Common use of Compliance with Legal Requirements Clause in Contracts

Compliance with Legal Requirements. (a) No Option Shares shall be issued or transferred pursuant to this Option Agreement unless and until all legal requirements applicable to such issuance or transfer have, in the opinion of counsel to the Company, been satisfied. Such requirements may include, but are not limited to, registering or qualifying such Option Shares under any state or federal law, satisfying any applicable law relating to the transfer of unregistered securities or demonstrating the availability of an exemption from applicable laws, placing a legend on the Option Shares to the effect that they were issued in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the "Act"), and may not be transferred other than in reliance upon Rule 144 or Rule 701 promulgated under the Act, if available, or upon another exemption from the Act, or obtaining the consent or approval of any governmental regulatory body.

Appears in 10 contracts

Samples: Stock Option Agreement (Corporate Executive Board Co), Stock Option Agreement (Corporate Executive Board Co), Stock Option Agreement (Corporate Executive Board Co)

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Compliance with Legal Requirements. (a) No Option Shares shall be issued or transferred pursuant to this Option Agreement unless and until all legal requirements applicable to such issuance or transfer have, in the opinion of counsel to the CompanyHoldings, been satisfied. Such requirements may include, but are not limited to, registering or qualifying such Option Shares under any state or federal law, satisfying any applicable law relating to the transfer of unregistered securities or demonstrating the availability of an exemption from applicable laws, placing a legend on the Option Shares to the effect that they were issued in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the "Act"), and --- may not be transferred other than in reliance upon Rule 144 or Rule 701 promulgated under the Act, if available, or upon another exemption from the Act, or obtaining the consent or approval of any governmental regulatory body.

Appears in 8 contracts

Samples: Stock Option Agreement (Iwo Holdings Inc), Stock Option Agreement (Independent Wireless One Corp), Stock Option Agreement (Independent Wireless One Corp)

Compliance with Legal Requirements. (a) No Option Shares shall be issued or transferred pursuant to this Option Agreement unless and until all legal requirements applicable to such issuance or transfer have, in the opinion of counsel to the Company, been satisfied. Such requirements may include, but are not limited to, registering or qualifying such Option Shares under any state or federal law, satisfying any applicable law relating to the transfer of unregistered securities or demonstrating the availability of an exemption from applicable laws, placing a legend on the Option Shares to the effect that they were issued in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the "Act"), and may not be transferred other than in reliance upon Rule 144 or Rule 701 promulgated under the Act, if available, or upon another exemption from the Act, or obtaining the consent or approval of any governmental regulatory body.

Appears in 7 contracts

Samples: Stock Option Agreement (Werner Holding Co Inc /Pa/), Stock Option Agreement (Acorn Products Inc), Stock Option Agreement (Werner Holding Co Inc /Pa/)

Compliance with Legal Requirements. (a) No Option Shares shall be issued or transferred pursuant to this Option Agreement unless and until all legal requirements applicable to such issuance or transfer have, in the opinion of counsel to the Company, been satisfied. Such requirements may include, but are not limited to, registering or qualifying such Option Shares under any state or federal law, satisfying any applicable law relating to the transfer of unregistered securities or demonstrating the availability of an exemption from applicable laws, placing a legend on the Option Shares to the effect that they were issued in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the "Act"), and may not be transferred other than in reliance upon Rule 144 or Rule 701 promulgated under the Act, if available, or upon another exemption from the Act, or obtaining the consent or approval of any governmental regulatory body.

Appears in 6 contracts

Samples: Rollover Stock Option Agreement (Texas Market Tire, Inc.), Stock Option Agreement (American Tire Distributors Holdings, Inc.), Rollover Stock Option Agreement (Texas Market Tire, Inc.)

Compliance with Legal Requirements. (a) No Option Shares shall be issued or transferred pursuant to this Option Agreement unless and until all legal requirements applicable to such issuance or transfer have, in the opinion of counsel to the Company, been satisfied. Such requirements may include, but are not limited to, registering or qualifying such Option Shares under any state or federal law, satisfying any applicable law relating to the transfer of unregistered securities or demonstrating the availability of an exemption from applicable laws, placing a legend on the Option Shares to the effect that they were issued in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the "Act"), and may not be transferred other than in reliance upon Rule 144 or Rule 701 promulgated under the Act, if available, or upon another exemption from the Act, or obtaining the consent or approval of any governmental regulatory body.

