Common use of Restrictions on Issuance of Shares Clause in Contracts

Restrictions on Issuance of Shares. (a) Notwithstanding the provisions of Section 2 hereof, the Corporation may delay the issuance of shares covered by the exercise of the option granted hereby and the delivery of a certificate for such shares until (i) one of the following conditions shall be satisfied: (A) the shares with respect to which the option granted hereby has been exercised are at the time of the issuance of such shares effectively registered under the Securities Act of 1933 as now in force or hereafter amended; or (B) a no-action letter in respect to the issuance of such shares shall have been obtained by the Corporation from the Securities and Exchange Commission; or (C) counsel for the Corporation shall have given an opinion, which opinion shall not be unreasonably conditioned or withheld, that such shares are exempt from registration under the Securities Act of 1933 as now in force or hereafter amended; and (ii) one of the following conditions shall be satisfied: (A) approval shall have been obtained from such federal and state governmental agencies, other than the Securities and Exchange Commission, as may be required under any applicable law, rule or regulation; or (B) counsel for the Corporation shall have given an opinion, which opinion shall not be unreasonably conditioned or withheld, that no such approval is required. (b) It is intended that all exercises of the option granted hereby shall be effective, and the Corporation shall use its best efforts to bring about compliance with the above conditions within a reasonable time, except that the Corporation shall be under no obligation to cause a registration statement or a post-effective amendment to any registration statement to be prepared at its expense or to comply with Regulation A or any other exemption under the Securities Act of 1933 as now in force or hereafter amended, solely for the purpose of covering the issuance of shares in respect of which the option granted hereby may be exercised. Therefore, the Optionee shall not be entitled to any rights in any shares of Common Stock to be issued under the option granted hereby until delivery of a certificate therefor by the Corporation.

Restrictions on Issuance of Shares. (a) Notwithstanding The Optionee hereby agrees that if a registration statement covering the provisions of Section 2 hereof, the Corporation may delay the issuance of shares covered by the issuable upon exercise of the any option granted hereby and the delivery of a certificate for such shares until (i) one of the following conditions shall be satisfied: (A) the shares with respect to which the option granted hereby has been exercised are at the time of the issuance of such shares effectively registered hereunder is not effective under the Securities Act of 1933 1933, as now in force amended (the “Securities Act”) and applicable state securities and blue sky laws (the “State Acts”) at the time of such exercise, or hereafter amended; or (B) if such exemption from the registration provisions of the Securities Act or applicable State Acts is not available, then all Shares of Common Stock then received or purchased upon such exercise shall be acquired for investment, and that the notice of exercise delivered to the Company shall be accompanied by a no-action written investment letter in respect a form satisfactory to the issuance of such shares shall have been obtained Company and its counsel signed by the Corporation from Optionee or his or her legal and personal representative, heirs or distributees, as the case may be, to the effect that the Shares are being acquired in good faith for investment only, and not with a view to any distribution thereof. Any shares so acquired may be deemed “restricted securities” under Rule 144 of the Securities and Exchange Commission; or (C) counsel for the Corporation shall have given an opinion, which opinion shall not be unreasonably conditioned or withheld, that such shares are exempt from registration Commission as promulgated under the Securities Act Act, as the same may be amended or replaced, and subject to restrictions upon sale or other dispositions. Such shares shall also be restricted by applicable State Acts. The Optionee hereby agrees that if at any time, the Company’s Board of 1933 as now Directors determines in force its discretion, that listing, registration or hereafter amended; and (ii) one qualification of the following conditions shall Shares covered by the Option upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition to the exercise of the Option, the Option may not be satisfied: (A) exercised in whole or in part unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained from such federal and state governmental agencies, other than free of any conditions not acceptable to the Securities and Exchange Commission, as may be required under any applicable law, rule or regulation; or (B) counsel for the Corporation shall have given an opinion, which opinion shall not be unreasonably conditioned or withheld, that no such approval is required. (b) It is intended that all exercises Board of Directors of the option granted hereby shall be effective, and the Corporation shall use its best efforts to bring about compliance with the above conditions within a reasonable time, except that the Corporation shall be under no obligation to cause a registration statement or a post-effective amendment to any registration statement to be prepared at its expense or to comply with Regulation A or any other exemption under the Securities Act of 1933 as now in force or hereafter amended, solely for the purpose of covering the issuance of shares in respect of which the option granted hereby may be exercised. Therefore, the Optionee shall not be entitled to any rights in any shares of Common Stock to be issued under the option granted hereby until delivery of a certificate therefor by the CorporationCompany.

Restrictions on Issuance of Shares. (a) Notwithstanding The Optionee hereby agrees for himself and his legal and personal representatives, heirs and distributees, that if a registration statement covering the provisions of Section 2 hereof, the Corporation may delay the issuance of shares covered by the issuable upon exercise of the any option granted hereby and the delivery of a certificate for such shares until (i) one of the following conditions shall be satisfied: (A) the shares with respect to which the option granted hereby has been exercised are at the time of the issuance of such shares effectively registered hereunder is not effective under the Securities Act of 1933 1933, as now in force amended (the “Securities Act”) and applicable state securities and blue sky laws (the “State Acts”) at the time of such exercise, or hereafter amended; or (B) if such exemption from the registration provisions of the Securities Act or applicable State Acts is not available, then all Shares of Common Stock then received or purchased upon such exercise shall be acquired for investment, and that the notice of exercise delivered to the Company shall be accompanied by a no-action written investment letter in respect a form satisfactory to the issuance of such shares shall have been obtained Company and its counsel signed by the Corporation from Optionee or his legal and personal representative, heirs or distributees, as the case may be, to the effect that the Shares are being acquired in good faith for investment only, and not with a view to any distribution thereof. Any shares so acquired may be deemed “restricted securities” under Rule 144 of the Securities and Exchange Commission; or (C) counsel for the Corporation shall have given an opinion, which opinion shall not be unreasonably conditioned or withheld, that such shares are exempt from registration Commission as promulgated under the Securities Act Act, as the same may be amended or replaced, and subject to restrictions upon sale or other dispositions. Such shares shall also be restricted by applicable State Acts. The Optionee hereby agrees for himself and his legal and personal representatives, heirs and distributees, that if at any time, the Company’s Board of 1933 as now Directors determines in force its discretion, that listing, registration or hereafter amended; and (ii) one qualification of the following conditions shall Shares covered by the Option upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition to the exercise of the Option, the Option may not be satisfied: (A) exercised in whole or in part unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained from such federal and state governmental agencies, other than free of any conditions not acceptable to the Securities and Exchange Commission, as may be required under any applicable law, rule or regulation; or (B) counsel for the Corporation shall have given an opinion, which opinion shall not be unreasonably conditioned or withheld, that no such approval is required. (b) It is intended that all exercises Board of Directors of the option granted hereby shall be effective, and the Corporation shall use its best efforts to bring about compliance with the above conditions within a reasonable time, except that the Corporation shall be under no obligation to cause a registration statement or a post-effective amendment to any registration statement to be prepared at its expense or to comply with Regulation A or any other exemption under the Securities Act of 1933 as now in force or hereafter amended, solely for the purpose of covering the issuance of shares in respect of which the option granted hereby may be exercised. Therefore, the Optionee shall not be entitled to any rights in any shares of Common Stock to be issued under the option granted hereby until delivery of a certificate therefor by the CorporationCompany.