Common use of Understanding of the Nature of the Option Shares Clause in Contracts

Understanding of the Nature of the Option Shares. The Optionee understands and agrees that: A. Other than as reflected herein or in the Stockholders Agreement, there can be no assurance that the Option Shares will be registered under the Securities Act or any state securities laws and if they are not so registered, they will only be issued and sold in reliance upon certain exemptions contained in the Securities Act and applicable state securities laws, and the representations and warranties of the Optionee contained herein, which will have to be renewed as to the Option Shares at the times of exercise of the Option, are essential to any claim of exemption by the Company under the Securities Act and such state laws. It is understood that the Company’s intent is that the purchase of the Option Shares pursuant to an exercise of the Option be covered by Rule 701 under the Securities Act; provided that the Company may determine at time of the exercise of the Option that another exemption from registration applies to such exercise; B. If the Option Shares are not so registered, the Option Shares will be “restricted securities” as that term is defined in Rule 144 promulgated under the Securities Act; C. The Option cannot be exercised and the Option Shares will not be sold to the Optionee and the Optionee cannot resell or transfer the Option Shares without registration under the Securities Act and applicable state securities laws unless the Company receives an opinion of counsel acceptable to it (as to both counsel and the opinion) that such registration is not necessary, the cost of such opinion to be borne by the Company; D. Only the Company can register the Option Shares under the Securities Act and applicable state securities laws; E. Other than as provided in the Stockholders Agreement and Section 2(i) hereof, the Company has not made any representations to the Optionee that the Company will register the Option Shares under the Securities Act or any applicable state securities laws, or with respect to compliance with any exemption therefrom; F. The Optionee is aware of the conditions for the Optionee’s obtaining an exemption for the resale of the Option Shares under the Securities Act and any applicable state securities laws; and G. The Company may, from time to time, make stop transfer notations in its transfer records to ensure compliance with the Securities Act and any applicable state securities laws, and any additional restrictions imposed by state securities administrators.

Understanding of the Nature of the Option Shares. The Optionee understands and agrees that: A. Other than as reflected herein or in the Stockholders Agreement, there can be no assurance that the Option Shares will be registered under the Securities Act or any state securities laws and if they are not so registered, they will only be issued and sold in reliance upon certain exemptions contained in the Securities Act and applicable state securities laws, and the representations and warranties of the Optionee contained herein, which will have to be renewed as to the Option Shares at the times of exercise of the Option, are essential to any claim of exemption by the Company under the Securities Act and such state laws. It is understood that the Company’s intent is that the purchase of the Option Shares pursuant to an exercise of the Option not be covered by Rule 701 under the Securities Act, and that another exemption, if necessary, will need to be found in respect of the exercise of the Option; provided that the Company may determine at time of the exercise of the Option (which determination must be in writing) that another exemption from registration applies Rule 701 does apply to such exercise; B. If the Option Shares are not so registered, the Option Shares will be “restricted securities” as that term is defined in Rule 144 promulgated under the Securities Act; C. The Option cannot be exercised and the Option Shares will not be sold to the Optionee and the Optionee cannot resell or transfer the Option Shares without registration under the Securities Act and applicable state securities laws unless the Company receives an opinion of counsel acceptable to it (as to both counsel and the opinion) that such registration is not necessary, the cost of such opinion to be borne by the Company; D. Only the Company can register the Option Shares under the Securities Act and applicable state securities laws; E. Other than as provided in the Stockholders Agreement and Section 2(i) hereof, the Company has not made any representations to the Optionee that the Company will register the Option Shares under the Securities Act or any applicable state securities laws, or with respect to compliance with any exemption therefrom; F. The Optionee is aware of the conditions for the Optionee’s obtaining an exemption for the resale of the Option Shares under the Securities Act and any applicable state securities laws; and G. The Company may, from time to time, make stop transfer notations in its transfer records to ensure compliance with the Securities Act and any applicable state securities laws, and any additional restrictions imposed by state securities administrators.

