Common use of Securities Regulations Clause in Contracts

Securities Regulations. (a) If at any time the Company's Board of ---------------------- Directors shall in its discretion determine that the listing, registration or qualification of the shares of Common Stock subject to the Option upon any securities exchange or under any federal or state law, or the approval or consent of any governmental regulatory body, is necessary or desirable in connection with the issuance or purchase of such shares hereunder, the Option shall not be exercisable in whole or in part unless such listing, registration, qualification, approval or consent shall have been effected or obtained free from any conditions not reasonably acceptable to the Company's Board of Directors. (b) Unless at the time of the exercise of the Option and the issuance of the shares of Common Stock purchased by the Holder pursuant thereto there shall be in effect as to such shares a Registration Statement under the Securities Act of 1933, as amended (the "Act"), and the rules and regulations of the Securities and Exchange Commission (the "Commission"), the Holder shall deliver to the Company at the time of exercise, a certificate in a form reasonably satisfactory to the Company and/or counsel to the Company (i) acknowledging that the shares of Common Stock so acquired may be "restricted securities" within the meaning of Rule 144 promulgated under the Act; (ii) certifying that he is acquiring the shares of Common Stock issuable to him upon such exercise for the purpose of investment and not with a view to their sale or distribution; and (iii) containing the Holder's agreement that such shares of Common Stock may not be sold or otherwise disposed of except in accordance with applicable provisions of the Act. The Company shall not be required to issue or deliver certificates for shares of Common Stock until there shall have been compliance with all applicable laws, rules and regulations, including rules and regulations of the Commission.

Securities Regulations. (a) If at any time the Company's Board of ---------------------- Directors shall in its discretion determine that the listing, registration or qualification of the shares of Common Stock subject to the Option upon any securities exchange or under any federal or state law, or the approval or consent of any governmental regulatory body, is necessary or desirable in connection with the issuance or purchase of such shares hereunder, the Option shall not be exercisable in whole or in part unless such listing, registration, qualification, approval or consent shall have been effected or obtained free from any conditions not reasonably acceptable to the Company's Board of Directors. (b) Unless at the time of the exercise of the Option and the issuance of the shares of Common Stock purchased by the Holder pursuant thereto there shall be in effect as to such shares a Registration Statement under the Securities Act of 1933, as amended (the "Act"), and the rules and regulations of the Securities and Exchange Commission (the "Commission"), the Holder shall deliver to the Company at the time of exercise, a certificate in a form reasonably satisfactory to the Company and/or counsel to the Company (i) acknowledging that the shares of Common Stock so acquired may be "restricted securities" within the meaning of Rule 144 promulgated under the Act; (ii) certifying that he is acquiring the shares of Common Stock issuable to him upon such exercise for the purpose of investment and not with a view to their sale or distribution; and (iii) containing the Holder's agreement that such shares of Common Stock may not be sold or otherwise disposed of except in accordance with applicable provisions of the Act. The Company shall not be required to issue or deliver certificates for shares of Common Stock until there shall have been compliance with all applicable laws, rules and regulations, including rules and regulations of the Commission.

Securities Regulations. (a) If at any time the Company's Board of ---------------------- Directors shall in its discretion determine that the listing, registration or qualification of the shares Shares of Common Stock subject shall not be issued with respect to this option unless the Option upon any securities exchange or under any federal or state law, or the approval or consent of any governmental regulatory body, is necessary or desirable in connection with exercise hereof option and the issuance or purchase and delivery of such shares hereunderpursuant hereto shall comply with all relevant provisions of law, the Option shall not be exercisable in whole or in part unless such listingincluding, registrationwithout limitation, qualification, approval or consent shall have been effected or obtained free from any conditions not reasonably acceptable to the Company's Board of Directors. (b) Unless at the time of the exercise of the Option applicable state and the issuance of the shares of Common Stock purchased by the Holder pursuant thereto there shall be in effect as to such shares a Registration Statement under the Securities Act of 1933, as amended (the "Act"), federal securities laws and the rules and regulations promulgated thereunder, applicable laws of foreign countries and other jurisdictions, and the requirements of any stock exchange or market on which the shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance, including the availability of an exemption from registration for the issuance and sale of any shares hereunder. The inability of the Securities and Exchange Commission (the "Commission")Company to obtain, from any regulatory body having jurisdiction, the Holder authority deemed by the Company's counsel to be necessary for the lawful issuance and sale of any shares hereunder or the unavailability of an exemption from registration for the issuance and sale of any shares hereunder shall deliver relieve the Company of any liability with respect of the nonissuance or sale of such shares as to which such requisite authority shall not have been obtained. As a condition to the exercise of an option, the Company may require the Optionee to represent and warrant at the time of exercise, a certificate in a form reasonably satisfactory to the Company and/or counsel to the Company (i) acknowledging any such exercise that the shares of Common Stock so acquired 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. The Company may be "restricted securities" within the meaning of Rule 144 promulgated under the Act; (ii) certifying that he is acquiring the place a stop-transfer order against any shares of Common Stock issuable on the official stock books and records of the Company, and a legend may be stamped on stock certificates to him upon such exercise for the purpose of investment and not with a view to their sale or distribution; and (iii) containing effect that the Holder's agreement that such shares of Common Stock may not be pledged, sold or otherwise disposed transferred unless an opinion of except counsel is provided (concurred in accordance with by counsel for the Company) stating that such transfer is not in violation of any applicable provisions of the Actlaw or regulation. The Company shall not Administrator may also require such other action or agreement by the Optionee as may from time to time be required necessary to issue or deliver certificates for shares of Common Stock until there shall have been compliance comply with all applicable the federal and state securities laws, rules and regulations, including rules and regulations of the Commission. THIS PROVISION SHALL NOT OBLIGATE THE COMPANY TO UNDERTAKE REGISTRATION OF THIS OPTION OR THE STOCK ISSUABLE UPON EXERCISE HEREOF.

