Common use of Restrictions on Issue of Shares Clause in Contracts

Restrictions on Issue of Shares. (a) Notwithstanding the provisions of Section 3 hereof, the Company may delay the issuance of Shares covered by the exercise of the Option until one of the following conditions shall be satisfied: (i) The Shares with respect to which the Option has been exercised are at the time of the issuance of such Shares effectively registered under applicable federal and state securities acts, as now in force or hereafter amended; or (ii) Counsel for the Company shall have given an opinion, which opinion shall not be unreasonably conditioned or withheld, that the issuance of such Shares is exempt from registration under applicable federal and state securities acts, as now in force or hereafter amended. (b) In the event that for any reason the Shares to be issued upon exercise of the Option shall not be effectively registered under the Securities Act of 1933 (the “1933 Act”), upon any date on which the Option is exercised in whole or in part, the Company shall be under no further obligation to issue Shares covered by the Option, unless the person exercising the Option shall give a written representation to the Company that such person is acquiring the Shares issued to him or her pursuant to such exercise of the Option for investment and not with a view to, or for sale in connection with, the distribution of any such Shares, and that he or she will make no transfer of the same except in compliance with the 1933 Act and the rules and regulations promulgated thereunder and then in force, and in such event, the Company may place an “investment legend”, so-called, upon any certificate for the Shares which may be issued by reason of such exercise.

Restrictions on Issue of Shares. (a) 6.1 Notwithstanding the provisions of Section 3 hereof, the Company may delay the issuance of Shares covered by the exercise of the Option and the delivery of a certificate for such Shares until one of the following conditions shall be satisfied: (i) 6.1.1 The Shares with respect to which the Option such option has been exercised are are, at the time of the issuance issue of such Shares shares, effectively registered under applicable federal and state securities acts, as acts now in force or hereafter amended; or (ii) 6.1.2 Counsel for the Company shall have given an opinion, which opinion shall not be unreasonably conditioned or withheld, that the issuance of such Shares is are exempt from registration under applicable federal and state securities acts, as now in force or hereafter amended. (b) 6.2 In the event that for any reason the Shares to be issued upon exercise of the Option shall not be effectively registered under the Securities Act of 1933 (the “1933 Act”), upon any date on which the Option is exercised in whole or in part, the Company shall be under no further obligation to issue Shares covered by the Option, unless the person exercising the Option shall give a written representation to the Company Company, substantially in the form attached hereto as Exhibit 1, that such person is acquiring the Shares issued to him or her pursuant to such exercise of the Option for investment and not with a view to, or for sale in connection with, the distribution of any such Shares, and that he or she will make no transfer of the same except in compliance with the 1933 Act and the rules and regulations promulgated thereunder and then in force, and in such event, the Company may place an “investment legend”, so-so called, upon any certificate for the Shares which may be issued by reason of such exercise.

Restrictions on Issue of Shares. (a) Notwithstanding the provisions of Section 3 hereof, the Company may delay the issuance of Shares covered by the exercise of the Option until one of the following conditions shall be satisfied: (i) The Shares with respect to which the Option has been exercised are at the time of the issuance of such Shares effectively registered under applicable federal and state securities acts, as now in force or hereafter amended; or (ii) Counsel for the Company shall have given an opinion, which opinion shall not be unreasonably conditioned or withheld, that the issuance of such Shares is exempt from registration under applicable federal and state securities acts, as now in force or hereafter amended. (b) In the event that for any reason the Shares to be issued upon exercise of the Option shall not be effectively registered under the Securities Act of 1933 (the “"1933 Act”"), upon any date on which the Option is exercised in whole or in part, the Company shall be under no further obligation to issue Shares covered by the Option, unless the person exercising the Option shall give a written representation to the Company that such person is acquiring the Shares issued to him or her pursuant to such exercise of the Option for investment and not with a view to, or for sale in connection with, the distribution of any such Shares, and that he or she will make no transfer of the same except in compliance with the 1933 Act and the rules and regulations promulgated thereunder and then in force, and in such event, the Company may place an “"investment legend”", so-called, upon any certificate for the Shares which may be issued by reason of such exercise.

Restrictions on Issue of Shares. (a) Notwithstanding the provisions of Section paragraph 3 hereof, the Company may delay the issuance of Shares covered by the exercise of the Option and the delivery of a certificate for such Shares until one of the following conditions shall be satisfied: (i) The Shares with respect to which the Option such option has been exercised are at the time of the issuance issue of such Shares shares effectively registered under applicable federal and state securities acts, as acts now in force or hereafter amended; or (ii) Counsel for the Company shall have given an opinionoption, which opinion shall not be unreasonably conditioned or withheld, that the issuance of such Shares is are exempt from registration under applicable federal and state securities acts, as now in force or hereafter amended. (b) In the event that for any reason the Shares to be issued upon exercise of the Option shall not be effectively registered under the Securities Act of 1933 (the “"1933 Act”"), upon any date on which the Option is exercised in whole or in part, the Company shall be under no further obligation to issue Shares covered by the Option, unless the person exercising the Option shall give a written representation to the Company Company, substantially in the form attached hereto as Exhibit 1, that such person is acquiring the Shares issued to him or her pursuant to such exercise of the Option for investment and not with a view to, or for sale in connection with, the distribution of any such Shares, and that he or she will make no transfer of the same except in compliance with the 1933 Act and the rules and regulations promulgated thereunder and then in force, and in such event, the Company may place an “"investment legend”, ," so-called, upon any certificate for the Shares which may be issued by reason of such exercise.

