Common use of Securities Act Clause in Contracts

Securities Act. The Company will not be required to deliver any shares of Common Stock pursuant to this Agreement if, in the opinion of counsel for the Company, such issuance would violate the Securities Act of 1933, as amended (the “Securities Act”) or any other applicable federal or state securities laws or regulations. The Committee may require that the Participant, prior to the issuance of any such shares, sign and deliver to the Company a written statement, which shall be in a form and contain content acceptable to the Committee, in its sole discretion (“Investment Letter”): (a) stating that the Participant is acquiring the shares for investment and not with a view to the sale or distribution thereof; (b) stating that the Participant will not sell any shares of Common Stock that the Participant may then own or thereafter acquire except either: (i) through a broker on a national securities exchange or (ii) with the prior written approval of the Company; and (c) containing such other terms and conditions as counsel for the Company may reasonably require to assure compliance with the Securities Act or other applicable federal or state securities laws and regulations.

Securities Act. The Company will not be required to deliver any shares of Common Stock pursuant to this Agreement if, in the opinion of counsel for the Company, such issuance would violate the Securities Act of 1933, as amended 1933 (the “Securities Act”) or any other applicable federal or state securities laws or regulations. The Committee may require that the Participant, prior to the issuance of any such shares, sign and deliver to the Company a written statement, which shall be in a form and contain content acceptable to the Committee, in its sole discretion (“Investment Letter”): (a) stating that the Participant is acquiring the shares for investment and not with a view to the sale or distribution thereof; (b) stating that the Participant will not sell any shares of Common Stock that the Participant may then own or thereafter acquire except either: (i) through a broker on a national securities exchange exchange, or (ii) with the prior written approval of the Company; and (c) containing such other terms and conditions as counsel for the Company may reasonably require to assure compliance with the Securities Act or other applicable federal or state securities laws and regulations.

Securities Act. The Company will not be required to deliver any shares of Common Stock pursuant to this Agreement if, in the opinion of counsel for the Company, such issuance would violate the Securities Act of 1933, as amended (the “Securities Act”) or any other applicable federal or state securities laws or regulations. The Committee may require that the Participant, prior to the issuance of any such shares, sign and deliver to the Company a written statement, which shall be in a form and contain content acceptable to the Committee, in its sole discretion (“Investment Letter”): (a) stating that the Participant is acquiring the shares for investment and not with a view to the sale or distribution thereof; (b) stating that the Participant will not sell any shares of Common Stock that the Participant may then own or thereafter acquire except either: (i) through a broker on a national securities exchange exchange, or (ii) with the prior written approval of the Company; and (c) containing such other terms and conditions as counsel for the Company may reasonably require to assure compliance with the Securities Act or other applicable federal or state securities laws and regulations.

Securities Act. The Company will not be required to deliver any shares of Common Stock pursuant to this Agreement the exercise of all or any part of the Stock Option if, in the opinion of counsel for the Company, such issuance would violate the Securities Act of 1933, as amended (the “Securities Act”) or any other applicable federal or state securities laws or regulations. The Committee may require that the Participant, prior to the issuance of any such shares, shares pursuant to exercise of the Stock Option sign and deliver to the Company a written statement, which shall be in a form and contain content acceptable to the Committee, in its sole discretion statement (“Investment Letter”): (a) stating that the Participant is acquiring purchasing the shares for investment and not with a view to the sale or distribution thereof; (b) stating that the Participant will not sell any shares of Common Stock that the Participant may then own or thereafter acquire except either: (i) through a broker on a national securities exchange exchange, or (ii) with the prior written approval of the Company; and (c) containing such other terms and conditions as counsel for the Company may reasonably require to assure compliance with the Securities Act or other applicable federal or state securities laws and regulations. Such Investment Letter shall be in form and content acceptable to the Committee, in its sole discretion.

Securities Act. The Company will not be required to deliver any shares of Common Stock pursuant to this Agreement the exercise of all or any part of the Stock Option if, in the opinion of counsel for the Company, such issuance would violate the Securities Act of 1933, as amended (the “Securities Act”) or any other applicable federal or state securities laws or regulations. The Committee may require that the Participant, prior to the issuance of any such shares, shares pursuant to exercise of the Stock Option sign and deliver to the Company a written statement, which shall be in a form and contain content acceptable to the Committee, in its sole discretion statement (“Investment Letter”): (a) stating that the Participant is acquiring purchasing the shares for investment and not with a view to the sale or distribution thereof; (b) stating that the Participant will not sell any shares of Common Stock that the Participant may then own or thereafter acquire except either: (i) through a broker on a national securities exchange exchange; or (ii) with the prior written approval of the Company; and (c) containing such other terms and conditions as counsel for the Company may reasonably require to assure compliance with the Securities Act or other applicable federal or state securities laws and regulations. Such Investment Letter shall be in a form and content acceptable to the Committee, in its sole discretion.

Securities Act. The Company will not be required to deliver any shares of Common Stock pursuant to this Agreement if, in the opinion of counsel for the Company, such issuance would violate the Securities Act of 1933, as amended (the “Securities Act”) or any other applicable federal or state securities laws or regulations. The Committee may require that the Participant, prior to the issuance of any such sharesshares of Common Stock, sign and deliver to the Company a written statement, which shall be in a form and contain content acceptable to the Committee, in its sole discretion (“Investment Letter”): (a) stating that the Participant is acquiring the shares of Common Stock for investment and not with a view to the sale or distribution thereof; (b) stating that the Participant will not sell any shares of Common Stock that the Participant may then own or thereafter acquire except either: (i) through a broker on a national securities exchange or (ii) with the prior written approval of the Company; and (c) containing such other terms and conditions as counsel for the Company may reasonably require to assure compliance with the Securities Act or other applicable federal or state securities laws and regulations.

Securities Act. The Company will not be required to deliver any shares of Common Stock pursuant to this Agreement if, in the opinion of counsel for the Company, such issuance would violate the Securities Act of 1933, as amended (the “Securities Act”) or any other applicable federal or state securities laws or regulations. The Committee may require that the Participant, prior to the issuance of any such sharesshares of Common Stock, sign and deliver to the Company a written statement, which shall be in a form and contain content acceptable to the Committee, in its sole discretion (“Investment Letter”): (a) stating that the Participant is acquiring the shares of Common Stock for investment and not with a view to the sale or distribution thereof; (b) stating that the Participant will not sell any shares of Common Stock that the Participant may then own or thereafter acquire except either: (i) through a broker on a national securities exchange exchange, or (ii) with the prior written approval of the Company; and (c) containing such other terms and conditions as counsel for the Company may reasonably require to assure compliance with the Securities Act or other applicable federal or state securities laws and regulations.

Securities Act. The Company will not be required to deliver any shares of Common Stock pursuant to this Agreement if, in the opinion of counsel for the Company, such issuance would violate the Securities Act of 1933, as amended (the “Securities Act”) or any other applicable federal or state securities laws or regulations. The Committee may require that the Participant, prior to the issuance of any such sharesshares of Common Stock, sign and deliver to the Company a written statement, which shall be in a form and contain content acceptable to the Committee, in its sole discretion (“Investment Letter”): (a) stating that the Participant is acquiring the shares of Common Stock for investment and not with a view to the sale or distribution thereof; (b) stating that the Participant will not sell any shares of Common Stock that the Participant may then own or thereafter acquire except either: (i) through a broker on a national securities exchange or (ii) with the prior written approval of the Company; and (c) containing such other terms and conditions as counsel for the Company may reasonably require to assure compliance with the Securities Act or other applicable federal federal, state, foreign or state other applicable securities laws and regulations.