Common use of Status of Stock Clause in Contracts

Status of Stock. Notwithstanding any other provision of this Agreement, in the absence of an effective registration statement under the Securities Act, or an available exemption from registration under the Securities Act, for the issuance of shares of Stock in connection with any Award granted hereby, such issuance of shares of Stock will be delayed until registration of such shares of Stock is effective or an exemption from registration under the Securities Act is available. The Company intends to use its best efforts to ensure that no such delay will occur. In the event exemption from registration under the Securities Act is available, Employee (or, in the case of the Stock Option, the person permitted to exercise the Stock Option in accordance with the terms of this Agreement)), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Employee agrees that the shares of Stock that Employee may acquire in connection with any Award will not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable securities laws. Employee also agrees that (a) the certificates representing such shares of Stock may bear such legend or legends as the Company deems appropriate in order to assure compliance with applicable securities laws, (b) the Company may refuse to register the transfer of such shares of Stock on the stock transfer records of the Company if such proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a violation of any applicable securities law and (c) the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of such shares of Stock.

Status of Stock. Notwithstanding The Company shall not be obligated to issue any other provision Stock pursuant to any Option at any time, when the offering of this Agreement, in the absence of an effective registration statement under the Securities Act, or an available exemption from registration under the Securities Act, for the issuance of shares of Stock in connection with any Award granted hereby, covered by such issuance of shares of Stock will be delayed until registration of such shares of Stock is effective or an exemption from registration Option has not been registered under the Securities Act of 1933, as amended (the “Act”) and such other country, federal or state laws, rules or regulations as the Company deems applicable and, in the opinion of legal counsel for the Company, there is availableno exemption from the registration. The Company intends to use its best efforts to ensure that no such delay will occur. In the event exemption from registration under the Securities Act is availableavailable upon an exercise of this Option, Employee (or, in the case of the Stock Option, or the person permitted to exercise the Stock this Option in accordance with the terms event of this Agreement)Employee’s death or incapacity), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Employee agrees that the shares of Stock that which Employee may acquire in connection with any Award by exercising this Option will not be sold or otherwise disposed of in any manner that which would constitute a violation of any applicable securities laws, whether federal or state. Employee also agrees (i) that (a) the certificates representing such the shares of Stock purchased under this Option may bear such legend or legends as the Company deems appropriate in order to assure compliance with applicable securities laws, (bii) that the Company may refuse to register the transfer of such the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would, would in the opinion of counsel satisfactory to the Company, Company constitute a violation of any applicable securities law and (ciii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of such shares of Stockthe Stock purchased under this Option.

Status of Stock. Notwithstanding any other provision of this Agreement, in the absence of an effective registration statement under the Securities Act, or an available exemption from registration under the Securities Act, for the issuance of shares of Stock in connection with any the Award granted hereby, such issuance of shares of Stock will be delayed until registration of such shares of Stock is effective or an exemption from registration under the Securities Act is available. The Company intends to use its best efforts to ensure that no such delay will occur. In the event exemption from registration under the Securities Act is available, Employee (or, in the case of the Stock Option, the person permitted to exercise the Stock Option in accordance with the terms of this Agreement)), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Employee agrees that the shares of Stock that Employee may acquire in connection with any the Award will not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable securities laws. Employee also agrees that (a) the certificates representing such shares of Stock may bear such legend or legends as the Company deems appropriate in order to assure compliance with applicable securities laws, (b) the Company may refuse to register the transfer of such shares of Stock on the stock transfer records of the Company if such proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a violation of any applicable securities law and (c) the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of such shares of Stock.

