Common use of Resale of Common Stock Clause in Contracts

Resale of Common Stock. Holder and the Company acknowledge that as of the date hereof the Staff of the Division of Corporation Finance of the SEC has published Compliance & Disclosure Interpretation 528.04 in the Securities Act Rules section thereof, stating that the holder of securities issued in connection with a public offering may not rely upon Rule 144 promulgated under the Act to establish an exemption from registration requirements under Section 4(a)(1) under the Act, but may nonetheless apply Rule 144 constructively for the resale of such shares in the following manner: (a) provided that six months has elapsed since the last sale under the registration statement, an underwriter or finder may resell the securities in accordance with the provisions of Rule 144(c), (e), and (f), except for the notice requirement; (b) a purchaser of the shares from an underwriter receives restricted securities unless the sale is made with an appropriate, current prospectus, or unless the sale is made pursuant to the conditions contained in (a) above; (c) a purchaser of the shares from an underwriter who receives restricted securities may include the underwriter’s holding period, provided that the underwriter or finder is not an affiliate of the issuer; and (d) if an underwriter transfers the shares to its employees, the employees may tack the firm’s holding period for purposes of Rule 144(d), but they must aggregate sales of the distributed shares with those of other employees, as well as those of the underwriter or finder, for a six-month period from the date of the transfer to the employees. Holder and the Company also acknowledge that the Staff of the Division of Corporation Finance of the SEC has advised in various no-action letters that the holding period associated with securities issued without registration to a service provider commences upon the completion of the services, which the Company agrees and acknowledges shall be the final closing of the Offering, and that Rule 144(d)(3)(ii) provides that securities acquired from the issuer solely in exchange for other securities of the same issuer shall be deemed to have been acquired at the same time as the securities surrendered for conversion (which the Company agrees is the date of the initial issuance of this Purchase Warrant). In the event that following a reasonably-timed written request by Hxxxxx to transfer the shares of Common Stock in accordance with Compliance & Disclosure Interpretation 528.04 counsel for the Company in good faith concludes that Compliance & Disclosure Interpretation 528.04 no longer may be relied upon as a result of changes in applicable laws, regulations, or interpretations of the SEC Division of Corporation Finance, or as a result of judicial interpretations not known by the Company or its counsel on the date hereof (either, a “Registration Trigger Event”), then the Company shall promptly, and in any event within five (5) Business Days following the request, provide written notice to Holder of such determination. As a condition to giving such notice, the parties shall negotiate in good faith a single demand registration right pursuant to an agreement in customary form reasonably acceptable to the parties; provided that notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 2 shall terminate on the fifth anniversary of the commencement of sales of the public offering. In the absence of such conclusion by counsel for the Company, the Company shall, upon such a request of Holder given no earlier than six months after the final closing of the Offering, instruct its transfer agent to permit the transfer of such shares in accordance with Compliance & Disclosure Interpretation 528.04, provided that Holder has provided such documentation as shall be reasonably be requested by the Company to establish compliance with the conditions of Compliance & Disclosure Interpretation 528.04. Notwithstanding anything to the contrary, pursuant to FINRA Rule 5110(g)(8)(A), the Holder shall not be entitled to more than one demand registration right hereunder and the duration of the registration rights hereunder shall not exceed five years from the commencement of sales of the public offering.

