Common use of Shares Not Transferable Clause in Contracts

Shares Not Transferable. As a condition to the issuance of ----------------------- Restricted Shares, the Company may require an opinion of counsel and/or a representation letter from the purchaser(s) of such shares, satisfactory to the Company, to the effect that such transfer will not be in violation of the Securities Act of 1933, as amended (the "Securities Act"), or any other applicable securities laws or that such transfer has been registered under the Securities Act and the Company shall not be liable for damages due to delay in the delivery or issuance of any stock certificates representing Restricted Shares purchased hereunder for any reason whatsoever, including, but not limited to, a delay caused by listing requirements of any securities exchange or any registration requirements under the Securities Act, the Securities Exchange Act of 1934, as amended, or under any other state or federal law, rule or regulation. The Company is under no obligation to take any action or to incur any expense to register or qualify the delivery or transfer Restricted Shares under applicable securities laws or to perfect any exemption from such registration or qualification. Furthermore, the Company will have no liability to Employee for refusing to deliver or transfer Restricted Shares purchased hereunder if such refusal is based upon the foregoing provisions of this Paragraph 6.

Shares Not Transferable. As a condition to the issuance ----------------------- of ----------------------- Restricted Shares, the Company may require an opinion of counsel and/or a representation letter from the purchaser(s) of such shares, satisfactory to the Company, to the effect that such transfer will not be in violation of the Securities Act of 1933, as amended (the "Securities Act"), or any other applicable securities laws or that such transfer has been registered under the Securities Act and the Company shall not be liable for damages due to delay in the delivery or issuance of any stock certificates representing Restricted Shares purchased hereunder for any reason whatsoever, including, but not limited to, a delay caused by listing requirements of any securities exchange or any registration requirements under the Securities Act, the Securities Exchange Act of 1934, as amended, or under any other state or federal law, rule or regulation. The Company is under no obligation to take any action or to incur any expense to register or qualify the delivery or transfer Restricted Shares under applicable securities laws or to perfect any exemption from such registration or qualification. Furthermore, the Company will have no liability to Employee for refusing to deliver or transfer Restricted Shares purchased hereunder if such refusal is based upon the foregoing provisions of this Paragraph 6.