Status of Stock. Notwithstanding any other provision of this Agreement, in the absence of an effective registration statement for issuance under the Securities ActAct of the Covered Shares acquirable upon exercise of this Option, or an available exemption from registration under the Securities Act, for the issuance of shares of Stock in connection with any Award granted hereby, such issuance acquirable upon exercise of shares of Stock this Option will be delayed until registration of such shares of Stock is effective or an exemption from registration under the Securities Act is available. The Company intends to use its best efforts to ensure that no such delay will occur. In the event an exemption from registration under the Securities Act is available, Employee (or, in the case available upon an exercise of the Stock this Option, Grantee (or the person permitted to exercise the Stock this Option in accordance with the terms event of this Agreement)Grantee’s death or incapacity), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Employee Grantee agrees that the shares of Stock that Employee which Grantee may acquire in connection with any Award by exercising the Option will not be sold or otherwise disposed of in any manner that which would constitute a violation of any applicable Federal or state securities laws. Employee Grantee also agrees (i) that (a) the certificates representing such shares of Stock the Covered Shares purchased under this Option may bear such legend or legends as the Company deems appropriate in order to assure compliance with applicable securities laws, (bii) that the Company may refuse to register the transfer of such shares of Stock Covered Shares purchased under this Option on the stock transfer records of the Company if such proposed transfer would, would in the opinion of counsel satisfactory to the Company, Company constitute a violation of any applicable securities law and (ciii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of such shares of Stockthe Covered Shares purchased under this Option.

Status of Stock. Notwithstanding any other provision (a) Employee understands that at the time of the execution of this Agreement, in Agreement the absence of an effective registration statement under the Securities Act, or an available exemption from registration under the Securities Act, for the issuance of shares of Stock in connection with any Award granted hereby, such issuance of shares of Stock will be delayed until registration of such shares of Stock is effective or an exemption from registration Restricted Shares have not been registered under the Securities Act is availableor any state securities law, and that the Company does not currently intend to effect any such registration. The Company intends If requested to use its best efforts to ensure that no such delay will occur. In do so by the event exemption from registration under the Securities Act is availableCompany, Employee (or, in the case of the Stock Option, the person permitted to exercise the Stock Option in accordance with the terms of this Agreement)), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. . (b) Employee agrees that the Restricted Shares are being acquired by Employee for investment without a view to distribution, within the meaning of the Securities Act, and shall not be sold, transferred, assigned, pledged or hypothecated in the absence of an effective registration statement for the shares under the Securities Act and applicable state securities laws or an applicable exemption from the registration requirements of Stock the Securities Act and any applicable state securities laws. Employee also agrees that Employee may acquire in connection with any Award the Restricted Shares will not be sold or otherwise disposed of in any manner that which would constitute a violation of any applicable federal or state securities laws. . (c) In addition, Employee also agrees that (ai) the certificates representing such shares of Stock the Restricted Shares may bear such legend or legends as the Company deems appropriate in order to reflect the Repurchase Right and to assure compliance with this Agreement, the Investors Agreement and applicable securities laws, (bii) the Company may refuse to register the transfer of such shares of Stock the Restricted Shares on the stock transfer records of the Company if such proposed transfer would, in the opinion of counsel satisfactory to the Company, would constitute a violation of this Agreement, the Investors Agreement or any applicable securities law and (ciii) the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of such shares of Stockthe Restricted Shares.

Status of Stock. Notwithstanding any other provision of this Agreement, in the absence of an effective registration statement under the Securities Act of 1933, as amended (the "Act"), for issuance of the Stock acquirable upon exercise of the Option, or an available exemption from registration under the Securities Act, for the issuance of shares of Stock in connection with any Award granted hereby, such issuance acquirable upon exercise of shares of Stock the Option will be delayed until registration of such shares of Stock is effective or an exemption from registration under the Securities Act is available. The Company intends to use its best efforts to ensure that no such delay will occur. In the event exemption from registration under the Securities Act is available, Employee (or, in the case available upon an exercise of the Stock Option, Director (or the person permitted to exercise the Stock Option in accordance with the terms event of this Agreement)Director's death or incapacity), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Employee Director agrees that the shares of Stock that Employee Director may acquire in connection with any Award by exercising the Option will not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable securities laws, whether federal or state. Employee Director also agrees (i) that (a) the certificates representing such the shares of Stock purchased under the Option may bear such legend or legends as the Company deems appropriate in order to assure compliance with applicable securities laws, (bii) that the Company may refuse to register the transfer of such the shares of Stock purchased under the Option on the stock transfer records of the Company if such proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a violation of any applicable securities law and (ciii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of such the shares of StockStock purchased under the Option.

