Common use of Agreement to Refrain from Resales Clause in Contracts

Agreement to Refrain from Resales. The Optionee agrees that, notwithstanding any provision hereof or in the Plan to the contrary, the Optionee shall in no event make any disposition of all or any part of or interest in the Shares and that such Shares shall not be encumbered, pledged, hypothecated, sold or transferred by the Optionee nor shall the Optionee receive any consideration for such Shares or for any interest therein from any person, unless and until prior to any proposed transfer, encumbrance, disposition, pledge, hypothecation or sale of any Shares, either (1) a registration statement on form S-1 or S-8 (or any other form replacing such form or appropriate for the purpose under the Act) with respect to such shares proposed to be transferred or otherwise disposed of shall be then effective or (2) (i) the Optionee shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, (ii) the Optionee shall have furnished the Company with an opinion of counsel in form and substance satisfactory to the Company to the effect that such disposition will not require registration of any such Shares under the Act or qualification of any such shares under any other securities law, (iii) such opinion of counsel shall have been concurred in by counsel for the Company and (iv) the Company shall have advised the Optionee of such concurrence.

Agreement to Refrain from Resales. The Optionee agrees that, notwithstanding any provision hereof or in the Plan to the contrary, the Optionee shall in no event make any disposition of all or any part of or interest in the Shares and that such Shares shall not be encumbered, pledged, hypothecated, sold or transferred by the Optionee nor shall the Optionee receive any consideration for such Shares or for any interest therein from any person, unless and until prior to any proposed transfer, encumbrance, disposition, pledge, hypothecation or sale of any Shares, either (1) a registration statement on form S-1 or S-8 (or any other form replacing such form or appropriate for the purpose under the Securities Act) with respect to such shares proposed to be transferred or otherwise disposed of shall be then effective or (2) (i) the Optionee shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, (ii) the Optionee shall have furnished the Company with an opinion of counsel in form and substance satisfactory to the Company to the effect that such disposition will not require registration of any such Shares under the Securities Act or qualification of any such shares under any other securities law, (iii) such opinion of counsel shall have been concurred in by counsel for the Company and (iv) the Company shall have advised the Optionee of such concurrence.

Agreement to Refrain from Resales. The Optionee Without in any way qualifying Holder's representations delivered hereunder, Holder further agrees thatthat upon exercise of its rights hereunder, notwithstanding any provision hereof or in the Plan to the contrary, the Optionee Holder shall in no event make any disposition of all all, or any part of of, or interest in in, the Warrant Shares and that such Shares Holder shall not be encumberedencumber, pledgedpledge, hypothecatedhypothecate, sold sell or transferred by otherwise transfer the Optionee Warrant Shares nor shall the Optionee Holder receive any consideration for such the Warrant Shares or for any interest therein from any personPerson, unless and if Holder intends to dispose of the Warrant Shares hereunder, until prior to any proposed transfer, encumbrance, disposition, pledge, hypothecation or sale of any of the Warrant Shares, either (1a) a registration statement on form Form S-1 or S-8 (or any other form replacing such form or appropriate for the purpose such purpose) under the Act) Act with respect to such shares the Warrant Shares proposed to be transferred or otherwise disposed of shall then be then effective effective, or (2b) (i) the Optionee Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, (ii) the Optionee Holder shall have furnished the Company with an opinion of counsel in form inform and substance satisfactory to the Company to the effect that such disposition will not require the registration of any such of the Warrant Shares under the Act or qualification of any such shares the Warrant Shares under any other securities law, and (iii) counsel for the Company shall have concurred with such opinion of counsel shall have been concurred in by counsel for the Company and (iv) the Company shall have advised the Optionee and given notice to Holder of such concurrence.

Agreement to Refrain from Resales. The Optionee agrees that, notwithstanding any provision hereof or in the Plan to the contrary, the Optionee shall in no event make any disposition of all or any part of or interest in the Shares and that such Shares shall not be encumbered, pledged, hypothecated, sold or transferred by the Optionee nor shall the Optionee receive any consideration for such Shares or for any interest therein from any person, unless and until prior to any proposed transfer, encumbrance, disposition, pledge, hypothecation or sale of any Shares, either (1) a registration statement on form S-1 or S-8 (or any other form replacing such form or appropriate for the purpose under the Act) Act with respect to such shares proposed to be transferred or otherwise disposed of shall be then effective or (2) (i) the Optionee shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, (ii) the Optionee shall have furnished the Company with an opinion of counsel in form and substance satisfactory to the Company to the effect that such disposition will not require registration of any such Shares under the Act or qualification of any such shares under any other securities law, (iii) such opinion of counsel shall have been concurred in by counsel for the Company and (iv) the Company shall have advised the Optionee of such concurrence.