Restrictions on Issue of Shares. (a) 6.1 Notwithstanding the provisions of Section 3 hereof, the Company may delay the issuance of Shares covered by the exercise of the Option and the delivery of a certificate for such Shares until one of the following conditions shall be satisfied: (i) 6.1.1 The Shares with respect to which the Option such option has been exercised are are, at the time of the issuance issue of such Shares shares, effectively registered under applicable federal and state securities acts, as acts now in force or hereafter amended; or (ii) 6.1.2 Counsel for the Company shall have given an opinion, which opinion shall not be unreasonably conditioned or withheld, that the issuance of such Shares is are exempt from registration under applicable federal and state securities acts, as now in force or hereafter amended. (b) 6.2 In the event that for any reason the Shares to be issued upon exercise of the Option shall not be effectively registered under the Securities Act of 1933 (the “"1933 Act”"), upon any date on which the Option is exercised in whole or in part, the Company shall be under no further obligation to issue Shares covered by the Option, unless the person exercising the Option shall give a written representation to the Company Company, substantially in the form attached hereto as Exhibit 1, that such person is acquiring the Shares issued to him or her pursuant to such exercise of the Option for investment and not with a view to, or for sale in connection with, the distribution of any such Shares, and that he or she will make no transfer of the same except in compliance with the 1933 Act and the rules and regulations promulgated thereunder and then in force, and in such event, the Company may place an “"investment legend”", so-so called, upon any certificate for the Shares which may be issued by reason of such exercise.

Restrictions on Issue of Shares. (a) Notwithstanding the provisions of Section paragraph 3 hereof, the Company may delay the issuance of Shares covered by the exercise of the Option and the delivery of a certificate for such Shares until one of the following conditions shall be satisfied: (i) The Shares with respect to which the Option such option has been exercised are at the time of the issuance issue of such Shares shares effectively registered under applicable federal and state securities acts, as acts now in force or he or hereafter amended; or (ii) Counsel for the Company shall have given an opinion, which opinion shall not be unreasonably conditioned or withheld, that the issuance of such Shares is are exempt from registration under applicable federal and state securities acts, as now in force or hereafter amended. (b) In the event that for any reason the Shares to be issued upon exercise of the Option shall not be effectively registered under the Securities Act of 1933 (the “"1933 Act”"), upon any date on which the Option is exercised in whole or in part, the Company shall be under no further obligation to issue Shares covered by the Option, unless the person exercising the Option shall give a written representation to the Company that such person is acquiring the Shares issued to him or her pursuant to such exercise of the Option for investment and not with a view to, or for sale in connection with, the distribution of any such Shares, and that he or she will make no transfer of the same except in compliance with the 1933 Act and the rules and regulations promulgated thereunder and then in force, and in such event, the Company may place an “"investment legend”", so-called, upon any certificate for the Shares which may be issued by reason of such exercise.

Restrictions on Issue of Shares. (a) Notwithstanding the provisions of Section paragraph 3 hereof, the Company may delay the issuance of Shares covered by the exercise of the Option and the delivery of a certificate for such Shares until one of the following conditions shall be satisfied: (i) The Shares with respect to which the Option such option has been exercised are at the time of the issuance issue of such Shares shares effectively registered under applicable federal and state securities acts, as acts now in force or hereafter amended; or (ii) Counsel for the Company shall have given an opinion, which opinion shall not be unreasonably conditioned or withheld, that the issuance of such Shares is are exempt from registration under applicable federal and state securities acts, as now in force or hereafter amended. (b) In the event that for any reason the Shares to be issued upon exercise of the Option shall not be effectively registered under the Securities Act of 1933 (the “"1933 Act”"), upon any date on which the Option is exercised in whole or in part, the Company shall be under no further obligation to issue Shares covered by the Option, unless the person exercising the Option shall give a written representation to the Company Company, substantially in the form attached hereto as EXHIBIT 1, that such person is acquiring the Shares issued to him or her pursuant to such exercise of the Option for investment and not with a view to, or for sale in connection with, the distribution of any such Shares, and that he or she will make no transfer of the same except in compliance with the 1933 Act and the rules and regulations promulgated thereunder and then in force, and in such event, the Company may place an “"investment legend”", so-called, upon any certificate for the Shares which may be issued by reason of such exercise.