Common use of Restriction on Shares Clause in Contracts

Restriction on Shares. The Corporation's obligation to issue or --------------------- deliver any certificate or certificates for shares of Stock under this option, and the transferability of shares acquired by the exercise of this option, shall be subject to all of the following conditions: (a) Any registration or other qualification of such shares under any state or federal law or regulation, or the maintaining in effect of any such registration or other qualification which the Corporation shall, in its absolute discretion upon the advice of counsel, deem necessary or advisable; (b) The obtaining of any other consent, approval, or permit from any state or federal governmental agency which the Corporation shall, in its absolute discretion upon the advice of counsel, determine to be necessary or advisable; and (c) Each stock certificate issued pursuant to a Stock Option shall bear the following legend and any legend deemed to be required by the Corporation under federal and state securities laws: "The transferability of this certificate and the shares of Stock represented hereby are subject to restrictions, terms and conditions contained in the Information Management Associates, Inc. 1991 Stock Option Plan and an Agreement between the registered owner of such Stock and Information Management Associates, Inc. A copy of the Plan and Agreement are on file in the office of the Secretary of Information Management Associates, Inc." (d) The Grantee shall agree to be bound by and the Stock issued to him shall be subject to, a certain amended and restated Shareholders Agreement dated October 29, 1991 among the shareholders of the Corporation and the Corporation, and any subsequent amendments to such Shareholders Agreement, and the Stock issued to the Grantee shall contain any legend required under said Shareholders Agreement.

Restriction on Shares. The Corporation's obligation to issue or --------------------- deliver any certificate or certificates for shares of Stock under this optionAgreement, and the transferability of shares of Stock acquired by the exercise of this optionthese Stock Options, shall be subject to all of the following conditions, which, by his execution of this Agreement, the Grantee acknowledges may affect the exercisability of these Stock Options and the transferability of any shares acquired upon exercise hereof: (a) Any registration or other qualification of such shares under any state or federal law or regulation, or the maintaining in effect of any such registration or other qualification which the Corporation Board shall, in its absolute discretion upon the advice of counsel, deem necessary or advisableadvisable provided that, the Corporation shall be under no obligation to -------- ---- register or qualify these Stock Options or the shares subject to these Stock Options; (b) The obtaining of any other consent, approval, or permit from any state or federal governmental agency which the Corporation Board shall, in its absolute discretion upon the advice of counsel, determine to be necessary or advisable; and; (c) Each stock certificate issued pursuant to a Stock Option this Agreement shall bear the following legend and any legend deemed to be required by such legends which the Corporation shall determine, in its absolute discretion, are necessary or advisable, or which in the opinion of counsel to the Corporation are required under applicable federal and or state securities laws: "The transferability of this certificate and the shares of Stock represented hereby are subject to restrictions, terms and conditions contained in the Information Management Associates, Inc. 1991 Stock Option Plan and an Agreement between the registered owner of such Stock and Information Management Associates, Inc. A copy of the Plan and Agreement are on file in the office of the Secretary of Information Management Associates, Inc."; and (d) The Grantee Corporation shall agree not be obligated to be bound by and issue or deliver any shares of Stock pursuant to this Agreement or the Stock issued exercise thereof if such issuance or delivery would, in the opinion of counsel to him shall be subject to, a certain amended and restated Shareholders Agreement dated October 29, 1991 among the shareholders of the Corporation and the Corporation, and be a violation of any subsequent amendments to such Shareholders Agreement, and the Stock issued to the Grantee shall contain any legend required under said Shareholders Agreementapplicable state or federal law or regulation.

Restriction on Shares. The Corporation's obligation to issue or --------------------- deliver any certificate or certificates for shares of Stock under this optionAgreement, and the transferability of shares of Stock acquired by the exercise of this optionthese options, shall be subject to all of the following conditions, which, by his execution of this Agreement, the Grantee acknowledges may affect the exercisablility of these options and the transferability of any shares acquired upon exercise hereof: (a) Any registration or other qualification of such shares under any state or federal law or regulation, or the maintaining in effect of any such registration or other qualification which the Corporation Board shall, in its absolute discretion upon the advice of counsel, deem necessary or advisableadvisable provided that, the Corporation shall be under no obligation to register or qualify these options or the shares subject to these options; (b) The obtaining of any other consent, approval, or permit from any state or federal governmental agency which the Corporation Board shall, in its absolute discretion upon the advice of counsel, determine to be necessary or advisable; and; (c) Each stock certificate issued pursuant to a Stock Option this Agreement shall bear the following legend and any legend deemed to be required by such legends which the Corporation shall determine, in its absolute discretion, are necessary or advisable, or which in the opinion of counsel to the Corporation are required under applicable federal and or state securities laws: "The transferability of this certificate and the shares of Stock represented hereby are subject to restrictions, terms and conditions contained in the Information Management Associates, Inc. 1991 Stock Option Plan and an Agreement between the registered owner of such Stock and Information Management Associates, Inc. A copy of the Plan and Agreement are on file in the office of the Secretary of Information Management Associates, Inc."; and (d) The Grantee Corporation shall agree not be obligated to be bound by and issue or deliver any shares of Stock pursuant to this Agreement or the Stock issued exercise thereof if such issuance or delivery would, in the opinion of counsel to him shall be subject to, a certain amended and restated Shareholders Agreement dated October 29, 1991 among the shareholders of the Corporation and the Corporation, and be a violation of any subsequent amendments to such Shareholders Agreement, and the Stock issued to the Grantee shall contain any legend required under said Shareholders Agreementapplicable state or federal law or regulation.

Restriction on Shares. The Corporation's obligation to issue or --------------------- deliver any certificate or certificates for shares of Stock under this optionAgreement, and the transferability of shares acquired by the exercise of this optionthese options, shall be subject to all of the following conditions: (a) Any any registration or other qualification of such shares under any state or federal law or regulation, or the maintaining in effect of any such registration or other qualification which the Corporation shall, in its absolute discretion upon the advice of counsel, deem necessary or advisableadvisable provided that, the Corporation shall have no obligation to register any securities of the Corporation issued to or held by the Grantee; (b) The the obtaining of any other consent, approval, or permit from any state or federal governmental agency which the Corporation shall, in its absolute discretion upon the advice of counsel, determine to be necessary or advisable; and; (c) Each each stock certificate issued pursuant to a Stock Option this Agreement shall bear the following legend legends and any other legend deemed to be required by the Corporation under federal and state securities laws: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or under state securities laws. The securities may not be sold, transferred, pledged or hypothecated unless such securities are registered under the Act or pursuant to an opinion of counsel acceptable to Information Management Associates, Inc. that such registration is not required"; and "The transferability of this certificate and the shares of Stock represented hereby are subject to restrictions, terms and conditions contained in the Amended and Restated Information Management Associates, Inc. 1991 Stock Option Plan and an Agreement between the registered owner of such Stock and Information Management Associates, Inc. A copy of the Plan and Agreement are on file in the office of the Secretary of Information Management Associates, Inc." (d) The Grantee shall agree to be bound by and the Stock issued to him shall be subject to, a certain amended and restated Shareholders Agreement dated October 29, 1991 among the shareholders of the Corporation and the Corporation, and any subsequent amendments to such Shareholders Agreement, and the Stock issued to the Grantee shall contain any legend required under said Shareholders Agreement.