Common use of Status of Stock Clause in Contracts

Status of Stock. With respect to the status of the Stock, at the time of execution of this Agreement you understand and agree to all of the following: (a) You understand that at the time of the execution of this Agreement the shares of Stock to be issued upon exercise of this Option have not been registered under the Act or any state securities law and that the Company does not currently intend to effect any such registration. In the event exemption from registration under the Act is available upon an exercise of this Option, you (or such other person permitted to exercise this Option if applicable), 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 ensure compliance with applicable securities laws. (b) You agree that the shares of Stock that you may acquire by exercising this Option will be acquired for investment without a view to distribution, within the meaning of the Act, and will 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 the Act and any applicable state securities laws. You also agree that the shares of Stock that you may acquire by exercising this 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. (c) You agree that (i) the Company may refuse to register the transfer of the shares of Stock purchased under this 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 (ii) the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Stock purchased under this Option.

Appears in 4 contracts

Samples: Stock Option Agreement (Mirna Therapeutics, Inc.), Stock Option Agreement (Mirna Therapeutics, Inc.), Stock Option Agreement (Orion Marine Group Inc)

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Status of Stock. With respect to the status of the Stock, at the time of execution of this Agreement you understand and agree to all of the following: (a) You understand that at the time of the execution of this Agreement the shares of Stock to be issued upon exercise of this Option have not been registered under the Act or any state securities law and that the Company does not currently intend to effect any such registration. In the event exemption from registration under the Act is available upon an exercise of this Option, you (or such other person permitted to exercise this Option if applicable), 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 ensure compliance with applicable securities laws. (b) You agree that the shares of Stock that you may acquire by exercising this Option will be acquired for investment without a view to distribution, within the meaning of the Act, and will 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 the Act and any applicable state securities laws. You also agree that the shares of Stock that you may acquire by exercising this 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. (c) You agree that (i1) the Company may refuse to register the transfer of the shares of Stock purchased under this 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 (ii2) the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Stock purchased under this Option.

Appears in 3 contracts

Samples: Stock Option Agreement (AYRO, Inc.), Stock Option Agreement (AYRO, Inc.), Stock Option Agreement (AYRO, Inc.)

Status of Stock. With respect The Company intends to register for issuance under the status Securities Act of 1933, as amended (the Stock, at the time of execution of this Agreement you understand and agree to all of the following: (a"Act") You understand that at the time of the execution of this Agreement the shares of Stock acquirable upon exercise of this Option, and to be issued keep such registration effective throughout the period this Option is exercisable. In the absence of such effective registration or an available exemption from registration under the Act, issuance of shares of Stock acquirable upon exercise of this Option have not been registered will be delayed until registration of such shares is effective or an exemption from registration under the Act or any state securities law and is available. The Company intends to use its best efforts to ensure that the Company does not currently intend to effect any no such registrationdelay will occur. In the event exemption from registration under the Act is available upon an exercise of this Option, you Employee (or such other the person permitted to exercise this Option if applicablein the event of 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 ensure assure compliance with applicable securities laws. (b) You agree . Employee agrees that the shares of Stock that you may acquire by exercising this Option will be acquired for investment without a view to distribution, within the meaning of the Act, and will 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 the Act and any applicable state securities laws. You also agree that the shares of Stock that you which Employee may acquire 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. (c) You agree that . Employee also agrees (i) that the certificates representing the shares of Stock purchased under this Option may bear such legend or legends as the Committee appointed by the Board of Directors of the Company to administer the Plan (the "Committee") deems appropriate in order to assure compliance with applicable securities laws, (ii) that the Company may refuse to register the transfer of the shares of Stock purchased under this 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 law, and (iiiii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Stock purchased under this Option.

Appears in 3 contracts

Samples: Nonstatutory Stock Option Agreement (Stone Energy Corp), Nonstatutory Stock Option Agreement (Stone Energy Corp), Nonstatutory Stock Option Agreement (Stone Energy Corp)

