RESTRICTIONS ON PURCHASED SHARES. Optionee shall not sell, transfer (with or without consideration), assign, pledge, hypothecate or otherwise dispose of (collectively, "Transfer") any of the Purchased Shares unless and until ALL of the following have occurred: (a) The Purchased Shares are disposed of pursuant to and in conformity with an effective registration statement filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Act"), or the proposed disposition will not result in a violation of the securities laws of any state of the United States; and (b) If requested by the Company, Optionee shall, prior to the transfer of such Purchased Shares, deliver to the Company a written opinion of counsel, satisfactory to the Company and its counsel, that the proposed disposition will comply with the requirements set forth in clause (a) above, in which case, the Company shall bear all reasonable costs of such counsel in preparing such opinion. Any attempted Transfer which is not in full compliance with this Paragraph 5 shall be null and void AB INITIO, and of no force or effect.
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Samples: Stock Option Agreement (Biosource International Inc), Stock Option Agreement (Biosource International Inc), Stock Option Agreement (Biosource International Inc)
RESTRICTIONS ON PURCHASED SHARES. Optionee shall not sell, transfer (with or without consideration), assign, pledge, hypothecate or otherwise dispose of (collectively, "Transfer") any of the Purchased Shares unless and until ALL all of the following have occurred:
(a) The Purchased Shares are disposed of pursuant to and in conformity with an effective registration statement filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Act"), or the proposed disposition will not result in a violation of the securities laws of any state of the United States; and
(b) If requested by the Company, Optionee shall, prior to the transfer of such Purchased Shares, deliver to the Company a written opinion of counsel, satisfactory to the Company and its counsel, that the proposed disposition will comply with the 3 requirements set forth in clause (a) above, in which case, the Company shall bear all reasonable costs of such counsel in preparing such opinion. Any attempted Transfer which is not in full compliance with this Paragraph 5 shall be null and void AB INITIOab initio, and of no force or effect.
Appears in 1 contract
RESTRICTIONS ON PURCHASED SHARES. Optionee shall not sell, transfer (with or without consideration), assign, pledge, hypothecate or otherwise dispose of (collectively, "TransferTRANSFER") any of the Purchased Shares unless and until ALL all of the following have occurred:
(a) The Purchased Shares are disposed of pursuant to and in conformity with an effective registration statement filed with the Securities and Exchange Commission (the "CommissionCOMMISSION") pursuant to the Securities Act of 1933, as amended (the "ActACT"), or the proposed disposition will not result in a violation of the securities laws of any state of the United States; and
(b) If requested by the Company, Optionee shall, prior to the transfer of such Purchased Shares, deliver to the Company a written opinion of counsel, satisfactory to the Company and its counsel, that the proposed disposition will comply with the requirements set forth in clause (a) above, in which case, the Company shall bear all reasonable costs of such counsel in preparing such opinion. Any attempted Transfer which is not in full compliance with this Paragraph 5 shall be null and void AB INITIOab initio, and of no force or effect.
Appears in 1 contract
Samples: Stock Option Agreement (Biosource International Inc)
RESTRICTIONS ON PURCHASED SHARES. Optionee shall not sell, transfer (with or without consideration), assign, pledge, hypothecate or otherwise dispose of (collectively, "Transfer") any of the Purchased Shares unless and until ALL all of the following have occurred:
(a) a. The Purchased Shares are disposed of pursuant to and in conformity with an effective registration statement filed with the Securities and Exchange Commission ({the "Commission") pursuant to the Securities Act of 1933, as amended (the "Act"), or the proposed disposition will not result in a violation of the securities laws of any state of the United States; and
(b) b. If requested by the Company, Optionee shall, prior to the transfer of such Purchased Shares, deliver to the Company a written opinion of counsel, satisfactory to the Company and its counsel, that the proposed disposition will comply with the requirements set forth in clause (a) above, in which case, the Company shall bear all reasonable costs of such counsel in preparing such opinion. Any attempted Transfer which is not in full compliance with this Paragraph 5 shall be null and void AB INITIO, and of no force or effect.
Appears in 1 contract
Samples: Stock Option Agreement (Biosource International Inc)
RESTRICTIONS ON PURCHASED SHARES. Optionee shall not sell, transfer (with or without consideration), assign, pledge, hypothecate or otherwise dispose of (collectively, "Transfer") " any of the Purchased Shares unless and until ALL of the following events shall have occurred:
(a) The a. the Purchased Shares are disposed of pursuant to and in conformity with an effective registration statement filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Act"), or the proposed disposition will not result in a violation of the securities laws of any state of the United States; and
(b) b. If requested by the Company, Optionee shall, prior to the transfer of such Purchased Shares, deliver to the Company a written opinion of counsel, satisfactory to the Company and its counsel, that the proposed disposition will comply with the requirements set forth in clause (a) above, in which case, the Company shall bear all reasonable costs of such counsel in preparing such opinion. Any attempted Transfer which is not in full compliance with this Paragraph 5 shall be null and void AB INITIO, and of no force or effect.
Appears in 1 contract
Samples: Stock Option Agreement (Biosource International Inc)