Securities Registration. In the event the shares of ----------------------- Stock issuable upon exercise of this Option have not been registered under the Securities Act of 1933, as amended, at the time this Option is exercised, the Optionee shall, if so requested by the Company, concurrently with the exercise of this Option (either in whole or in part) and as a condition to the Company's obligation to issue and deliver a stock certificate for such shares, deliver to the Company a written statement to the effect that the Optionee is acquiring the Stock for his or her own account for investment purposes only and not with a view to resale or distribution thereof.
Securities Registration. At all times while Broker-Dealer is performing its obligations under this Agreement, Broker-Dealer, at its own expense, shall be responsible for all fees, including registration and examination fees, necessary in order to be registered as a securities broker with the SEC and FINRA and shall generally maintain all licenses, registrations and such other qualifications as may be necessary or required by applicable federal and state laws, regulations or requirements of any self-regulating organization with respect to its activities hereunder.
Securities Registration. Upon the receipt of Stock pursuant to the terms of this Agreement, the Participant shall, if so requested by the Company, (a) hold such Stock for investment and not with a view of resale or distribution to the public and (b) deliver to the Company a written statement satisfactory to the Company to that effect.
Securities Registration. The shares of Holding Company Common Stock to be issued to the holders of Bank Common Stock pursuant to the Merger shall have been duly registered pursuant to Section 5 of the Securities Act of 1933, as amended, and the Holding Company shall have complied with all applicable state securities or “blue sky” laws relating to the issuance of Holding Company Common Stock.
Securities Registration. Unless the shares to be issued upon exercise of this option granted hereunder have been registered under the Securities Act of 1933, as amended (the "Securities Act"), the Company shall be under no obligation to issue any shares covered by the option unless the party that exercises such option, in whole or in part, shall give a written representation and undertaking to the Company which is satisfactory in form and scope to counsel for the Company and upon which, in the opinion of such counsel, the Company may reasonably rely, that such party is acquiring the shares issued pursuant to such exercise of the option for its own account as an investment and not with a view to, or for sale in connection with, the distribution of any such shares, and that such party will make no transfer of the same except in compliance with any rules and regulations in force at the time of such transfer under the Securities Act, or any other applicable law, and that if shares are issued without such registration, a legend to this effect may be endorsed upon the securities so issued. The option shall in no event be exercisable and shares shall not be issued hereunder if, in the opinion of counsel to the Company, such exercise and/or issuance would result in violation of federal or state securities laws.
Securities Registration. THE SECURITIES BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS SUCH SECURITIES ARE INCLUDED IN AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ARE QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, OR SUCH OFFER, SALE OR TRANSFER IS EXEMPT THEREFROM.
Securities Registration. As a condition to the delivery of the certificate for any Shares purchased pursuant to the settlement of the RSUs pursuant to Section 4 (or the registration of such Shares in the name of the Grantee), The Grantee shall, if so requested by the Company, hold such Shares for investment and not with a view of resale or distribution to the public and, if so requested by the Company, shall deliver to the Company a written statement satisfactory to the Company to that effect.
Securities Registration. (a) If, at any time or times after the date hereof, the Company shall file any registration statement pursuant to the Securities Act of 1933, as amended, covering securities of the same class as the Common Stock issuable upon the exercise of the Option (hereinafter referred to as "Registration", and the act of so doing as "to Register") other than solely for the purpose of specific acquisitions of subsidiary enterprises, the Company will give the Optionee advance written notice of such Registration, and the Company will afford the Optionee, if so requested, the opportunity to have any Common Stock issuable pursuant to the Option then held by him included in the Registration, if such request is made within 15 days after receiving such notice, to the extent and under the condition that such Registration is permissible under applicable laws; provided, however, that the notice provisions and other rights under this Section 9 shall not apply to any Registration by the Company to the extent that, in the good faith opinion of the managing underwriter used by the Company in such Registration (which opinion shall be delivered to Optionee in writing, signed by an officer of such underwriter), the inclusion of the Registrable Shares or of more than a designed portion thereof in such Registration would be detrimental to the public offering attendant to such Registration, in which case such "underwriter's cutback" shall be allocated among any other selling stockholders on a pro rata basis in accordance with theirrespective amounts of Common Stock then owned of record (or issuable pursuant to Option owned of record) which they have requested in writing to be Registered as set forth herein. The Optionee shall comply with such reasonable requirements as may be imposed by the Company or the managing underwriter upon offering stockholders of the Company generally, in order to effect an orderly distribution.
(b) At the Optionee's request and expense, and after exercise of the Option, upon a single occasion only, the Company shall be required to register the Common Stock acquired by Optionee upon the exercise of the Option under the Securities Act of 1933, as amended. No request may be made under this Section 9 within 120 days after the effective date of a registration statement filed by the Company respecting a firm commitment underwritten public offering in which the Optionee shall have been entitled to join pursuant to Section 9 (a) hereof.
Securities Registration. As a condition to the delivery of the certificate for any Shares purchased pursuant to the settlement of the PRSUs pursuant to Section 7 (or the registration of such Shares in the name of the Grantee), the Grantee shall, if so requested by the Company, hold such Shares for investment and not with a view of resale or distribution to the public and, if so requested by the Company, shall deliver to the Company a written statement satisfactory to the Company to that effect.
Securities Registration. If an Event of Default shall have occurred that is continuing and Pledgor shall have received from Lender a written request that Pledgor effect any registration, qualification or compliance under any federal or state securities law or laws with respect to all or any part of the Collateral, and such registration, qualification and/or compliance is required under applicable federal or state securities law or laws, Pledgor as soon as practicable and at its sole expense, agrees to use its best efforts to effect (and keep effective) such registration, qualification and compliance as required under: (a) applicable federal or state securities law or laws and as would permit or facilitate the sale and distribution of such Collateral, including, without limitation, registration under the Securities Act, as then in effect (or any similar statute then in effect), (b) applicable blue sky or other state securities laws and (c) other government requirements. Lender shall furnish to Pledgor such information regarding Lender as Pledgor may request in writing and as shall reasonably be required in connection with any such registration, qualification or compliance. Pledgor will cause Lender to be kept reasonably advised in writing as to the progress of each such registration, qualification or compliance and as to the completion thereof, will furnish to Lender such number of prospectuses, offering circulars or other documents incident thereto as Lender from time to time may reasonably request, and will indemnify Lender and all others participating in the distribution of such Collateral against all losses, liabilities, claims or damages caused by any untrue statement (or alleged untrue statement) of a material fact contained therein (or in any related registration statement, notification or the like) or by any omission (or alleged omission) to state therein (or in any related registration statement, notification or the like) a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same may have been caused by an untrue statement or omission based upon information furnished in writing to Pledgor by Lender expressly for use therein.
