Common use of RESTRICTIONS ON PURCHASED SHARES Clause in Contracts

RESTRICTIONS ON PURCHASED SHARES. None of the Purchased Shares shall be transferred (with or without consideration), sold, offered for sale, assigned, pledged, hypothecated or otherwise disposed of (each a "Transfer") and the Company shall not be required to register any such Transfer and the Company may instruct its transfer agent not to register any such Transfer, unless and until all of the following events shall have occurred: (a) the Purchased Shares are Transferred pursuant to and in conformity with (i) (x) a registration statement filed with, and declared effective by, the SEC pursuant to the Act or (y) an exemption from the registration requirements of the Act; and (ii) the securities laws of any state of the United States; and (b) Grantee has, prior to the Transfer of such Purchased Shares, and if requested by the Company, provided all relevant information to Company's counsel so that upon Company's request, the Company's counsel is able to, and actually prepares and delivers to the Company a written opinion that the proposed Transfer (i) is pursuant to a registration statement which has been filed with the SEC and is then effective, or (ii) is exempt from the registration requirements of the Act as then in effect, and the Rules and Regulations of the SEC thereunder. The Company shall bear all reasonable costs of preparing such opinion. Any attempted Transfer which is not in full compliance with this Section 6 shall be null and void ab initio, and of no force and effect.

RESTRICTIONS ON PURCHASED SHARES. None of the Purchased Shares shall be transferred (with or without consideration), sold, offered for sale, assigned, pledged, hypothecated or otherwise disposed of (each a "Transfer") and the Company shall not be required to register any such Transfer and the Company may instruct its transfer agent not to register any such Transfer, unless and until all of the following events shall have occurred: (a) the Purchased Shares are Transferred pursuant to and in conformity with (i) (x) a an effective registration statement filed with, with the Securities and declared effective by, Exchange Commission (the SEC "Commission") pursuant to the Securities Act or of 1933, as amended (the "Act"), and (y) an exemption from the registration requirements of under the Act; and (ii) the securities laws of any state of the United States; and (b) Grantee Option Holder has, prior to the Transfer of such Purchased Shares, and if requested by the Company, provided all relevant information to Company's counsel so that upon Company's request, the Company's counsel is able to, and actually prepares and delivers to the Company a written opinion that the proposed Transfer (i) (x) is pursuant to a registration statement which has been filed with the SEC Commission and is then effective, or (iiy) is exempt from the registration requirements of under the Act as then in effect, and the Rules and Regulations of the SEC Commission thereunder; and (ii) is either qualified or registered under any applicable state securities laws, or exempt from such qualification or registration. The Company shall bear all reasonable costs of preparing such opinion. Any attempted Transfer which is not in full compliance with this Section Paragraph 6 shall be null and void ab initio, and of no force and or effect.