Common use of Securities Laws Restrictions Clause in Contracts

Securities Laws Restrictions. The Option may not be exercised at any time unless, in the opinion of counsel for the Company, the issuance and sale of the Shares issued upon such exercise is exempt from registration under the Securities Act of 1933, as amended, or any other applicable federal or state securities law, rule or regulation, or the Shares have been duly registered under such laws. The Company intends to register the Shares issuable upon the exercise of the Option; however, until the Shares have been registered under all applicable laws, the Optionee shall represent, warrant and agree, as a condition to the exercise of any Option, that the Shares are being purchased for investment only and without a view to any sale or distribution of such Shares and that such Shares shall not be transferred or disposed of in any manner without registration under such laws, unless it is the opinion of counsel for the Company that such a disposition is exempt from such registration. The Optionee acknowledges that an appropriate legend giving notice of the foregoing restrictions may appear conspicuously on all certificates evidencing the Shares issued upon the exercise of the Option.

Appears in 10 contracts

Samples: Key Employee Stock Option Plan (United Community Banks Inc), Key Employee Stock Option Agreement (United Community Banks Inc), Stock Option Award Agreement (United Community Banks Inc)

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Securities Laws Restrictions. The Option may not be exercised at any time unless, in the opinion of counsel for the Company, the issuance and sale of the Shares shares issued upon such exercise is exempt from registration under the Securities Act of 1933, as amendedamended (the “1933 Act”), or any other applicable federal securities or state securities law, rule or regulation“blue sky” laws, or the Shares shares have been duly registered under such laws. The Company intends shall not be required to register the Shares shares issuable upon the exercise of the Option; however, until Option under any such laws. Unless the Shares shares have been registered under all applicable such laws, the Optionee Grantee shall represent, warrant and agree, as a condition to the exercise of any the Option, that the Shares shares are being purchased for investment only and without a view to any sale or distribution of such Shares shares and that such Shares shares shall not be transferred or disposed of in any manner without registration under such laws, unless it is the opinion of counsel for the Company that such a disposition is exempt from such registration. The Optionee Grantee acknowledges that the certificates evidencing the shares issued upon the exercise of the Option shall bear an appropriate legend giving notice of the foregoing restrictions may appear conspicuously on all certificates evidencing the Shares issued upon the exercise of the Optiontransfer restrictions.

Appears in 6 contracts

Samples: Stock Option Agreement (Aaron's Inc), Stock Option Award Agreement (Aaron Rents Inc), Stock Option Award Agreement (Aaron Rents Inc)

Securities Laws Restrictions. The Option may not be exercised at any time unless, in the opinion of counsel for the Company, the issuance and sale of the Shares issued upon such exercise is exempt from registration under the Securities Act of 1933, as amended, or any other applicable federal or state securities law, rule or regulation, or the Shares have been duly registered under such laws. The Company intends to register the Shares issuable upon the exercise of the Option; however, until the Shares have been registered under all applicable laws, the Optionee shall represent, warrant and agree, as a condition to the exercise of any the Option, that the Shares are being purchased for investment only and without a view to any sale or distribution of such Shares and that such Shares shall not be transferred or disposed of in any manner without registration under such laws, unless it is the opinion of counsel for the Company that such a disposition is exempt from such registration. The Optionee acknowledges that an appropriate legend giving notice of the foregoing restrictions may appear conspicuously on all certificates evidencing the Shares issued upon the exercise of the Option.

Appears in 2 contracts

Samples: Stock Option Agreement (United Community Banks Inc), Stock Option Agreement (United Community Banks Inc)

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Securities Laws Restrictions. The Option may not be exercised at any time unless, in the opinion of counsel for the Company, the issuance and sale of the Shares issued upon such exercise is exempt from registration under the Securities Act of 1933, as amended, or any other applicable federal or state securities law, rule or regulation, or the Shares have been duly registered under such laws. The Company intends shall not be required to register the Shares issuable upon the exercise of the Option; however, until Option under any such laws. Unless the Shares have been registered under all applicable laws, the Optionee shall represent, warrant and agree, as a condition to the exercise of any the Option, that the Shares are being purchased for investment only and without a view to any sale or distribution of such Shares and that such Shares shall not be transferred or disposed of in any manner without registration under such laws, unless it is the opinion of counsel for the Company that such a disposition is exempt from such registration. The Optionee acknowledges that an appropriate legend giving notice of the foregoing restrictions may appear conspicuously on all certificates evidencing the Shares issued upon the exercise of the Option.

Appears in 1 contract

Samples: Stock Option Agreement (Vail Banks Inc)

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