Common use of Restrictions on Option and Shares Clause in Contracts

Restrictions on Option and Shares. The Company may impose such restrictions on the Option, the Shares and/or any other benefits underlying the Option as it may deem advisable, including without limitation restrictions under the federal securities laws, the requirements of any stock exchange or similar organization and any blue sky, state or foreign securities laws applicable to such securities. Notwithstanding any other provision in the Plan or the Agreement to the contrary, the Company shall not be obligated to issue, deliver or transfer Shares of Common Stock, make any other distribution of benefits, or take any other action, unless such delivery, distribution or action is in compliance with all Applicable Laws (including but not limited to the requirements of the Securities Act). The Company will be under no obligation to register Shares of Common Stock or other securities with the Securities and Exchange Commission or to effect compliance with the exemption, registration, qualification or listing requirements of any state or foreign securities laws, stock exchange or similar organization, and the Company will have no liability for any inability or failure to do so. The Company may cause a restrictive legend or legends to be placed on any certificate for Shares issued pursuant to the exercise of the Option in such form as may be prescribed from time to time by Applicable Laws or as may be advised by legal counsel. Further, the Committee may suspend the right to exercise the Option or dispose of Shares of Common Stock at any time when the Committee determines that allowing issuance of Common Stock (or distribution of other benefits) would violate any federal or state securities laws, and the Committee may provide in its discretion that any time periods to exercise the Option are tolled during a period of suspension.

Appears in 3 contracts

Samples: Nonqualified Stock Option Agreement (Charles & Colvard LTD), Incentive Stock Option Agreement (Charles & Colvard LTD), Nonqualified Stock Option Agreement (Charles & Colvard LTD)

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Restrictions on Option and Shares. The Company Corporation may impose such restrictions on the Option, the Shares and/or and any other benefits underlying the Option as it may deem advisable, including without limitation restrictions under the federal securities laws, the requirements of any stock exchange or similar organization and any blue sky, state or foreign securities laws applicable to such securitiesOption or Shares. Notwithstanding any other provision in the Plan or the Agreement to the contrary, the Company Corporation shall not be obligated to issue, deliver or transfer Shares shares of Common Stock, make any other distribution of benefits, or to take any other action, unless such delivery, distribution or action is in compliance with all Applicable Laws Law (including but not limited to the requirements of the Securities Act). The Company Corporation will be under no obligation to register the Shares of Common Stock or other securities with the Securities and Exchange Commission (the “SEC”) or to effect compliance with the exemption, registration, qualification or listing requirements of any state or foreign securities laws, stock exchange or similar organization, and the Company Corporation will have no liability for any inability or failure to do so. As a condition to the exercise of the Option, the Corporation may require the Executive or other person exercising the Option to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribution such Shares, if, in the opinion of legal counsel for the Corporation, such a representation is required. The Company Corporation may cause a restrictive legend or legends to be placed on any certificate for Shares issued pursuant to the exercise of the Option in such form as may be prescribed from time to time by Applicable Laws Law or as may be advised by legal counsel. Further, the Committee may suspend the right to exercise the Option or dispose of Shares of Common Stock at any time when the Committee determines that allowing issuance of Common Stock (or distribution of other benefits) would violate any federal or state securities laws, and the Committee may provide in its discretion that any time periods to exercise the Option are tolled during a period of suspension.

Appears in 2 contracts

Samples: Nonqualified Stock Option Agreement (Targacept Inc), Employment Agreement (Targacept Inc)

Restrictions on Option and Shares. The Company Corporation may impose such restrictions on the Option, the Shares and/or any other benefits underlying the Option as it may deem advisable, including without limitation restrictions under the federal securities laws, the requirements of any stock exchange or similar organization and any blue sky, state or foreign securities laws applicable to such securities. Notwithstanding any other provision in the Plan or the Agreement to the contrary, the Company Corporation shall not be obligated to issue, deliver or transfer Shares shares of Common Stock, make any other distribution of benefits, or take any other action, unless such delivery, distribution or action is in compliance with all Applicable Laws Laws, (including but not limited to the requirements of the Securities Act). The Company Corporation will be under no obligation to register Shares shares of Common Stock or other securities with the Securities and Exchange Commission or to effect compliance with the exemption, registration, qualification or listing requirements of any state or foreign securities laws, stock exchange or similar organization, and the Company Corporation will have no liability for any inability or failure to do so. The Company Corporation may cause a restrictive legend or legends to be placed on any certificate for Shares issued pursuant to the exercise of the Option in such form as may be prescribed from time to time by Applicable Laws or as may be advised by legal counsel. Further, the Committee Administrator may suspend the right to exercise the Option or dispose of Shares shares of Common Stock at any time when the Committee Administrator determines that allowing issuance of Common Stock (or distribution of other benefits) would violate any federal or state securities laws, and the Committee Administrator may provide in its discretion that any time periods to exercise the Option are tolled during a period of suspension.

