Securities Regulation. Such Member acknowledges and agrees that such Member’s Interest is being issued and sold in reliance on the exemption from registration under the Securities Act and exemptions contained in applicable state securities laws, and that such Member’s Interest cannot and will not be sold or transferred except in a transaction that is exempt under the Securities Act and applicable state securities laws or pursuant to an effective registration statement under the Securities Act and applicable state securities laws. Such Member understands that such Member has no contractual right for the registration under the Securities Act of such Member’s Interest for public sale and that, unless such Member’s Interest is registered or an exemption from registration is available, such Member’s Interests may be required to be held indefinitely.
Securities Regulation. Shares will not be issued with respect to this option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto complies with all relevant provisions of law, including, without limitation, any applicable state securities laws, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed. As a condition to the exercise of this option, the Company may require you to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any relevant provision of the aforementioned laws. At the option of the Company, a stop-transfer order against any shares of stock may be placed on the official stock books and records of the Company, and a legend indicating that the stock may not be pledged, sold or otherwise transferred, unless an opinion of counsel is provided (concurred in by counsel for the Company) stating that such transfer is not in violation of any applicable law or regulation, may be stamped on stock certificates in order to assure exemption from registration. The Company may also require such other action or agreement by you as may from time to time be necessary to comply with the federal and state securities laws. THIS PROVISION SHALL NOT OBLIGATE THE COMPANY TO UNDERTAKE REGISTRATION OF THIS OPTION OR THE SHARES ISSUABLE HEREUNDER, but if the Company has filed or is filing a Registration Statement on Form S-8 or any successor form for the registration of securities issued under stock option or other employee benefit plans, the Company hereby undertakes to include the shares issuable hereunder in any such registration. Should any of the Company's capital stock of the same class as the stock subject to this option be listed on a national securities exchange, all shares issued hereunder if not previously listed on such exchange will be authorized by that exchange for listing thereon prior to the issuance thereof. Please execute the Acceptance and Acknowledgment set forth below on the enclosed copy of this Agreement and return it to the undersigned. Very truly yours, APPLIED VOICE TECHNOLOGY, INC. By _____________________________ Its ___________________________ ACCEPTANCE AND ACKNOWLEDGMENT I, a ...
Securities Regulation. The Shares may not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable federal or state securities laws.
Securities Regulation. (a) It acknowledges and agrees that the Partnership Interest is being issued and sold in reliance on the exemption from registration contained in Section 4(2) of the Securities Act and exemptions contained in applicable state securities laws, and that it cannot and will not be sold or transferred except in a transaction that is exempt under the Securities Act and those state acts or pursuant to an effective registration statement under those acts or in a transaction that is otherwise in compliance with the Securities Act and those state acts.
Securities Regulation. No Covered Credit Party nor any of its Subsidiaries is an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company”, as such terms are defined in the Investment Company Act of 1940, as amended. Neither the making of any Letter of Credit Advances, nor the issuance of any Letters of Credit, nor the application of the proceeds or repayment thereof by any Covered Credit Party, nor the consummation of the other transactions contemplated by the Credit Documents, will violate any provision of such Act or any rule, regulation or order of the Securities and Exchange Commission thereunder.
Securities Regulation. 13.2.1 It acknowledges and agrees that its Units are being issued and sold in reliance on the exemption from registration contained in Section 4(2) of the Securities Act and exemptions contained in applicable state securities laws, and that its Units cannot and will not be sold or transferred except in a transaction that is exempt under the Securities Act and those state acts or pursuant to an effective registration statement under the Securities Act and those state acts or in a transaction that is otherwise in compliance with the Securities Act and those state acts.
Securities Regulation. (a) Such Member acknowledges and agrees that such Member’s Interest is being issued and sold in reliance on the exemption from registration under the Securities Act and exemptions contained in applicable state securities laws, and that such Member’s Interest cannot and will not be sold or transferred except in a transaction that is exempt under the Securities Act and applicable state securities laws or pursuant to an effective registration statement under the Securities Act and applicable state securities laws.
Securities Regulation. The Company notifies the Participant and, the Participant acknowledges, that in connection with the Plan, the Agreement, the Grant Notice and ancillary documents to them, and Options being offered to the Participant, no notification under Article 4 of Financial Instruments and Exchange Act (the US-LEGAL-11455062/3 176283-0002 “FIEA”) was made because the offering of Options falls under Article 2(3)(ii)(c) of FIEA and, thus, falls under the solicitation for small number of investors (syoninzuu muke kanyuu) stipulated in Article 23-13(4)(i)(a) of FIFA.
Securities Regulation. Shares will not be issued with respect to this option unless the exercise of such option and the issuance and delivery of the Shares pursuant thereto complies with all relevant provisions of law, including, without limitation, any applicable state securities laws, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed. The Company agrees to register under the Securities Act of 1933 the sale of the Shares to you upon exercise of the option. Please execute the enclosed copy of this Agreement and return it to the undersigned. Very truly yours, PLANAR SYSTEMS, INC. By: /s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx President and Chief Executive Officer AGREED AND ACCEPTED: /s/ Xxxxx Xxxxxxxxx Xxxxx Xxxxxxxxx Date: May 14, 2007 NOTICE OF EXERCISE OF NONQUALIFIED STOCK OPTION To: Planar Systems, Inc. I, Xxxxx Xxxxxxxxx, a resident of the State of Oregon, hereby exercise my nonqualified stock option granted by Planar Systems, Inc. (the “Company”) on May 14, 2007 and notify the Company of my desire to purchase shares of Common Stock of the Company (the “Securities”) at the exercise price of $ per share which were offered to me pursuant to said option. I hereby represent and warrant that (1) I have been furnished with all information which I deem necessary to evaluate the merits and risks of the purchase of the Securities; (2) I have had the opportunity to ask questions and receive answers concerning the information received about the Securities and the Company; and (3) I have been given the opportunity to obtain any additional information I deem necessary to verify the accuracy of any information obtained concerning the Securities and the Company. Dated: Xxxxx Xxxxxxxxx Taxpayer I.D. Number: Address 5 – NONQUALIFIED STOCK OPTION AGREEMENT RECEIPT hereby acknowledges receipt from Xxxxx Xxxxxxxxx, in payment for shares of Common Stock of Planar Systems, Inc., an Oregon corporation, of $ in the form of ¨ Cash ¨ Check (personal, cashier’s or bank certified) ¨ shares of the Company’s Common Stock, fair market value $ per share held by the Optionee for a period of at least six months ¨ A properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company the amount of sale or loan proceeds to pay the exercise price Date: PLANAR SYSTEMS, INC. By:
Securities Regulation. The Optionee agrees to comply with all regulatory requirements applicable to the assignment of the Option or the resale of Shares acquired upon the exercise of the Option.
