Restrictions Upon Resale. The Option may not be exercised if the issuance of Option Shares upon such exercise would constitute a violation of applicable Federal or state securities laws or other law or valid regulation. If the Option Shares to be issued upon exercise of the Option are not registered under the Securities Act of 1933, as amended (the "Securities Act"), the Participant, as a condition to his exercise of the Option, shall represent to the Company that the Option Shares or other securities which he acquires upon exercise of the Option are being acquired by him for his own account as an investment and not with a present view to distribution or resale (unless counsel for the Company is then of the opinion that such representation is not required under the Securities Act or applicable law, regulation or rule of any governmental agency) and the certificates representing such Option Shares shall bear a legend to such effect. Participant agrees as a condition precedent to exercise of any portion of the Option, that he shall furnish whatever documentation may be reasonably requested by the Company to ensure compliance with applicable law and the terms and conditions of this Award Agreement and the Plan. The Participant understands and acknowledges that the Company shall have no obligation to register the Option Shares issuable hereunder under the Securities Act and applicable state securities laws.
Restrictions Upon Resale. The Option may not be exercised if the issuance of Option Shares upon such exercise would constitute a violation of applicable Federal or state securities laws or other law or valid regulation. If the Option Shares to be issued upon exercise of the Option are not registered under the Securities Act of 1933, as amended ("Securities Act"), Participant, as a condition to his or her exercise of the Option, shall represent to Company, among other things, that the Option Shares or other securities which he or she acquires upon exercise of the Option are being acquired by him for his or her own account as an investment and not with a present view to distribution or resale (unless counsel for Company is then of the opinion that such representation is not required under the Securities Act or applicable law, regulation or rule of any governmental agency) and the certificates representing such Option Shares shall bear a restricted legend. Company reserves the right to place stop transfer restrictions against such Option Shares. Participant agrees as a condition precedent to exercise of any portion of the Option, that he or she shall furnish whatever documentation may be reasonably requested by Company to ensure compliance with applicable law and the terms and conditions of this Award Agreement and the Plan. Participant understands and acknowledges that Company shall have no obligation to register the Option Shares issuable hereunder under the Securities Act and applicable state securities laws.
Restrictions Upon Resale. The Warrantholder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered and the Warrantholder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.
Restrictions Upon Resale. Neither Xxxxx nor the Escrow Agent shall sell, transfer or permit the sale or transfer of the Last Shares until the later of:
(i) Xxxxx'x payment in full to NVH of the Note attached hereto at Exhibit "C"; and (ii) subject to Section 1.8.4 hereafter, the expiration of the "Lockup Period" which shall be defined as the one year anniversary of this Agreement. The Lockup Period shall, however, expire earlier as to that number of the Last Shares that is determined by multiplying the number of Last Shares then being held in escrow by the percentage of shares sold by Xxxxxx Xxxxx prior to the one year anniversary of this Agreement as compared to the 900,000 shares owned by Xxxxxx Xxxxx as of May 11, 2000 (assuming for this purpose that he exercised all of his outstanding options). For example, if Xx. Xxxxx exercises options for and sells 450,000 shares prior to the one year anniversary, thereafter the Escrow Agent would be permitted to allow Xx. Xxxxx to sell 50% of the Last Shares from escrow, provided, however, until the Note is paid in full, the provisions of Section 1.8.4. would apply to the sale of such shares.
Restrictions Upon Resale. The Purchaser acknowledges that the certificates representing the Debentures, Warrants, Common Shares, and Warrant Shares will contain a legend reflecting their restriction upon conversion, exercise, or transfer under the Securities Act, state securities laws, and Canadian securities laws, in therefrom as s set forth in Article 5 hereof.
Restrictions Upon Resale. The Subscriber hereby agrees that the Shares shall be subject to restrictions upon the transfer, sale, encumbrance or other disposition of the Shares. See "Understanding of Investment Risks" and "Registration Rights".