Appears in 2 contracts

Samples: Stock Option Agreement (Charles & Colvard LTD), Stock Option Agreement (Charles & Colvard LTD)

Restrictions on Option and Shares. The Company Corporation may impose such restrictions on the Option, the Shares and/or any other benefits underlying the Option as it may deem advisable, including without limitation restrictions under the federal securities laws, the requirements of any stock exchange or similar organization and any blue sky, state or foreign securities laws applicable to such securities. Notwithstanding any other provision in the Plan or the Agreement to the contrary, the Company Corporation shall not be obligated to issue, deliver or transfer Shares shares of Common Stock, make any other distribution of benefits, or take any other action, unless such delivery, distribution or action is in compliance with all Applicable Laws (including but not limited to the requirements of the Securities Act). The Company Corporation will be under no obligation to register Shares shares of Common Stock or other securities with the Securities and Exchange Commission or to effect compliance with the exemption, registration, qualification or listing requirements of any state or foreign securities laws, stock exchange or similar organization, and the Company Corporation will have no liability for any inability or failure to do so. The Company Corporation may cause a restrictive legend or legends to be placed on any certificate for Shares issued pursuant to the exercise of the Option in such form as may be prescribed from time to time by Applicable Laws or as may be advised by legal counsel. Further, the Committee Administrator may suspend the right to exercise the Option or dispose of Shares shares of Common Stock at any time when the Committee Administrator determines that allowing issuance of Common Stock (or distribution of other benefits) would violate any federal or state securities laws, and the Committee Administrator may provide in its discretion that any time periods to exercise the Option are tolled during a period of suspension.

Appears in 1 contract

Samples: Stock Option Agreement (Charles & Colvard LTD)

Restrictions on Option and Shares. The Company may impose such restrictions on the Option, the Shares and/or any other benefits underlying the Option as it may deem advisable, including without limitation restrictions under the federal securities laws, the requirements of any stock exchange or similar organization and any blue sky, state or foreign securities laws applicable to such securities. Notwithstanding any other provision in the Plan or the Agreement to the contrary, the Company shall not be obligated to issue, deliver or transfer Shares of Common Stock, make any other distribution of benefits, or take any other action, unless such delivery, distribution or action is in compliance with all Applicable Laws Laws, (including but not limited to the requirements of the Securities Act). The Company will be under no obligation to register Shares of Common Stock or other securities with the Securities and Exchange Commission or to effect compliance with the exemption, registration, qualification or listing requirements of any state or foreign securities laws, stock exchange or similar organization, and the Company will have no liability for any inability or failure to do so. The Company may cause a restrictive legend or legends to be placed on any certificate for Shares issued pursuant to the exercise of the Option in such form as may be prescribed from time to time by Applicable Laws or as may be advised by legal counsel. Further, the Committee may suspend the right to exercise the Option or dispose of Shares of Common Stock at any time when the Committee determines that allowing issuance of Common Stock (or distribution of other benefits) would violate any federal or state securities laws, and the Committee may provide in its discretion that any time periods to exercise the Option are tolled during a period of suspension.

