Common use of Stock Restrictions Clause in Contracts

Stock Restrictions. Optionee understands that at the time of the execution of this Option Agreement, the shares of the Stock issuable upon exercise of this Option have not been registered under the Securities Act of 1933, as amended (the "Act"), or under any state securities law, and that the Company currently does not intend to effect any such registration. Optionee agrees that the shares of the Stock which Optionee may acquire by exercising this Option shall be purchased by Optionee for investment without a view to distribution within the meaning of the Act, and shall not be sold, transferred, assigned, pledged, or hypothecated unless such transfer has been registered under the Act and applicable state securities laws, or the transfer duly qualifies for an applicable exemption from the registration requirements of the Act and any applicable state securities laws. In any event, Optionee agrees that the shares of the Stock which Optionee may acquire by exercising this Option shall not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable securities laws, whether federal or state. In addition, Optionee agrees that (i) the certificates representing the shares of the Stock purchased under this Option may bear such restrictive legend or legends as the Company's legal counsel deems appropriate in order to assure compliance with applicable securities laws, (ii) the Company may refuse to register the transfer of the shares of the 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 laws, and (iii) the Company may give related instructions to its transfer agent to stop registration of the transfer of the shares of Stock purchased under this Option.

Appears in 14 contracts

Samples: Director Stock Option Agreement (Uci Medical Affiliates Inc), Director Stock Option Agreement (Uci Medical Affiliates Inc), Director Stock Option Agreement (Uci Medical Affiliates Inc)

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Stock Restrictions. Optionee Option understands that at the time of the execution of this Option Agreement, the shares of the Stock issuable upon exercise of this Option have not been registered under the Securities Act of 1933, as amended (the "Act"), or under any state securities law, and that the Company currently does not intend to effect any such registration. Optionee agrees that the shares of the Stock which Optionee may acquire by exercising this Option shall be purchased by Optionee for investment without a view to distribution within the meaning of the Act, and shall not be sold, transferred, assigned, pledged, or hypothecated unless such transfer has been registered under the Act and applicable state securities laws, or the transfer duly qualifies for an applicable exemption from the registration requirements of the Act and any applicable state securities laws. In any event, Optionee agrees that the shares of the Stock which Optionee may acquire by exercising this Option shall not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable securities laws, whether federal or state. In addition, Optionee agrees that (i) the certificates representing the shares of the Stock purchased under this Option may bear such restrictive legend or legends as the Company's legal counsel deems appropriate in order to assure compliance with applicable securities laws, (ii) the Company may refuse to register the transfer of the shares of the 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 laws, and (iii) the Company may give related instructions to its transfer agent to stop registration of the transfer of the shares of Stock purchased under this Option.

Appears in 7 contracts

Samples: Employee Director Stock Option Agreement (Uci Medical Affiliates Inc), Non Employee Director Stock Option Agreement (Uci Medical Affiliates Inc), Director Stock Option Agreement (Uci Medical Affiliates Inc)

Stock Restrictions. Optionee Option understands that at the time of the execution of this Option Agreement, the shares of the Stock issuable upon exercise of this Option have not been registered under the Securities Act of 1933, as amended (the "Act"), or under any state securities law, and that the Company currently does not intend to effect any such registration. Optionee agrees that the shares of the Stock which Optionee may acquire by exercising this Option shall be purchased by Optionee for investment without a view to distribution within the meaning of the Act, and shall not be sold, transferred, assigned, pledged, or hypothecated unless such transfer has been registered under the Act and applicable state securities laws, or the transfer duly qualifies for an applicable exemption from the registration requirements of the Act and any applicable state securities laws. In any event, Optionee agrees that the shares of the Stock which Optionee may acquire by exercising this Option shall not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable securities laws, whether federal or state. In addition, Optionee agrees that (i) the certificates representing the shares of the Stock purchased under this Option may bear such restrictive 76 legend or legends as the Company's legal counsel deems appropriate in order to assure compliance with applicable securities laws, (ii) the Company may refuse to register the transfer of the shares of the 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 laws, and (iii) the Company may give related instructions to its transfer agent to stop registration of the transfer of the shares of Stock purchased under this Option.

Appears in 1 contract

Samples: Director Stock Option Agreement (Uci Medical Affiliates Inc)

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Stock Restrictions. Optionee understands Optionees understand that at the time of the execution of this Option Agreement, the shares of the Stock issuable upon exercise of this Option the Options have not been registered under the Securities Act of 1933, as amended (the "Act"), or under any state securities law, and that the Company ScanSource currently does not intend to effect any such registration. Optionee agrees Optionees agree that the shares of the Stock which Optionee they may acquire by exercising this Option the Options shall be purchased by Optionee Optionees for investment without a view to distribution within the meaning of the Act, and shall not be sold, transferred, assigned, pledged, or hypothecated unless such transfer has been registered under the Act and applicable state securities laws, or the transfer duly qualifies for an applicable exemption from the registration requirements of the Act and any applicable state securities laws. In any event, Optionee agrees Optionees agree that the shares of the Stock which Optionee each may acquire by exercising this Option the Options shall not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable securities laws, whether federal or state. In addition, Optionee agrees Optionees agree that (i) the certificates representing the shares of the Stock purchased under this Option the Options may bear such restrictive legend or legends as the Company's ScanSource’s legal counsel deems appropriate in order to assure compliance with applicable securities laws, (ii) the Company ScanSource may refuse to register the transfer of the shares of the Stock purchased under this Option the Options on the its stock transfer records of the Company if such proposed transfer would, in the opinion of counsel satisfactory to the Companycounsel, constitute a violation of any applicable securities laws, and (iii) the Company ScanSource may give related instructions to its transfer agent to stop registration of the transfer of the shares of Stock purchased under this the Option.

Appears in 1 contract

Samples: Stock Option Agreement (Scansource Inc)

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