Common use of Suspension of Exercisability Clause in Contracts

Suspension of Exercisability. If at any time the Company shall determine, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority, is necessary or desirable as a condition of the purchase of Shares hereunder, this option may not be exercised, in whole or in part, unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company. The Company shall make reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental authority. Notwithstanding anything else this Agreement, the Company reserves the right to impose other requirements on the Director’s participation in the Plan or on the option and any Shares acquired under the Plan to the extent the Company determines it is necessary or advisable in order to comply with applicable law or to facilitate the administration of the Plan and to require the Director to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. The Director understands that the laws of the country in which he/she is residing at the time of grant, vesting, and/or exercise of this option (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent exercise of this option or may subject the Director to additional procedural or regulatory requirements he/she is solely responsible for and will have to independently fulfill in relation to the exercise of the Option. Such restrictions, procedures, requirements, terms, and conditions may be set forth (but are not limited to those) in an appendix hereto, which constitutes part of this Agreement.

Suspension of Exercisability. If at any time the Company shall determine, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under the laws of any state country, state, province, city or federal lawother jurisdiction, or the consent or approval of any governmental regulatory authority, is necessary or desirable as a condition of the purchase exercise of Shares the option and Share issuance, given the cashless exercise restriction hereunder, this option may not be exercised, in whole or in part, unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company. The Company shall make reasonable efforts to meet the requirements of any such state laws of any country, state, province, city or federal law other jurisdiction or securities exchange and to obtain any such reasonably available and necessary consent or approval of any such governmental authority. Notwithstanding anything else The Company is not obligated, and will have no liability for, failure to issue or deliver any Shares upon exercise of this Agreementoption unless such issuance or delivery would comply with the applicable laws, with such compliance determined by the Company in consultation with its legal counsel. In addition, the Company reserves the right to impose other requirements on the Director’s participation in the Plan or on the exercise of this option and any Shares acquired under the Plan remains subject to the extent the Company determines it is necessary or advisable in order to comply with applicable law or to facilitate the administration terms of the Plan and to require Company’s xxxxxxx xxxxxxx policy. Furthermore, the Director to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. The Director Employee understands that the applicable laws of the country in which he/she the Employee is residing or working at the time of grant, vesting, and/or exercise of this option (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent exercise of this option option, and neither the Company nor any Subsidiary or may subject the Director to additional procedural or regulatory requirements he/she is solely responsible for and will have to independently fulfill Affiliate assumes any liability in relation to this option in such case. This option may not be exercised until such time as the Plan has been approved by the holders of capital stock of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such Shares would constitute a violation of any applicable laws, including any applicable U.S. federal or state securities laws or any other law or regulation. As a condition to the exercise of this option, the Option. Such restrictions, procedures, requirements, terms, Company may require the Employee to make any representation and conditions warranty to the Company as may be set forth (but are not limited required by the applicable laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to those) in an appendix heretothe Employee on the date on which this option is exercised with respect to such Shares, which constitutes part of this Agreementsubject to applicable laws.