Status of Stock. With respect The Company intends to register for issuance under the status Securities Act of 1933, as amended (the Stock, at the time of execution of this Agreement you understand and agree to all of the following: (a“Securities Act”) You understand that at the time of the execution of this Agreement the shares of Stock acquirable upon exercise of this Option, and to be issued keep such registration effective throughout the period this Option is exercisable. In the absence of such effective registration or an available exemption from registration under the Securities Act, issuance of shares of Stock acquirable upon exercise of this Option have not been registered will be delayed until registration of such shares is effective or an exemption from registration under the Securities Act or any state securities law and is available. The Company intends to use its reasonable efforts to ensure that the Company does not currently intend to effect any no such registrationdelay will occur. In the event exemption from registration under the Securities Act is available upon an exercise of this Option, you Director (or such other the person permitted to exercise this Option if in the event of Director’s death or incapacity or a Permitted Transferee, as applicable), 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 ensure assure compliance with applicable securities laws. (b) You agree . Director agrees that the shares of Stock that you may acquire by exercising this Option will be acquired for investment without a view to distribution, within the meaning of the Act, and will 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 the Act and any applicable state securities laws. You also agree that the shares of Stock that you which Director may acquire by exercising this 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. Director also agrees that (i) the certificates representing the shares of Stock purchased under this Option may bear such legend or legends as the Committee deems appropriate in order to assure compliance with applicable securities laws, whether federal or state. (c) You agree that (iii) the Company may refuse to register the transfer of the shares of Stock purchased under this 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 law, and (iiiii) the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Stock purchased under this Option.

Appears in 2 contracts

Samples: Nonstatutory Stock Option Award Agreement (Spinnaker Exploration Co), Nonstatutory Stock Option Award Agreement (Spinnaker Exploration Co)

Status of Stock. With respect to the status of the Stock, at the time of execution of this Agreement you understand and agree to all of the following: (a) You understand that at the time of the execution of this Agreement the shares of Stock to be issued upon exercise of this the Option have not been registered under the Act or any state securities law and that the Company does not currently intend to effect any such registration. In the event exemption from registration under the Act is available upon an exercise of this the Option, you (or such other person permitted to exercise this the Option if applicable), 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 ensure compliance with applicable securities laws. (b) You agree that the shares of Stock that you may acquire by exercising this the Option will be acquired for investment without a view to distribution, within the meaning of the Act, and will 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 the Act and any applicable state securities laws. You also agree that the shares of Stock that you may acquire by exercising this 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. (c) You agree that (i) the Company may refuse to register the transfer of the shares of Stock purchased under this the 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 (ii) the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Stock purchased under this the Option.

Appears in 2 contracts

Samples: Stock Option Agreement (Spectral AI, Inc.), Stock Option Agreement (Spectral AI, Inc.)

Status of Stock. With respect The Company intends to register for issuance under the status Securities Act of 1933, as amended (the Stock, at the time of execution of this Agreement you understand and agree to all of the following: (a“Act”) You understand that at the time of the execution of this Agreement the shares of Stock to be issued acquirable upon exercise of this Option, and to keep such registration effective throughout the period this Option have not been registered is exercisable. In the absence of such effective registration or an available exemption from registration under the Act, issuance of shares of Stock acquirable upon exercise of the Option will be delayed until registration of such shares is effective or an exemption from registration under the Act or any state securities law and is available. The Company intends to use its reasonable efforts to ensure that the Company does not currently intend to effect any no such registrationdelay will occur. In the event exemption from registration under the Act is available upon an exercise of this Option, you Employee (or such other the person permitted to exercise this Option if applicablein the event of 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 ensure assuring compliance with applicable securities laws. (b) You agree . The Company shall incur no liability to Employee for failure to register the Stock or maintain the registration. Employee agrees that the shares of Stock that you Stock, which Employee may acquire by exercising this Option will be acquired for investment without a view to distributionOption, within the meaning of the Act, and will 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 the Act and any applicable state securities laws. You also agree that the shares of Stock that you may acquire by exercising this Option will not be sold or otherwise disposed of in any manner that manner, which would constitute a violation of any applicable securities laws, whether federal federal, or state. (c) You agree that . Employee also agrees (i) that the certificates representing the shares of Stock purchased under this Option may bear such legend or legends as the Committee deems appropriate in order to assure compliance with applicable securities laws, (ii) that the Company may refuse to register the transfer of the shares of Stock purchased under this 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 (iiiii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Stock purchased under this Option.

Appears in 1 contract

Samples: Nonqualified Stock Option Agreement (Rowan Companies Inc)

Status of Stock. With respect to the status of the Stock, at the time of execution of this Agreement you understand Agreement, Grantee understands and agree agrees to all of the following: (a) You understand Grantee understands that at the time of the execution of this Agreement the shares of Stock to be issued upon exercise of this Option have not been registered under the Act or any state securities law and that the Company does not currently intend to effect any such registration. In the event exemption from registration under the Act is available upon an exercise issuance of this Optionthe Restricted Shares, you (or such other person permitted to exercise this Option if applicable)Grantee, 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 ensure compliance with applicable securities laws. (b) You agree Grantee agrees that the shares of Stock that you may acquire by exercising Grantee acquires pursuant to this Option Agreement will be acquired for investment without a view to distribution, within the meaning of the Act, and will 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 the Act and any applicable state securities laws. You Grantee also agree agrees that the shares of Stock that you may acquire by exercising Grantee acquires pursuant to this Option Agreement 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. (c) You agree Grantee agrees that (i) the Company may refuse to register the transfer of the shares of Stock purchased under acquired pursuant to this Option Agreement 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 (ii) the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Stock purchased under acquired pursuant to this OptionAgreement.