Appears in 5 contracts

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

Compliance with Legal Requirements. (a) No Option Shares shall be issued or transferred pursuant to this Option Agreement unless and until all legal requirements applicable to such issuance or transfer have, in the opinion of counsel to the CompanyHoldings, been satisfied. Such requirements may include, but are not limited to, registering or qualifying such Option Shares under any state or federal law, satisfying any applicable law relating to the transfer of unregistered securities or demonstrating the availability of an exemption from applicable laws, placing a legend on the Option Shares to the effect that they were issued in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the "Act"), and may not be transferred other than in reliance upon Rule 144 or Rule 701 promulgated under the Act, if available, or upon another exemption from the Act, or obtaining the consent or approval of any governmental regulatory body.

Appears in 2 contracts

Samples: Stock Option Agreement (Independent Wireless One Corp), Stock Option Agreement (Us Unwired Inc)

Compliance with Legal Requirements. (a) No Option Shares shall be issued or transferred pursuant to this Option Agreement unless and until all legal requirements applicable to such issuance or transfer have, in the opinion of counsel to Stratus Holdings and the Company, been satisfied. Such requirements may include, but are not limited to, registering or qualifying such Option Shares under any state or federal law, satisfying any applicable law relating to the transfer of unregistered securities or demonstrating the availability of an exemption from applicable laws, placing a legend on the Option Shares to the effect that they were issued in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the "Act"), and may not be transferred other than in reliance upon Rule 144 or Rule 701 promulgated under the Act, if available, or upon another exemption from the Act, or obtaining the consent or approval of any governmental regulatory body.

Appears in 2 contracts

Samples: Management Stock Option Agreement (Stratus Technologies International Sarl), Employee Stock Option Agreement (Stratus Technologies International Sarl)

Compliance with Legal Requirements. (a) No Option Shares shall be issued or transferred pursuant to this Option Agreement unless and until all legal requirements applicable to such issuance or transfer have, in the opinion of counsel to the Company, been satisfied. Such requirements may include, but are not limited to, registering or qualifying such Option Shares under any state or federal law, satisfying any applicable law relating to the transfer of unregistered securities or demonstrating the availability of an exemption from applicable laws, placing a legend on the Option Shares to the effect that they were issued in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the "Act"), and may not be transferred other than in reliance upon Rule 144 or Rule 701 promulgated under the Act, if available, or upon another exemption from the ActAct and applicable state or foreign securities laws, or obtaining the consent or approval of any governmental regulatory body.

Appears in 2 contracts

Samples: Stock Option Agreement (Gsi Group Inc), Stock Option Agreement (Gsi Group Inc)

Compliance with Legal Requirements. (a) No Option Shares shall be issued or transferred pursuant to this Option Agreement unless and until all legal requirements applicable to such issuance or transfer have, in the opinion of counsel to the CompanyHoldings, been satisfied. Such requirements may include, but are not limited to, registering or qualifying such Option Shares under any state or federal law, satisfying any applicable law relating to the transfer of unregistered securities or demonstrating the availability of an exemption from applicable laws, placing a legend on the Option Shares to the effect that they were issued in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the "Act"), and --- may not be transferred other than in reliance upon Rule 144 or Rule 701 promulgated under the Act, if available, or upon another exemption from the Act, or obtaining the consent or approval of any governmental regulatory body.

Appears in 1 contract

Samples: Stock Option Agreement (Iwo Holdings Inc)

Compliance with Legal Requirements. (a) No Option Shares shall be issued or transferred pursuant to this Option Agreement unless and until all legal requirements applicable to such issuance or transfer have, in the opinion of counsel to the CompanyHoldings, been satisfied. Such requirements may include, but are not limited to, registering or qualifying such Option Shares under any state or federal law, satisfying any applicable law relating to the transfer of unregistered securities or demonstrating the availability of an exemption from applicable laws, placing a legend on the Option Shares to the effect that they were issued in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the "Act"), and may not be transferred other than in reliance upon Rule 144 or Rule 701 promulgated under the Act, if available, or upon another exemption from the Actfact, or obtaining the consent or approval of any governmental regulatory body.

