Resale of Common Stock. Before any sale or transfer of the Common Stock purchased upon exercise of the Option, the Director will deliver to the Company an opinion of counsel satisfactory to counsel for the Company to the effect that either (i) the Common Stock to be sold or transferred has been registered under the Securities Act and that there is in effect a current prospectus meeting the requirements of Subsection 10(a) of the Securities Act which is being or will be delivered to the purchaser or transferee at or prior to the time of delivery of the certificates evidencing the Common Stock to be sold or transferred, or (ii) such Common Stock may then be sold without violating Section 5 of the Securities Act. The Common Stock issued upon exercise of the Option shall bear the following legend if required by counsel for the Company: THE SHARES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE FIRST BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNLESS, IN THE OPINION OF COUNSEL FOR THE COMPANY, SUCH REGISTRATION IS NOT REQUIRED.
Appears in 17 contracts
Samples: Stock Option Agreement (Miltope Group Inc), Stock Option Agreement (Miltope Group Inc), Stock Option Agreement (Miltope Group Inc)
Resale of Common Stock. Before Upon any sale or transfer of the Common Stock ---------------------- purchased upon exercise of the OptionOptions, the Director will Employee shall deliver to the Company an opinion of counsel satisfactory to counsel for the Company to the effect that either (ia) the sale of the Common Stock to be so sold or transferred has been registered under the Securities Act and that there is in effect a current prospectus meeting the requirements of Subsection 10(a) of the Securities Act which is being or will be delivered to the purchaser or transferee at or prior to the time of delivery of the certificates evidencing the Common Stock to be sold or transferred, or (iib) such Common Stock may then be sold without violating Section 5 of registration under the Securities ActAct and applicable state securities laws. The certificates evidencing the shares of Common Stock issued upon exercise of the Option Options shall bear a legend to the following legend if required by counsel for effect (unless the Company: Company requires otherwise): THE SHARES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE FIRST BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNLESS, IN THE OPINION OF COUNSEL FOR THE COMPANY, SUCH REGISTRATION IS NOT REQUIRED.
Appears in 3 contracts
Samples: Stock Option Agreement (Samsonite Corp/Fl), Stock Option Agreement (Samsonite Corp/Fl), Stock Option Agreement (Samsonite Corp/Fl)
Resale of Common Stock. Before Upon any sale or transfer of the Common ---------------------- Stock purchased upon exercise of the OptionOptions, the Director will Employee shall deliver to the Company an opinion of counsel satisfactory to counsel for the Company to the effect that either (ia) the sale of the Common Stock to be so sold or transferred has been registered under the Securities Act and that there is in effect a current prospectus meeting the requirements of Subsection 10(a) of the Securities Act which is being or will be delivered to the purchaser or transferee at or prior to the time of delivery of the certificates evidencing the Common Stock to be sold or transferred, or (iib) such Common Stock may then be sold without violating Section 5 of registration under the Securities ActAct and applicable state securities laws. The certificates evidencing the shares of Common Stock issued upon exercise of the Option Options shall bear a legend to the following legend if required by counsel for effect (unless the Company: Company requires otherwise): THE SHARES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE FIRST BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNLESS, IN THE OPINION OF COUNSEL FOR THE COMPANY, SUCH REGISTRATION IS NOT REQUIRED.
Appears in 2 contracts
Samples: Stock Option Agreement (Samsonite Corp/Fl), Stock Option Agreement (Samsonite Corp/Fl)