Appears in 1 contract

Samples: Restricted Stock Agreement (Orion Marine Group Inc)

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Status of Stock. With respect to the status of the Stock, at the time of execution of this Agreement you understand and agree to all of the following: (a) You understand that at the time of the execution of this Agreement If the shares of Stock to be issued upon exercise of this Option have not been registered under the Securities Act or any state securities law and that the Company does not currently intend to effect any as of such registration. In date, then in the event exemption from registration under the Securities Act is available upon an exercise of this Option, you (or such other person permitted to exercise this Option if applicable), 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 ensure compliance with applicable securities laws. (b) You agree that the shares of Stock that you may acquire by exercising this Option will be acquired for investment without a view to distribution, within the meaning of the Securities Act, and will 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 the Securities Act and any applicable state securities laws. You also agree that the shares of Stock that you may acquire by exercising this 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. (c) You agree that (i) the Company may refuse to register the transfer of 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 the terms and provisions of any stockholder or investors’ rights agreement, Section 7(a) of the Plan, or any applicable securities law and (ii) the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Stock purchased under this Option.

Appears in 1 contract

Samples: Stock Option Agreement (Reata Pharmaceuticals Inc)

Status of Stock. With respect to the status of the Stock, at the time of execution of this Agreement you understand and agree to all of the following: (a) You understand that at the time of the execution of this Agreement Until the shares of Stock to be issued acquirable upon the exercise of this Option have not been registered for issuance under the Securities Act or any state securities law of 1933, as amended (the "Act"), the Company will not issue such shares unless the holder of this Option provides the Company with a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to the Company and satisfactory in form and substance to the Company's counsel, to the effect that the Company does not currently intend proposed issuance of such shares to effect any such registrationOption holder may be made without registration under the Act. In the event exemption from registration under the Act is available upon an exercise of this Option, you Employee (or such other the person permitted to exercise this Option if applicablein the event of Employee's death), 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 ensure assure compliance with applicable securities laws. (b) You agree . Employee agrees that the shares of Stock that you may acquire by exercising this Option will be acquired for investment without a view to distribution, within the meaning of the Act, and will 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 the Act and any applicable state securities laws. You also agree that the shares of Stock that you which Employee may acquire by exercising this Option will not be sold or otherwise disposed of in any manner that which would constitute a violation of any applicable federal, state, or foreign securities laws. Employee also agrees that (a) the certificates representing 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, whether federal or state. (c) You agree that (ib) the Company may refuse to register the transfer of the shares of Stock purchased under this 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 law, and (iic) the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Stock purchased under this Option.

Appears in 1 contract

Samples: Nonstatutory Stock Option Agreement (BMC Software Inc)

Status of Stock. With respect to The Company may, but shall not be obligated to, register for issuance under the status Securities Act of 1933, as amended (the Stock, at the time of execution of this Agreement you understand and agree to all of the following: (a"Act") You understand that at the time of the execution of this Agreement the shares of Stock to be issued acquirable upon exercise of this Option. In the absence of such effective registration or an available exemption from registration under the Act, issuance of shares of Stock acquirable upon exercise of this Option have not been registered will be delayed until registration of such shares is effective or an exemption from registration under the Act or any state securities law and that the Company does not currently intend to effect any such registrationis available. In the event exemption from registration under the Act is available upon an exercise of this Option, you Employee (or such other the person permitted to exercise this Option if applicablein the event of 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 in writing an agreement containing such provisions as the Company may require to ensure assure compliance with applicable securities laws. (b) You agree . Employee agrees that the shares of Stock that you may acquire by exercising this Option will be acquired for investment without a view to distribution, within the meaning of the Act, and will 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 the Act and any applicable state securities laws. You also agree that the shares of Stock that you which Employee may acquire 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. (c) You agree that . Employee also agrees (i) that the certificates representing the shares of Stock purchased under this Option may bear such legend or legends as the Committee deems appropriate in order to assure compliance with applicable securities laws, and (ii) that the Company may refuse to register the transfer of the shares of Stock purchased purchase under this Option on the stock transfer records of the Company if in such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any an applicable securities law laws and (iiiii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Stock purchased under this Option.

Appears in 1 contract

Samples: Incentive Stock Option Agreement (Santa Fe Energy Trust)

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