract

Samples: Option Grant Agreement (Shopnow Com Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!