Agreement to Refrain from Resales. The Without in any way qualifying Optionee's representations delivered hereunder, Optionee further agrees thatthat upon exercise of its rights hereunder, notwithstanding any provision hereof or in the Plan to the contrary, the Optionee shall in no event make any disposition of all all, or any part of of, or interest in in, the Option Shares and that such Shares Optionee shall not be encumberedencumber, pledgedpledge, hypothecatedhypothecate, sold sell or transferred by otherwise transfer the Optionee Option Shares nor shall the Optionee receive any consideration for such the Option Shares or for any interest therein from any personPerson, unless and if Optionee intends to dispose of the Option Shares hereunder, until prior to any proposed transfer, encumbrance, disposition, pledge, hypothecation or sale of any of the Option Shares, either (1a) a registration statement on form Form S-1 or S-8 (or any other form replacing such form or appropriate for the purpose such purpose) under the Act) Act with respect to such shares the Option Shares proposed to be transferred or otherwise disposed of shall then be then effective effective, or (2b)(i) (i) the Optionee shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, (ii) the Optionee shall have furnished the Company with an opinion of counsel in form and substance satisfactory to the Company to the effect that such disposition will not require the registration of any such of the Option Shares under the Act or qualification of any such shares the Option Shares under any other securities law, (iiiand(iii) counsel for the Company shall have concurred with such opinion of counsel shall have been concurred in by counsel for the Company and (iv) the Company shall have advised the and given notice to Optionee of such concurrence.

Agreement to Refrain from Resales. The Without in any way qualifying Optionee's representations delivered hereunder, Optionee further agrees thatthat upon exercise of its rights hereunder, notwithstanding any provision hereof or in the Plan to the contrary, the Optionee shall in no event make any disposition of all all, or any part of of, or interest in in, the Option Shares and that such Shares Optionee shall not be encumberedencumber, pledgedpledge, hypothecatedhypothecate, sold sell or transferred by otherwise transfer the Optionee Option Shares nor shall the Optionee receive any consideration for such the Option Shares or for any interest therein from any personPerson, unless and if Optionee intends to dispose of the Option Shares hereunder, until prior to any proposed transfer, encumbrance, disposition, pledge, hypothecation or sale of any of the Option Shares, either (1a) a registration statement on form Form S-1 or S-8 (or any other form replacing such form or appropriate for the purpose such purpose) under the Act) Act with respect to such shares the Option Shares proposed to be transferred or otherwise disposed of shall then be then effective effective, or (2b) (i) the Optionee shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, (ii) the Optionee shall have furnished the Company with an opinion of counsel in form and substance satisfactory to the Company to the effect that such disposition will not require the registration of any such of the Option Shares under the Act or qualification of any such shares the Option Shares under any other securities law, and (iii) counsel for the Company shall have concurred with such opinion of counsel shall have been concurred in by counsel for the Company and (iv) the Company shall have advised the and given notice to Optionee of such concurrence.

Agreement to Refrain from Resales. The Optionee agrees that, notwithstanding any provision hereof or in the Plan to the contrary, the Optionee shall in no event make any disposition of all or any part of or interest in the Shares and that such Shares shall not be encumbered, pledged, hypothecated, sold or transferred by the Optionee nor shall the Optionee receive any consideration for such Shares or for any interest therein from any person, unless and until prior to any proposed transfer, encumbrance, disposition, pledge, hypothecation or sale of any Shares, either (1) a registration statement on form S-1 or S-8 (or any other form replacing such form or appropriate for the purpose under the ActSecurities Act of 1933, as amended) with respect to such shares proposed to be transferred or otherwise disposed of shall be then effective or (2) (i) the Optionee shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, (ii) the Optionee shall have furnished the Company with an opinion of counsel in form and substance satisfactory to the Company to the effect that such disposition will not require registration of any such Shares under the Act or qualification of any such shares under any other securities law, (iii) such opinion of counsel shall have been concurred in by counsel for the Company and (iv) the Company shall have advised the Optionee of such concurrence.

Agreement to Refrain from Resales. The Optionee agrees that, notwithstanding any provision hereof or in the Plan of this Agreement to the contrary, the Optionee shall in no event make any disposition of all or any part of or interest in the Shares and that such Shares shall not be encumbered, pledged, hypothecated, sold or transferred by the Optionee nor shall the Optionee receive any consideration for such Shares or for any interest therein from any person, unless and until prior to any proposed transfer, encumbrance, disposition, pledge, hypothecation or sale of any Shares, either either: (1) a registration statement on form Form S-1 or S-8 (or any other form replacing such form or appropriate for the purpose purpose) under the Securities Act of 1933, as amended (the "Act) "), with respect to such shares proposed to be transferred or otherwise disposed of shall be then effective effective; or (2) (i) the Optionee shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, (ii) the Optionee shall have furnished the Company with an opinion of counsel in form and substance satisfactory to the Company to the effect that such disposition will not require registration of any such Shares under the Act or qualification of any such shares Shares under any other securities law, (iii) such opinion of counsel shall have been concurred in by counsel for the Company and (iv) the Company shall have advised the Optionee of such concurrence.