Status of Stock. Notwithstanding any other provision The Director understands that at the time of the execution of this Agreement, in Agreement the absence of an effective registration statement under the Securities Act, or an available exemption from registration under the Securities Act, for the issuance of shares of Stock in connection with any Award granted hereby, such issuance of shares of Stock will be delayed until registration of such shares of Stock is effective or an exemption from registration Restricted Shares have not been registered under the Securities Act is availableof 1933, as amended (the “Act”), or any state securities law, and that the Company does not currently intend to effect any such registration. The Company intends If requested to use its best efforts to ensure that no such delay will occur. In do so by the event exemption from registration under the Securities Act is available, Employee (or, in the case of the Stock OptionCompany, the person permitted to exercise the Stock Option in accordance with the terms of this Agreement)), if requested by the Company to do so, Director will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Employee The Director agrees that the Restricted Shares are being acquired by the Director for investment without a view to distribution, within the meaning of the Act, and shall not be sold, transferred, assigned, pledged or hypothecated in the absence of an effective registration statement for the shares under the Act and applicable state securities laws or an applicable exemption from the registration requirements of Stock the Act and any applicable state securities laws. The Director also agrees that Employee may acquire in connection with any Award the Restricted Shares will not be sold or otherwise disposed of in any manner that which would constitute a violation of any applicable federal or state securities laws. Employee also In addition, the Director agrees that (ai) the certificates representing such shares of Stock the Restricted Shares may bear such legend or legends as the Company deems appropriate in order to reflect the Forfeiture Restrictions and to assure compliance with applicable securities laws, (bii) the Company may refuse to register the transfer of such shares of Stock the Restricted Shares on the stock transfer records of the Company if such proposed transfer wouldwould constitute a violation of the Forfeiture Restrictions or, in the opinion of counsel satisfactory to the Company, constitute a violation of any applicable securities law law, and (ciii) the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of such shares of Stockthe Restricted Shares.

Status of Stock. Notwithstanding The Company shall not be obligated to issue any other provision Stock pursuant to any Option at any time, when the offering of this Agreement, in the absence of an effective registration statement under the Securities Act, or an available exemption from registration under the Securities Act, for the issuance of shares of Stock in connection with any Award granted hereby, covered by such issuance of shares of Stock will be delayed until registration of such shares of Stock is effective or an exemption from registration Option has not been registered under the Securities Act of 1933, as amended (the "Act") and such other country, federal or state laws, rules or regulations as the Company deems applicable and, in the opinion of legal counsel for the Company, there is availableno exemption from the registration. The Company intends to use its best efforts to ensure that no such delay will occur. In the event exemption from registration under the Securities Act is availableavailable upon an exercise of this Option, Employee (or, in the case of the Stock Option, or the person permitted to exercise the Stock this Option in accordance with the terms event of this Agreement)Employee's death or incapacity), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Employee agrees that the shares of Stock that which Employee may acquire in connection with any Award by exercising this Option will not be sold or otherwise disposed of in any manner that which would constitute a violation of any applicable securities laws, whether federal or state. Employee also agrees (i) that (a) the certificates representing such the shares of Stock purchased under this Option may bear such legend or legends as the Company deems appropriate in order to assure compliance with applicable securities laws, (bii) that the Company may refuse to register the transfer of such the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would, would in the opinion of counsel satisfactory to the Company, Company constitute a violation of any applicable securities law and (ciii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of such shares of Stockthe Stock purchased under this Option.