Resale of Common Stock. Holder and Upon any sale or transfer of the Common ---------------------- Stock purchased upon exercise of the Option, the Executive shall deliver to the Company acknowledge an opinion of counsel satisfactory to the Company to the effect that as of either (i) the date hereof the Staff of the Division of Corporation Finance of the SEC Common Stock to be sold or transferred has published Compliance & Disclosure Interpretation 528.04 in been registered under the Securities Act Rules section thereof, stating that the holder of securities issued in connection with a public offering may not rely upon Rule 144 promulgated under the Act to establish an exemption from registration requirements under Section 4(a)(1) under the Act, but may nonetheless apply Rule 144 constructively for the resale of such shares in the following manner: (a) provided that six months has elapsed since the last sale under the registration statement, an underwriter or finder may resell the securities in accordance with the provisions of Rule 144(c), (e), and (f), except for the notice requirement; (b) a purchaser of the shares from an underwriter receives restricted securities unless the sale is made with an appropriate, current prospectus, or unless the sale is made pursuant to the conditions contained in (a) above; (c) a purchaser of the shares from an underwriter who receives restricted securities may include the underwriter’s holding period, provided that the underwriter or finder is not an affiliate of the issuer; and (d) if an underwriter transfers the shares to its employees, the employees may tack the firm’s holding period for purposes of Rule 144(d), but they must aggregate sales of the distributed shares with those of other employees1933, as well as those of the underwriter or finder, for a six-month period from the date of the transfer to the employees. Holder and the Company also acknowledge that the Staff of the Division of Corporation Finance of the SEC has advised in various no-action letters that the holding period associated with securities issued without registration to a service provider commences upon the completion of the services, which the Company agrees and acknowledges shall be the final closing of the Offeringamended, and that Rule 144(d)(3)(iithere is in effect a current prospectus meeting the requirements of Subsection 10(a) provides that securities acquired from of said Act which is being or will be delivered to the issuer solely in exchange for other securities purchaser or transferee at or prior to the time of delivery of the same issuer shall certificates evidencing the Common Stock to be deemed to have been acquired at the same time as the securities surrendered for conversion sold or transferred, or (which the Company agrees is the date ii) such Common Stock may then be sold without violating Section 5 of said Act. The Common Stock issued upon exercise of the initial issuance of this Purchase Warrant). In Option shall bear the event that following a reasonably-timed written request by Hxxxxx to transfer the shares of Common Stock in accordance with Compliance & Disclosure Interpretation 528.04 counsel for the Company in good faith concludes that Compliance & Disclosure Interpretation 528.04 no longer may be relied upon as a result of changes in applicable laws, regulations, or interpretations of the SEC Division of Corporation Finance, or as a result of judicial interpretations not known by the Company or its counsel on the date hereof (either, a “Registration Trigger Event”), then the Company shall promptly, and in any event within five (5) Business Days following the request, provide written notice to Holder of such determination. As a condition to giving such notice, the parties shall negotiate in good faith a single demand registration right pursuant to an agreement in customary form reasonably acceptable to the parties; provided that notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 2 shall terminate on the fifth anniversary of the commencement of sales of the public offering. In the absence of such conclusion 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. The shares of Common Stock issuable upon the exercise hereof shall be subject to the terms and provisions of that certain Stockholders' Agreement, dated as of May 31, 1990, by and among the Company shalland the persons listed on Exhibit A thereto but only during such period such Stockholders' Agreement is in full force and effect, upon such and to the condition that the Executive execute and deliver to the Company a request of Holder given no earlier than six months after the final closing of the Offering, instruct its transfer agent to permit the transfer counterpart of such shares in accordance with Compliance & Disclosure Interpretation 528.04, provided that Holder has provided such documentation as shall be reasonably be requested by the Company to establish compliance with the conditions of Compliance & Disclosure Interpretation 528.04. Notwithstanding anything to the contrary, pursuant to FINRA Rule 5110(g)(8)(A), the Holder shall not be entitled to more than one demand registration right hereunder and the duration of the registration rights hereunder shall not exceed five years from the commencement of sales of the public offeringStockholders' Agreement.

