Common use of Violation of Law Clause in Contracts

Violation of Law. Notwithstanding any other provision of the Plan or the relevant Option Agreement, if, at any time, in the reasonable opinion of the Company, the issuance of shares of Common Stock covered by an Option may constitute a violation of law, then the Company may delay such issuance and the delivery of a certificate for such shares until (i) approval shall have been obtained from such governmental agencies, other than the Securities and Exchange Commission, as may be required under any applicable law, rule, or regulation and (ii) in the case where such issuance would constitute a violation of a law administered by or a regulation of the Securities and Exchange Commission, one of the following conditions shall have been satisfied: (a) the shares are at the time of the issue of such shares effectively registered under the Securities Act; or (b) the Company shall have determined, on such basis as it deems appropriate (including an opinion of counsel in form and substance satisfactory to the Company) that the sale, transfer, assignment, pledge, encumbrance or other disposition of such shares or such beneficial interest, as the case may be, does not require registration under the Securities Act or any applicable state securities laws.

Appears in 5 contracts

Samples: Incentive Stock Option Agreement (Body Central Acquisition Corp), Incentive Stock Option Agreement (Body Central Acquisition Corp), Incentive Stock Option Agreement (Body Central Acquisition Corp)

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Violation of Law. Notwithstanding any other provision of the Plan or the relevant Option Award Agreement, if, at any time, in the reasonable opinion of the Company, the issuance of shares of Common Stock covered by an Option Award may constitute a violation of law, then the Company may delay such issuance and the delivery of a certificate for such shares until (i) approval shall have been obtained from such governmental agencies, other than the Securities and Exchange Commission, as may be required under any applicable law, rule, or regulation and (ii) in the case where such issuance would constitute a violation of a law administered by by, or a regulation of of, the Securities and Exchange Commission, one of the following conditions shall have been satisfied: (a) the shares are at the time of the issue of such shares effectively registered under the Securities ActAct of 1933, as amended; or (b) the Company shall have determined, on such basis as it deems appropriate (including an opinion of counsel in form and substance satisfactory to the Company) that the sale, transfer, assignment, pledge, encumbrance or other disposition of such shares or such beneficial interest, as the case may be, does not require registration under the Securities Act of 1933, as amended, or any applicable state State securities laws. The Company shall make all reasonable efforts to bring about the occurrence of said events.

Appears in 5 contracts

Samples: Stock Option Agreement (Netlist Inc), Stock Option Agreement (Netlist Inc), Stock Option Agreement (Netlist Inc)

Violation of Law. Notwithstanding any other provision of the Plan General Terms or the relevant Option Award Agreement, if, at any time, in the reasonable opinion of the Company, the issuance of shares of Common Stock covered by an Option Award may constitute a violation of law, then the Company may delay such issuance and the delivery of a certificate for such shares until (i) approval shall have been obtained from such governmental agencies, other than the Securities and Exchange Commission, as may be required under any applicable law, rule, or regulation and (ii) in the case where such issuance would constitute a violation of a law administered by or a regulation of the Securities and Exchange Commission, one of the following conditions shall have been satisfied: (a) the shares are at the time of the issue of such shares effectively registered under the Securities Act; or (b) the Company shall have determined, on such basis as it deems appropriate (including an opinion of counsel in form and substance satisfactory to the Company) that the sale, transfer, assignment, pledge, encumbrance or other disposition of such shares or such beneficial interest, as the case may be, does not require registration under the Securities Act or any applicable state State securities laws.. The Company shall make all reasonable efforts to bring about the occurrence of said events

Appears in 3 contracts

Samples: New Employee Stock Option Agreement (Broadcom Corp), Restricted Stock Unit Award Agreement (Netlogic Microsystems Inc), New Employee Stock Option Agreement (Netlogic Microsystems Inc)

Violation of Law. Notwithstanding any other provision of the Plan or the relevant Option Award Agreement, if, at any time, in the reasonable opinion of the Company, the issuance of shares of Common Stock covered by an Option Award may constitute a violation of law, then the Company may delay such issuance and the delivery of a certificate for such shares until (i) approval shall have been obtained from such governmental agencies, other than the Securities and Exchange Commission, as may be required under any applicable law, rule, or regulation and (ii) in the case where such issuance would constitute a violation of a law administered by or a regulation of the Securities and Exchange Commission, one of the following conditions shall have been satisfied: (a) the shares are at the time of the issue of such shares effectively registered under the Securities Act; or (b) the Company shall have determined, on such basis as it deems appropriate (including an opinion of counsel in form and substance satisfactory to the Company) that the sale, transfer, assignment, pledge, encumbrance or other disposition of such shares or such beneficial interest, as the case may be, does not require registration under the Securities Act or any applicable state securities laws.

Appears in 2 contracts

Samples: Restricted Stock Unit Agreement (Acme Packet Inc), Restricted Stock Unit Agreement (Acme Packet Inc)

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Violation of Law. Notwithstanding any other provision of the Plan or the relevant Option Agreementhereunder, if, at any time, in the reasonable opinion of the Company, the issuance of shares of Common Stock covered by an subject to the Option may constitute a violation of law, then the Company may delay such issuance and the delivery of a certificate for such shares until (i) approval shall have been obtained from such governmental agencies, other than the Securities and Exchange CommissionCommission (the "SEC"), as may be required under any applicable law, rule, or regulation and (ii) in the case where such issuance would constitute a violation of a law administered by or a regulation of the Securities and Exchange CommissionSEC, one of the following conditions shall have been satisfied: (aA) the shares are at the time of the issue of such shares effectively registered under the Securities Act of 1933, as amended (the "Act"); or (bB) the Company shall have determined, on such basis as it deems appropriate (including an opinion of counsel in form and substance satisfactory to the Company) that the sale, transfer, assignment, pledge, encumbrance or other disposition of such shares or such beneficial interest, as the case may be, does not require registration under the Securities Act or any applicable state securities laws.

Appears in 1 contract

Samples: 2007 Special Stock Option Plan and Agreement (Access Pharmaceuticals Inc)

Violation of Law. Notwithstanding any other provision of the Plan or the relevant Option Award Agreement, if, at any time, in the reasonable opinion of the Company, the issuance of shares of Common Stock covered by an Option Award may constitute a violation of law, then the Company may delay such issuance and the delivery of a certificate or book entry for such shares until (i) approval shall have been obtained from such governmental agencies, other than the Securities and Exchange Commission, as may be required under any applicable law, rule, or regulation and (ii) in the case where such issuance would constitute a violation of a law administered by or a regulation of the Securities and Exchange Commission, one of the following conditions shall have been satisfied: (a) the shares of Stock are at the time of the issue of such shares effectively registered under the Securities ActAct of 1933, as amended; or (b) the Company shall have determined, on such basis as it deems appropriate (including an opinion of counsel in form and substance satisfactory to the Company) that the sale, transfer, assignment, pledge, encumbrance or other disposition of such shares or such beneficial interest, as the case may be, does not require registration under the Securities Act of 1933, as amended or any applicable state State securities laws. The Company shall make all reasonable efforts to bring about the occurrence of said events.

Appears in 1 contract

Samples: Stock Option Agreement (Radius Health, Inc.)

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