Status of Stock. Notwithstanding The Employee shall have the right to require that any other provision of Restricted Shares received under this Agreement, in as they become free of any Forfeiture Restrictions, be registered for sale at the absence expense of an effective registration statement under the Securities Act, or an available exemption from registration under Company with the Securities Act, for the issuance use of shares of Stock in connection with any Award granted hereby, such issuance of shares of Stock will be delayed until registration of such shares of Stock is effective or an exemption from registration a "shelf registration" under the Securities Act is available. The Company intends of 1933, as amended, to use its best efforts to ensure that no remain effective until such delay will occur. In the event exemption from registration Restricted Shares are disposed of, become freely tradeable without restrictions under the Securities Act is availableregistration provisions of securities law, Employee (or, or may be sold in the case of the Stock Option, the person permitted to exercise the Stock Option one transaction in accordance with the terms of this Agreement)), if requested Rule 144 promulgated by the Company to do so, will execute Securities and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities lawsExchange Commission. The Employee agrees that the shares of Stock that Employee may acquire in connection with any Award Restricted Shares issued under this Agreement will not be sold or otherwise disposed of in any manner that which would constitute a violation of any applicable federal or state securities laws. The Employee also agrees that (ai) the certificates representing such shares of Stock the Restricted Shares may bear such legend or legends as the Company Committee deems appropriate in order to reflect the Forfeiture Restrictions and to assure compliance with applicable securities laws, (bii) the Company may refuse to register the transfer of such shares of Stock the Restricted Shares on the stock transfer records of the Company if such proposed transfer wouldwould constitute a violation of the Forfeiture Restrictions or, in the opinion of counsel satisfactory to the Company, constitute a violation of any applicable securities law law, and (ciii) the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of such shares of Stockthe Restricted Shares.

Status of Stock. Notwithstanding any other provision The Employee understands that at the time of the execution of this Agreement, in Agreement the absence of an effective registration statement under the Securities Act, or an available exemption from registration under the Securities Act, for the issuance of shares of Stock in connection with any Award granted hereby, such issuance of shares of Stock will be delayed until registration of such shares of Stock is effective or an exemption from registration Restricted Shares have not been registered under the Securities Act is availableof 1933, as amended (the “Act”), or any state securities law, and that the Company does not currently intend to effect any such registration. The Company intends If requested to use its best efforts to ensure that no such delay will occur. In do so by the event exemption from registration under the Securities Act is available, Employee (or, in the case of the Stock OptionCompany, the person permitted to exercise the Stock Option in accordance with the terms of this Agreement)), if requested by the Company to do so, Employee will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. The Employee agrees that the Restricted Shares are being acquired by the Employee for investment without a view to distribution, within the meaning of the Act, and shall not be sold, transferred, assigned, pledged or hypothecated in the absence of an effective registration statement for the shares under the Act and applicable state securities laws or an applicable exemption from the registration requirements of Stock the Act and any applicable state securities laws. The Employee also agrees that Employee may acquire in connection with any Award the Restricted Shares will not be sold or otherwise disposed of in any manner that which would constitute a violation of any applicable federal or state securities laws. In addition, the Employee also agrees that (ai) the certificates representing such shares of Stock the Restricted Shares may bear such legend or legends as the Company deems appropriate in order to reflect the Forfeiture Restrictions and to assure compliance with applicable securities laws, (bii) the Company may refuse to register the transfer of such shares of Stock the Restricted Shares on the stock transfer records of the Company if such proposed transfer wouldwould constitute a violation of the Forfeiture Restrictions or, in the opinion of counsel satisfactory to the Company, constitute a violation of any applicable securities law law, and (ciii) the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of such shares of Stockthe Restricted Shares.