Resale of Common Stock. Holder and (a) If so requested by the Company, upon any sale or transfer of the Common Stock purchased upon exercise of the Option [(SUBJECT TO THE PROVISIONS OF SECTIONS 11(B) AND (C), HEREOF)], the Employee shall deliver to the Company acknowledge an opinion of counsel satisfactory to the Company to the effect that as of either (i) the date hereof the Staff of the Division of Corporation Finance of the SEC Common Stock to be sold or transferred has published Compliance & Disclosure Interpretation 528.04 in been registered under the Securities Act Rules section thereofand that there is in effect a current prospectus meeting the requirements of Section 10(a) of said 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, stating that the holder or (ii) such Common Stock may then be sold without violating Section 5 of securities issued in connection with a public offering may not rely upon Rule 144 promulgated under the Act to establish an exemption from registration requirements under Section 4(a)(1said Act. [(B) under the Act(I) IF THE EMPLOYEE, but may nonetheless apply Rule 144 constructively for the resale of such shares in the following manner: ANY OTHER PERSON WHO ACQUIRES SHARES OF COMMON STOCK BY WAY OF THE EXERCISE OF THIS OPTION (aSUCH SHARES OF COMMON STOCK, FOR PURPOSES OF THIS SECTION 11(B) provided that six months has elapsed since the last sale under the registration statement, an underwriter or finder may resell the securities in accordance with the provisions of Rule 144(cBEING REFERRED TO AS THE "SHARES"), OR ANY OTHER PERSON WHO SUBSEQUENTLY ACQUIRES ANY OF SUCH SHARES DESIRES TO TRANSFER ANY OF SUCH SHARES, SUCH PERSON (e)"OFFEROR") SHALL FIRST, and IN WRITING, OFFER TO SELL ALL OF SUCH SHARES TO THE COMPANY, AT THE LESSER OF (f)A) THE "THIRD PARTY OFFER PRICE" (AS DEFINED IN SECTION 11(B)(IV) HEREOF) OR (B) THE "FORMULA PRICE" (AS DEFINED IN SECTION 11(B)(V) HEREOF) AND UPON THE TERMS AND CONDITIONS HEREINAFTER SET FORTH, except for the notice requirement; AND THE COMPANY SHALL HAVE A PERIOD OF THIRTY (b30) a purchaser of the shares from an underwriter receives restricted securities unless the sale is made with an appropriateDAYS AFTER THE RECEIPT OF SUCH OFFER IN WHICH TO ACCEPT OR REJECT THE SAME. IF THE COMPANY ELECTS TO ACCEPT SUCH OFFER, current prospectusSUCH ACCEPTANCE MUST BE TO THE FULL EXTENT PERMITTED BY LAW, or unless the sale is made pursuant to the conditions contained in AND IT SHALL SO SIGNIFY ITS ACCEPTANCE THEREOF WITHIN SUCH THIRTY (a30) above; (cDAY PERIOD BY A DULY SIGNED NOTICE TO THE OFFEROR. IF THE ACCEPTANCE IS FOR LESS THAN ALL OF THE SHARES OFFERED, SUCH ACCEPTANCE SHALL BE CONTINGENT UPON ACCEPTANCE OF THE BALANCE OF THE SHARES PURSUANT TO SECTION 11(B)(II) a purchaser of the shares from an underwriter who receives restricted securities may include the underwriter’s holding period, provided that the underwriter or finder is not an affiliate of the issuer; and (d) if an underwriter transfers the shares to its employees, the employees may tack the firm’s holding period for purposes of Rule 144(d), but they must aggregate sales of the distributed shares with those of other employees, as well as those of the underwriter or finder, for a six-month period from the date of the transfer to the employees. Holder and the Company also acknowledge that the Staff of the Division of Corporation Finance of the SEC has advised in various no-action letters that the holding period associated with securities issued without registration to a service provider commences upon the completion of the services, which the Company agrees and acknowledges shall be the final closing of the Offering, and that Rule 144(d)(3)(ii) provides that securities acquired from the issuer solely in exchange for other securities of the same issuer shall be deemed to have been acquired at the same time as the securities surrendered for conversion (which the Company agrees is the date of the initial issuance of this Purchase Warrant). In the event that following a reasonably-timed written request by Hxxxxx to transfer the shares of Common Stock in accordance with Compliance & Disclosure Interpretation 528.04 counsel for the Company in good faith concludes that Compliance & Disclosure Interpretation 528.04 no longer may be relied upon as a result of changes in applicable laws, regulations, or interpretations of the SEC Division of Corporation Finance, or as a result of judicial interpretations not known by the Company or its counsel on the date hereof (either, a “Registration Trigger Event”), then the Company shall promptly, and in any event within five (5) Business Days following the request, provide written notice to Holder of such determination. As a condition to giving such notice, the parties shall negotiate in good faith a single demand registration right pursuant to an agreement in customary form reasonably acceptable to the parties; provided that notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 2 shall terminate on the fifth anniversary of the commencement of sales of the public offering. In the absence of such conclusion by counsel for the Company, the Company shall, upon such a request of Holder given no earlier than six months after the final closing of the Offering, instruct its transfer agent to permit the transfer of such shares in accordance with Compliance & Disclosure Interpretation 528.04, provided that Holder has provided such documentation as shall be reasonably be requested by the Company to establish compliance with the conditions of Compliance & Disclosure Interpretation 528.04. Notwithstanding anything to the contrary, pursuant to FINRA Rule 5110(g)(8)(A), the Holder shall not be entitled to more than one demand registration right hereunder and the duration of the registration rights hereunder shall not exceed five years from the commencement of sales of the public offeringHEREOF.