Appears in 1 contract

Samples: Stock Option Agreement (Us Unwired Inc)

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Compliance with Legal Requirements. (a) No Option Shares shall be issued or transferred pursuant to this Option Agreement unless and until all legal requirements applicable to such issuance or transfer have, in the opinion of counsel to the CompanyHoldings, been satisfied. Such requirements may include, but are not limited to, registering or qualifying such Option Shares under any state or federal law, satisfying any applicable law relating to the transfer of unregistered securities or demonstrating the availability of an exemption from applicable laws, placing a legend on the Option Shares to the effect that they were issued in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the "Act"), and may not be transferred other than in reliance upon Rule 144 or Rule --- 701 promulgated under the Act, if available, or upon another exemption from the Act, or obtaining the consent or approval of any governmental regulatory body.

Appears in 1 contract

Samples: Stock Option Agreement (Independent Wireless One Corp)

Compliance with Legal Requirements. (a) No Option Shares shall be issued or transferred pursuant to this Option Agreement unless and until all legal requirements applicable to such issuance or transfer have, in the reasonable opinion of counsel to the Company, been satisfied. Such requirements may include, but are not limited to, registering or qualifying such Option Shares under any state or federal law, satisfying any applicable law relating to the transfer of unregistered securities or demonstrating the availability of an exemption from applicable laws, placing a legend on the Option Shares to the effect that they were issued in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the "Act"), and may not be transferred other than in reliance upon Rule 144 or Rule 701 promulgated under the Act, if available, or upon another exemption from the Act, or obtaining the consent or approval of any governmental regulatory body.

Appears in 1 contract

Samples: Stock Option Agreement (Horace Mann Educators Corp /De/)

Compliance with Legal Requirements. (a) No Option Shares shall be issued or transferred pursuant to this Option Agreement unless and until all legal requirements applicable to such issuance or transfer have, in the reasonable opinion of counsel to the Company, been satisfied. Such requirements may include, but are not limited to, registering or qualifying such Option Shares under any state or federal law, satisfying any applicable law relating to the transfer of unregistered securities or demonstrating the availability of an exemption from applicable laws, placing a legend on the Option Shares to the effect that they were issued in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the "Act"), and may not be transferred other than in reliance upon Rule 144 or Rule 701 promulgated under the Act, if available, or upon another exemption from the Act, or obtaining the consent or approval of any governmental regulatory body.

Appears in 1 contract

Samples: Stock Option Agreement (Falcon Building Products Inc)

Compliance with Legal Requirements. (a) No Option Shares shall be he issued or transferred pursuant to this Option Agreement unless and until all legal requirements applicable to such issuance or transfer have, in the opinion of counsel to the Company, been satisfied. Such requirements may include, but are not limited to, registering or qualifying such Option Shares under any state or federal law, satisfying any applicable law relating to the transfer of unregistered securities or demonstrating the availability of an exemption from applicable laws, placing a legend on the Option Shares to the effect that they were issued in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the "Act"), and may not be transferred other than in reliance upon Rule 144 or Rule 701 promulgated under the Act, if available, or upon another exemption from the Act, or obtaining the consent or approval of any governmental regulatory body.

Appears in 1 contract

Samples: Stock Option Agreement (Corporate Executive Board Co)

Compliance with Legal Requirements. (a) No Option Shares shall be issued or transferred pursuant to this Option Agreement unless and until all legal requirements applicable to such issuance or transfer have, in the opinion of counsel to the CompanyHoldings, been satisfied. Such requirements may include, but are not limited to, registering or qualifying such Option Shares under any state or federal law, satisfying any applicable law relating to the transfer of unregistered securities or demonstrating the availability of an exemption from applicable laws, placing a legend on the Option Shares to the effect that they were issued in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the "Act"), and --- may not be transferred other than in reliance upon Rule 144 or Rule 701 promulgated under the Act, if available, or upon another exemption from the Actfact, or obtaining the consent or approval of any governmental regulatory body.

Appears in 1 contract

Samples: Stock Option Agreement (Iwo Holdings Inc)

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