Understanding of the Nature of the Option Shares. The Optionee understands and agrees that: A. Other than as reflected herein or in the Stockholders Agreement, Agreement there can be no assurance that the Option Shares will be registered under the Securities Act or any state securities laws and if they are not so registered, they will only be issued and sold in reliance upon certain exemptions contained in the Securities Act and applicable state securities laws, and the representations and warranties of the Optionee contained herein, which will have to be renewed as to the Option Shares at the times of exercise of the Option, are essential to any claim of exemption by the Company under the Securities Act and such state laws. It is understood that the Company’s intent is that the purchase of the Option Shares pursuant to an exercise of the Option not be covered by Rule 701 under the Securities Act, and that another exemption, if necessary, will need to be found in respect of the exercise of the Option; provided that the Company may determine at time of the exercise of the Option (which determination must be in writing) that another exemption from registration applies Rule 701 does apply to such exercise; B. If the Option Shares are not so registered, the Option Shares will be “restricted securities” as that term is defined in Rule 144 promulgated under the Securities Act; C. The Option cannot be exercised and the Option Shares will not be sold to the Optionee and the Optionee cannot resell or transfer the Option Shares without registration under the Securities Act and applicable state securities laws unless the Company receives an opinion of counsel acceptable to it (as to both counsel and the opinion) that such registration is not necessary, the cost of such opinion to be borne by the Company; D. Only the Company can register the Option Shares under the Securities Act and applicable state securities laws; E. Other than as provided in the Stockholders Agreement and Section 2(i) hereof, the Company has not made any representations to the Optionee that the Company will register the Option Shares under the Securities Act or any applicable state securities laws, or with respect to compliance with any exemption therefrom; F. The Optionee is aware of the conditions for the Optionee’s obtaining an exemption for the resale of the Option Shares under the Securities Act and any applicable state securities laws; and G. The Company may, from time to time, make stop transfer notations in its transfer records to ensure compliance with the Securities Act and any applicable state securities laws, and any additional restrictions imposed by state securities administrators.

Understanding of the Nature of the Option Shares. The Optionee understands and agrees that: A. Other than as reflected herein or in the Stockholders Agreement, there can be no assurance that the Option Shares will be registered under the Securities Act or any state securities laws and if they are not so registered, they will only be issued and sold in reliance upon certain exemptions contained in the Securities Act and applicable state securities laws, and the representations and warranties of the Optionee contained herein, which will have to be renewed as to the Option Shares at the times of exercise of the Option, are essential to any claim of exemption by the Company under the Securities Act and such state laws. It is understood that the Company’s 's intent is that the purchase of the Option Shares pursuant to an exercise of the Option NOT be covered by Rule 701 under the Securities Act, and that another exemption, if necessary, will need to be found in respect of the exercise of the Option; provided that the Company may determine at time of the exercise of the Option (which determination must be in writing) that another exemption from registration applies Rule 701 does apply to such exercise; B. If the Option Shares are not so registered, the Option Shares will be “"restricted securities” " as that term is defined in Rule 144 promulgated under the Securities Act; C. The Option cannot be exercised and the Option Shares will not be sold to the Optionee and the Optionee cannot resell or transfer the Option Shares without registration under the Securities Act and applicable state securities laws unless the Company receives an opinion of counsel acceptable to it (as to both counsel and the opinion) that such registration is not necessary, the cost of such opinion to be borne by the Company; D. Only the Company can register the Option Shares under the Securities Act and applicable state securities laws; E. Other than as provided in the Stockholders Agreement and Section 2(i) hereof, the Company has not made any representations to the Optionee that the Company will register the Option Shares under the Securities Act or any applicable state securities laws, or with respect to compliance with any exemption therefrom; F. The Optionee is aware of the conditions for the Optionee’s 's obtaining an exemption for the resale of the Option Shares under the Securities Act and any applicable state securities laws; and G. The Company may, from time to time, make stop transfer notations in its transfer records to ensure compliance with the Securities Act and any applicable state securities laws, and any additional restrictions imposed by state securities administrators.