Securities Regulations. (a) If at any time the Company's Board of ---------------------- Directors Committee shall in its discretion determine that the listing, registration or qualification of the shares of Common Stock subject to the Option upon any securities exchange or under any federal or state law, or the approval or consent of any governmental regulatory body, is necessary or desirable in connection with the issuance or purchase of such shares hereunder, upon the determination of the Committee, the Option shall not be exercisable in whole or in part unless such listing, registration, qualification, approval or consent shall have been effected or obtained free from any or, in lieu thereof, the Committee may impose such conditions not reasonably acceptable upon exercise of the Option, as it determines to the Company's Board of Directorsbe appropriate. (b) Unless at the time of the exercise of the Option and the issuance of the shares of Common Stock purchased by the Holder pursuant thereto there shall be in effect as to such shares a Registration Statement registration statement under the Securities Act of 1933, as amended (the "Act"), and is in effect as to such shares, any shares of common stock purchased by the rules and regulations Holder upon exercise of the Securities Option shall be acquired for investment and Exchange Commission (not for sale or distribution, and if the "Commission")Company so requests, upon any exercise of the Option, in whole or in part, the Holder shall will execute and deliver to the Company at the time of exercise, a certificate in a form reasonably satisfactory to the Company and/or counsel to the Company (i) acknowledging that the shares of Common Stock so acquired may be "restricted securities" within the meaning of Rule 144 promulgated under the Act; (ii) certifying that he is acquiring the shares of Common Stock issuable to him upon such exercise for the purpose of investment and not with a view to their sale or distribution; and (iii) containing the Holder's agreement that such shares of Common Stock may not be sold or otherwise disposed of except in accordance with applicable provisions of the Acteffect. The Company shall not be obligated to issue any shares pursuant to the Option if, in the opinion of counsel to the Company, the shares to be so issued are required to issue be registered or deliver certificates for otherwise qualified under the Act or under any other applicable statute, regulation or ordinance affecting the sale of securities, unless and until such shares have been so registered or otherwise qualified. (c) The Holder understands and acknowledges that, under existing law, unless at the time of the exercise of the Option a registration statement under the Act is in effect as to shares of Common Stock until there shall have been covered by the Option: (i) any shares purchased by the Holder upon exercise of the Option may be required to be held indefinitely unless such shares are subsequently registered under the Act or an exemption from such registration is available; (ii) any sales of such shares made in reliance upon Rule 144 promulgated under the Act may be made only in accordance with the terms and conditions of that Rule (which, under certain circumstances, restricts the number of shares which may be sold); (iii) in the case of securities to which Rule 144 is not applicable, compliance with all applicable lawsRegulation A promulgated under the Act or some other disclosure exemption will be required; (iv) certificates for shares to be issued to the Holder hereunder shall bear a legend to the effect that the shares have not been registered under the Act and that the shares may not be sold, rules hypothecated or otherwise transferred in the absence of an effective registration statement under the Act relating thereto or an opinion of counsel satisfactory to the Company that such registration is not required; and regulations(v) the Company will place an appropriate "stop transfer" order with its transfer agent with respect to such shares. In addition, including rules the Holder understands and regulations acknowledges that the Company has no obligation to furnish to the Holder information necessary to enable the Holder to make sales under Rule 144. (d) As soon as reasonably practicable after the Approval Date, the Company will use its best efforts to register under the Act the shares subject to the Option pursuant to a registration statement on Form S-8. In the event a registration statement under the Act is not in effect as to the shares of Common Stock covered by the Option and an exemption from registration under the Act is not available with respect to the sale of shares of Common Stock acquired by the Holder from the exercise of the CommissionOption (the "Purchased Shares"), within 15 days after the Company's receipt of the Holder's written request, the Company shall purchase the Purchased Shares at a price equal to the fair market value of the Common Stock. For the purpose of this paragraph 7(d), fair market value shall be deemed to be the arithmetic mean of the high and low trading prices for such shares on the American Stock Exchange or any other national securities exchange on which the Company's Common Stock may be listed, on the date the Holder's request is received by the Company, or if such date shall not be a day during which shares of the Common Stock were traded, then on the next date immediately preceding such date during which such trades were effected.