Resale of Common Stock. Holder and (a) If so requested by the Company, upon any sale or transfer of the Common Stock purchased upon exercise of the Option [(SUBJECT TO THE PROVISIONS OF SECTIONS 11(B) AND (C), HEREOF)], the Employee shall deliver to the Company acknowledge an opinion of counsel satisfactory to the Company to the effect that as of either (i) the date hereof the Staff of the Division of Corporation Finance of the SEC Common Stock to be sold or transferred has published Compliance & Disclosure Interpretation 528.04 in been registered under the Securities Act Rules section thereofand that there is in effect a current prospectus meeting the requirements of Section 10(a) of said 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, stating that the holder or (ii) such Common Stock may then be sold without violating Section 5 of securities issued in connection with a public offering may not rely upon Rule 144 promulgated under the Act to establish an exemption from registration requirements under Section 4(a)(1) under the said Act, but may nonetheless apply Rule 144 constructively for the resale of such shares in the following manner: (a) provided that six months has elapsed since the last sale under the registration statement, an underwriter or finder may resell the securities in accordance with the provisions of Rule 144(c), (e), and (f), except for the notice requirement; . [(b) a purchaser of the shares from an underwriter receives restricted securities unless the sale is made with an appropriate(I) IF THE EMPLOYEE, current prospectusANY OTHER PERSON WHO ACQUIRES SHARES OF COMMON STOCK BY WAY OF THE EXERCISE OF THIS OPTION (SUCH SHARES OF COMMON STOCK, or unless the sale is made pursuant to the conditions contained in (aFOR PURPOSES OF THIS SECTION 11(B) above; (c) a purchaser of the shares from an underwriter who receives restricted securities may include the underwriter’s holding period, provided that the underwriter or finder is not an affiliate of the issuer; and (d) if an underwriter transfers the shares to its employees, the employees may tack the firm’s holding period for purposes of Rule 144(dBEING REFERRED TO AS THE "SHARES"), but they must aggregate sales of the distributed shares with those of other employeesOR ANY OTHER PERSON WHO SUBSEQUENTLY ACQUIRES ANY OF SUCH SHARES DESIRES TO TRANSFER ANY OF SUCH SHARES, as well as those of the underwriter or finderSUCH PERSON ("OFFEROR") SHALL FIRST, for a six-month period from the date of the transfer to the employeesIN WRITING, OFFER TO SELL ALL OF SUCH SHARES TO THE COMPANY, AT THE LESSER OF (A) THE "THIRD PARTY OFFER PRICE" (AS DEFINED IN SECTION 11(B)(IV) HEREOF) OR (B) THE "FORMULA PRICE" (AS DEFINED IN SECTION 11(B)(V) HEREOF) AND UPON THE TERMS AND CONDITIONS HEREINAFTER SET FORTH, AND THE COMPANY SHALL HAVE A PERIOD OF THIRTY (30) DAYS AFTER THE RECEIPT OF SUCH OFFER IN WHICH TO ACCEPT OR REJECT THE SAME. Holder and the Company also acknowledge that the Staff of the Division of Corporation Finance of the SEC has advised in various no-action letters that the holding period associated with securities issued without registration to a service provider commences upon the completion of the servicesIF THE COMPANY ELECTS TO ACCEPT SUCH OFFER, which the Company agrees and acknowledges shall be the final closing of the OfferingSUCH ACCEPTANCE MUST BE TO THE FULL EXTENT PERMITTED BY LAW, and that Rule 144(d)(3)(iiAND IT SHALL SO SIGNIFY ITS ACCEPTANCE THEREOF WITHIN SUCH THIRTY (30) provides that securities acquired from the issuer solely in exchange for other securities of the same issuer shall be deemed to have been acquired at the same time as the securities surrendered for conversion (which the Company agrees is the date of the initial issuance of this Purchase Warrant)DAY PERIOD BY A DULY SIGNED NOTICE TO THE OFFEROR. In the event that following a reasonably-timed written request by Hxxxxx to transfer the shares of Common Stock in accordance with Compliance & Disclosure Interpretation 528.04 counsel for the Company in good faith concludes that Compliance & Disclosure Interpretation 528.04 no longer may be relied upon as a result of changes in applicable lawsIF THE ACCEPTANCE IS FOR LESS THAN ALL OF THE SHARES OFFERED, regulations, or interpretations of the SEC Division of Corporation Finance, or as a result of judicial interpretations not known by the Company or its counsel on the date hereof (either, a “Registration Trigger Event”), then the Company shall promptly, and in any event within five (5SUCH ACCEPTANCE SHALL BE CONTINGENT UPON ACCEPTANCE OF THE BALANCE OF THE SHARES PURSUANT TO SECTION 11(b)(II) Business Days following the request, provide written notice to Holder of such determination. As a condition to giving such notice, the parties shall negotiate in good faith a single demand registration right pursuant to an agreement in customary form reasonably acceptable to the parties; provided that notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 2 shall terminate on the fifth anniversary of the commencement of sales of the public offering. In the absence of such conclusion by counsel for the Company, the Company shall, upon such a request of Holder given no earlier than six months after the final closing of the Offering, instruct its transfer agent to permit the transfer of such shares in accordance with Compliance & Disclosure Interpretation 528.04, provided that Holder has provided such documentation as shall be reasonably be requested by the Company to establish compliance with the conditions of Compliance & Disclosure Interpretation 528.04. Notwithstanding anything to the contrary, pursuant to FINRA Rule 5110(g)(8)(A), the Holder shall not be entitled to more than one demand registration right hereunder and the duration of the registration rights hereunder shall not exceed five years from the commencement of sales of the public offeringHEREOF.

