Common use of Shares Subject to Restrictions Clause in Contracts

Shares Subject to Restrictions. Representation Letter and Investment -------------------------------------------------------------------- Legend. ------ (a) Each of the Shares shall be subject to the restrictions on transfer imposed on, the terms and conditions requiring the sale or transfer of, and the rights and the options of the Company and certain stockholders of the Company to purchase, those shares of Common Stock held by Management Investors under the terms of the Amended and Restated Shareholders' Agreement Dated as of December 17, 1993 (the "Restrictions"). The Shares shall be subject to the Restrictions and the Employee hereby agrees to be bound by and undertakes to comply with the Restrictions, whether or not the Employee is a party to the Shareholders' Agreement, in the same manner and to the same extent as a Management Investor, and agrees and undertakes to execute and deliver any and all such additional agreements, instruments and other documents deemed necessary by the Company to effect the provisions of this subparagraph (a). (b) In the event that for any reason the Shares to be issued upon exercise of the Option shall not be effectively registered under the Securities Act of 1933 (the "1933 Act"), upon any date on which the Option is exercised in whole or in part, the person exercising the Option shall give a written representation to the Company in the form attached hereto as Exhibit 1 and the Company shall place an "investment legend", so-called, as described in Exhibit 1 hereto, upon any certificate for the Shares issued by reason of such exercise. (c) The Company shall be under no obligation to qualify Shares or to cause a registration statement or a post-effective amendment to any registration statement to be prepared for the purposes of covering the issue of Shares.