Appears in 1 contract

Samples: Agreement (Charles & Colvard LTD)

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Restrictions on Option and Shares. The Company Corporation may impose such restrictions on the Option, the Shares and/or any other benefits underlying the Option as it may deem advisable, including without limitation restrictions under the federal securities laws, the requirements of any stock exchange or similar organization and any blue sky, state or foreign securities laws applicable to such securities. Notwithstanding any other provision in the Plan or the Agreement to the contrary, the Company Corporation shall not be obligated to issue, deliver or transfer Shares shares of Common Stock, make any other distribution of benefits, or take any other action, unless such delivery, distribution or action is in compliance with all Applicable Laws (including but not limited to the requirements of the Securities Act). The Company Corporation will be under no obligation to register Shares shares of Common Stock or other securities with the Securities and Exchange Commission or to effect compliance with the exemption, registration, qualification or listing requirements of any state or foreign securities laws, stock exchange or similar organization, and the Company Corporation will have no liability for any inability or failure to do so. The Company Corporation may cause a restrictive legend or legends to be placed on any certificate for Shares issued pursuant to the exercise of the Option in such form as may be prescribed from time to time by Applicable Laws or as may be advised by legal counsel. Further, the Committee Administrator may suspend the right to exercise the Option or dispose of Shares shares of Common Stock at any time when the Committee Administrator determines that allowing issuance of Common Stock (or distribution of other benefits) would violate any federal or state securities laws, and the Committee Administrator may provide in its discretion that any time periods to exercise the Option are tolled during a period of suspension.

Appears in 1 contract

Samples: Employee Incentive Stock Option Agreement (Charles & Colvard LTD)

Restrictions on Option and Shares. The Company Corporation may impose such restrictions on the Option, the Shares and/or any other benefits underlying the Option as it may deem advisable, including without limitation restrictions under the federal securities laws, the requirements of any stock exchange or similar organization and any blue sky, state or foreign securities laws applicable to such securities. Notwithstanding any other provision in the Plan or the Agreement to the contrary, the Company Corporation shall not be obligated to issue, deliver or transfer Shares shares of Common Stock, make any other distribution of benefits, or take any other action, unless such delivery, distribution or action is in compliance with all Applicable Laws (including but not limited to the requirements of the Securities Act). The Company Corporation will be under no obligation to register Shares shares of Common Stock or other securities with the Securities and Exchange Commission or to effect compliance with the exemption, registration, qualification or listing requirements of any state or foreign securities laws, stock exchange or similar organization, and the Company Corporation will have no liability for any inability or failure to do so. The Company Corporation may cause a restrictive legend or legends to be placed on any certificate for Shares issued pursuant to the exercise of the Option in such form as may be prescribed from time to time by Applicable Laws or as may be advised by legal counsel. Further, the Committee Administrator may suspend the right to exercise the Option or dispose of Shares shares of Common Stock at any time when the Committee Administrator determines that allowing issuance of Common Stock (or distribution of other benefits) would violate any federal or state securities laws, and the Committee Administrator may provide in its discretion that any time periods to exercise the Option are tolled during a period of suspension.

Appears in 1 contract

Samples: Stock Option Agreement (Charles & Colvard LTD)

Restrictions on Option and Shares. The Company Corporation may impose such restrictions on the Option, the Shares and/or any other benefits underlying the Option as it may deem advisable, including including, without limitation limitation, restrictions under the federal securities laws, the requirements of any stock exchange or similar organization and any blue sky, state or foreign securities laws applicable to such securities. Notwithstanding any other provision in the Plan or the Agreement to the contrary, the Company Corporation shall not be obligated to issue, deliver or transfer Shares shares of Common Stock, make any other distribution of benefits, or take any other action, unless such delivery, distribution or action is in compliance with all Applicable Laws (including but not limited to the requirements of the Securities Act). The Company Corporation will be under no obligation to register Shares shares of Common Stock or other securities with the Securities and Exchange Commission or to effect compliance with the exemption, registration, qualification or listing requirements of any state or foreign securities laws, stock exchange or similar organization, and the Company Corporation will have no liability for any inability or failure to do so. The Company Corporation may cause a restrictive legend or legends to be placed on any certificate for Shares issued pursuant to the exercise of the Option in such form as may be prescribed from time to time by Applicable Laws or as may be advised by legal counsel. Further, the Committee Administrator may suspend the right to exercise the Option or dispose of Shares shares of Common Stock at any time when the Committee Administrator determines that allowing issuance of Common Stock (or distribution of other benefits) would violate any federal or state securities laws, and the Committee Administrator may provide in its discretion that any time periods to exercise the Option are tolled during a period of suspension.

Appears in 1 contract

Samples: Stock Option Agreement (Charles & Colvard LTD)

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