Resale of Common Stock. Holder and the Company acknowledge that as of the date hereof the Staff of the Division of Corporation Finance of the SEC has published Compliance & Disclosure Interpretation 528.04 in the Securities Act Rules section thereof, stating that the holder of securities issued in connection with a public offering may not rely upon Rule 144 promulgated under the Act to establish an exemption from registration requirements under Section 4(a)(1) under the Act, but may nonetheless apply Rule 144 constructively for the resale of such shares in the following manner: (a) provided that six months has elapsed since the last sale under the registration statement, an underwriter or finder may resell the securities in accordance with the provisions of Rule 144(c), (e), and (f), except for the notice requirement; (b) a purchaser of the shares from an underwriter receives restricted securities unless the sale is made with an appropriate, current prospectus, or unless the sale is made pursuant to the conditions contained in (a) above; (c) a purchaser of the shares from an underwriter who receives restricted securities may include the underwriter’s holding period, provided that the underwriter or finder is not an affiliate of the issuer; and (d) if an underwriter transfers the shares to its employees, the employees may tack the firm’s holding period for purposes of Rule 144(d), but they must aggregate sales of the distributed shares with those of other employees, as well as those of the underwriter or finder, for a six-month period from the date of the transfer to the employees. Holder and the Company also acknowledge that the Staff of the Division of Corporation Finance of the SEC has advised in various no-action letters that the holding period associated with securities issued without registration to a service provider commences upon the completion of the services, which the Company agrees and acknowledges shall be the final closing of the Offering, and that Rule 144(d)(3)(ii) provides that securities acquired from the issuer solely in exchange for other securities of the same issuer shall be deemed to have been acquired at the same time as the securities surrendered for conversion (which the Company agrees is the date of the initial issuance of this Purchase Warrant). In the event that following a reasonably-timed written request by Hxxxxx to transfer the shares of Common Stock in accordance with Compliance & Disclosure Interpretation 528.04 counsel for the Company in good faith concludes that Compliance & Disclosure Interpretation 528.04 no longer may be relied upon as a result of changes in applicable laws, regulations, or interpretations of the SEC Division of Corporation Finance, or as a result of judicial interpretations not known by the Company or its counsel on the date hereof (either, a “Registration Trigger Event”), then the Company shall promptly, and in any event within five (5) Business Days following the request, provide written notice to Holder of such determination. As a condition to giving such notice, the parties shall negotiate in good faith a single demand registration right pursuant to an agreement in customary form reasonably acceptable to the parties; provided that notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 2 shall terminate on the fifth anniversary of the commencement of sales of the public offering. In the absence of such conclusion by counsel for the Company, the Company shall, upon such a request of Holder given no earlier than six months after the final closing of the Offering, instruct its transfer agent to permit the transfer of such shares in accordance with Compliance & Disclosure Interpretation 528.04, provided that Holder has provided such documentation as shall be reasonably be requested by the Company to establish compliance with the conditions of Compliance & Disclosure Interpretation 528.04. Notwithstanding anything to the contrary, pursuant to FINRA Rule 5110(g)(8)(A5110(g)(8)(B) and (C), the Holder shall not be entitled to more than one demand registration right hereunder and the duration of the registration rights hereunder shall not exceed five years from the commencement of sales of the public offering.