Status of Stock. Notwithstanding any other provision of this Agreement, in the absence of an effective registration statement for issuance under the Securities Act of 1933, as amended (the "Act"), of the shares of Stock acquirable upon exercise of this Option, or an available exemption from registration under the Securities Act, for the issuance of shares of Stock in connection with any Award granted hereby, such issuance acquirable upon exercise of shares of Stock this Option will be delayed until registration of such shares of Stock is effective or an exemption from registration under the Securities Act is available. The Company intends to use its best efforts to ensure that no such delay will occur. In the event exemption from registration under the Securities Act is available, Employee (or, in the case available upon an exercise of the Stock this Option, Director (or the person permitted to exercise the Stock this Option in accordance with the terms event of this Agreement)Director's death or incapacity), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Employee Director agrees that the shares of Stock that Employee which Director may acquire in connection with any Award by exercising this Option will not be sold or otherwise disposed of in any manner that which would constitute a violation of any applicable securities laws, whether federal or state. Employee Director also agrees (i) that (a) the certificates representing such the shares of Stock purchased under this Option may bear such legend or legends as the Company deems appropriate in order to assure compliance with applicable securities laws, (bii) that the Company may refuse to register the transfer of such the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would, would in the opinion of counsel satisfactory to the Company, Company constitute a violation of any applicable securities law and (ciii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of such the shares of StockStock purchased under this Option.

Status of Stock. Notwithstanding The Employee shall have the right to require that any other provision of Restricted Shares received under this Agreement, in as they become free of any Forfeiture Restrictions, be registered for sale at the absence expense of an effective registration statement under the Securities Act, or an available exemption from registration under Company with the Securities Act, for the issuance use of shares of Stock in connection with any Award granted hereby, such issuance of shares of Stock will be delayed until registration of such shares of Stock is effective or an exemption from registration a "shelf registration" under the Securities Act is available. The Company intends of 1933, as amended, to use its best efforts to ensure that no remain effective until such delay will occur. In the event exemption from registration Restricted Shares are disposed of, become freely tradable without restrictions under the Securities Act is availableregistration provisions of securities law, Employee (or, or may be sold in the case of the Stock Option, the person permitted to exercise the Stock Option one transaction in accordance with the terms of this Agreement)), if requested Rule 144 promulgated by the Company to do so, will execute Securities and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities lawsExchange Commission. The Employee agrees that the shares of Stock that Employee may acquire in connection with any Award Restricted Shares issued under this Agreement will not be sold or otherwise disposed of in any manner that which would constitute a violation of any applicable federal or state securities laws. The Employee also agrees that (ai) the certificates representing such shares of Stock the Restricted Shares may bear such legend or legends as the Company Committee deems appropriate in order to reflect the Forfeiture Restrictions and to assure compliance with applicable securities laws, (bii) the Company may refuse to register the transfer of such shares of Stock the Restricted Shares on the stock transfer records of the Company if such proposed transfer wouldwould constitute a violation of the Forfeiture Restrictions or, in the opinion of counsel satisfactory to the Company, constitute a violation of any applicable securities law law, and (ciii) the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of such shares of Stockthe Restricted Shares.

Status of Stock. Notwithstanding The Company shall not be obligated to issue any other provision Stock pursuant to any Option at any time, when the offering of this Agreement, in the absence of an effective registration statement under the Securities Act, or an available exemption from registration under the Securities Act, for the issuance of shares of Stock in connection with any Award granted hereby, covered by such issuance of shares of Stock will be delayed until registration of such shares of Stock is effective or an exemption from registration Option has not been registered under the Securities Act of 1933, as amended (the “Act”) and such other country, federal or state laws, rules or regulations as the Company deems applicable and, in the opinion of legal counsel for the Company, there is available. no exemption from the registration The Company intends to use its best efforts to ensure that no such delay will occur. In the event exemption from registration under the Securities Act is availableavailable upon an exercise of this Option, Employee (or, in the case of the Stock Option, or the person permitted to exercise the Stock this Option in accordance with the terms event of this Agreement)Employee’s death or incapacity), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Employee agrees that the shares of Stock that which Employee may acquire in connection with any Award by exercising this Option will not be sold or otherwise disposed of in any manner that which would constitute a violation of any applicable securities laws, whether federal or state. Employee also agrees (i) that (a) the certificates representing such the shares of Stock purchased under this Option may bear such legend or legends as the Company deems appropriate in order to assure compliance with applicable securities laws, (bii) that the Company may refuse to register the transfer of such the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would, would in the opinion of counsel satisfactory to the Company, Company constitute a violation of any applicable securities law and (ciii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of such shares the Stock of StockStock purchased under this Option.