Common use of Compliance with Securities and Other Laws Clause in Contracts

Compliance with Securities and Other Laws. As a condition to the exercise in whole or in part of the option granted hereby, each notice of exercise shall include a representation by the purchaser that such purchaser intends to acquire the shares of Common Stock specified therein for investment, for such purchaser's own account and not with a view to, or for sale in connection with, any distribution of such shares. The Company shall not be obligated to deliver any shares of Common Stock hereunder for such period as may reasonably be required for it to comply with any applicable requirements of (i) the Securities Act of 1933; (ii) the Securities Exchange Act of 1934; (iii) applicable state securities laws; (iv) any applicable listing requirement of any stock exchange on which the Company's Common Stock is then listed; and (v) any other law or regulation applicable to the issuance of such shares. Shares of Common Stock issued pursuant to exercise of this option shall include the following legends and such other legends as in the opinion of the Company's counsel may be required by the securities laws of any state in which the Optionee resides: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION THEREOF MAY BE MADE ONLY (i) IN A TRANSACTION REGISTERED UNDER SAID ACT OR (ii) IF AN EXEMPTION FROM REGISTRATION UNDER SAID ACT IS AVAILABLE AND IS ESTABLISHED TO THE SATISFACTION OF THE ISSUER.

Compliance with Securities and Other Laws. As a condition to The Option may not be exercised and the exercise in whole or in part of the option granted hereby, each notice of exercise shall include a representation by the purchaser that such purchaser intends to acquire the shares of Common Stock specified therein for investment, for such purchaser's own account and not with a view to, or for sale in connection with, any distribution of such shares. The Company shall not be obligated to deliver any certificates evidencing shares of Common Stock hereunder for if the issuance of shares upon such period as may reasonably be required for it to comply with exercise would constitute a violation of any applicable requirements of of: (i) the Securities Act of 1933; Act, (ii) the Securities Exchange Act of 1934; , as amended, (iii) applicable state securities laws; , (iv) any applicable listing requirement of any stock exchange on which the Company's Common Stock is then listed; , and (v) any other law or regulation applicable to the issuance of such shares. Nothing herein shall be construed to require the Company to register or qualify any securities under applicable federal and state securities laws, or take any action to secure an exemption from such registration and qualification for the issuance of any securities upon the exercise of this Option. Shares of Common Stock issued pursuant to upon exercise of this option Option shall include the following legends and such other legends as in the opinion of the Company's counsel may be required by the applicable federal, state and foreign securities laws of any state in which the Optionee resideslaws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER AGREEMENTS CONTAINED IN A STOCK OPTION AGREEMENT DATED FEBRUARY 11, 1999, A COPY OF WHICH IS ON FILE WITH THE COMPANY. THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR RULE 701 UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, PLEDGE ASSIGNMENT OR OTHER DISPOSITION THEREOF MAY BE MADE ONLY (i) IN A TRANSACTION REGISTERED UNDER SAID ACT OR (ii) IF AN EXEMPTION HYPOTHECATION IS EXEMPT FROM THE REGISTRATION UNDER SAID ACT IS AVAILABLE AND IS ESTABLISHED TO THE SATISFACTION PROSPECTUS DELIVERY REQUIREMENTS OF THE ISSUERSUCH ACT.

Compliance with Securities and Other Laws. As a condition to The Option may not be exercised and the exercise in whole or in part of the option granted hereby, each notice of exercise shall include a representation by the purchaser that such purchaser intends to acquire the shares of Common Stock specified therein for investment, for such purchaser's own account and not with a view to, or for sale in connection with, any distribution of such shares. The Company shall not be obligated to deliver any certificates evidencing shares of Common Stock hereunder for if the issuance of shares upon such period as may reasonably be required for it to comply with exercise would constitute a violation of any applicable requirements of of: (i) the Securities Act of 1933; Act, (ii) the Securities Exchange Act of 1934; , as amended, (iii) applicable state securities laws; , (iv) any applicable listing requirement of any stock exchange on which the Company's Common Stock is then listed; , and (v) any other law or regulation applicable to the issuance of such shares. Nothing herein shall be construed to require the Company to register or qualify any securities under applicable federal or state securities laws, or take any action to secure an exemption from such registration and qualification for the issuance of any securities upon the exercise of the Option. Shares of Common Stock issued pursuant to upon exercise of this option Option shall include the following legends and such other legends as in the opinion of the Company's counsel may be required by the applicable federal, state and foreign securities laws of any state in which the Optionee resideslaws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER AGREEMENTS (INCLUDING CERTAIN REPURCHASE RIGHTS UPON TERMINATION OF EMPLOYMENT WITH THE COMPANY) CONTAINED IN A STOCK OPTION AGREEMENT, DATED MAY 4, 1998, A COPY OF WHICH IS ON FILE WITH THE COMPANY. THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR RULE 701 UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, PLEDGE ASSIGNMENT OR OTHER DISPOSITION THEREOF MAY BE MADE ONLY (i) IN A TRANSACTION REGISTERED UNDER SAID ACT OR (ii) IF AN EXEMPTION HYPOTHECATION IS EXEMPT FROM THE REGISTRATION UNDER SAID ACT IS AVAILABLE AND IS ESTABLISHED TO THE SATISFACTION PROSPECTUS DELIVERY REQUIREMENTS OF THE ISSUERSUCH ACT.

Compliance with Securities and Other Laws. As a condition to The Option may not be exercised and the exercise in whole or in part of the option granted hereby, each notice of exercise shall include a representation by the purchaser that such purchaser intends to acquire the shares of Common Stock specified therein for investment, for such purchaser's own account and not with a view to, or for sale in connection with, any distribution of such shares. The Company shall not be obligated to deliver any certificates evidencing shares of Common Stock hereunder for if the issuance of shares upon such period as may reasonably be required for it to comply with exercise would constitute a violation of any applicable requirements of of: (i) the Securities Act of 1933; Act, (ii) the Securities Exchange Act of 1934; , as amended, (iii) applicable state securities laws; , (iv) any applicable listing requirement of any stock exchange on which the Company's Common Stock is then listed; , and (v) any other law or regulation applicable to the issuance of such shares. Nothing herein shall be construed to require the Company to register or qualify any securities under applicable federal and state securities laws, or take any action to secure an exemption from such registration and qualification for the issuance of any securities upon the exercise of this Option. Shares of Common Stock issued pursuant to upon exercise of this option Option shall include the following legends and such other legends as in the opinion of the Company's counsel may be required by the applicable federal, state and foreign securities laws of any state in which the Optionee resideslaws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER AGREEMENTS CONTAINED IN A STOCK OPTION AGREEMENT, DATED FEBRUARY 11, 1999, A COPY OF WHICH IS ON FILE WITH THE COMPANY. THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR RULE 701 UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, PLEDGE ASSIGNMENT OR OTHER DISPOSITION THEREOF MAY BE MADE ONLY (i) IN A TRANSACTION REGISTERED UNDER SAID ACT OR (ii) IF AN EXEMPTION HYPOTHECATION IS EXEMPT FROM THE REGISTRATION UNDER SAID ACT IS AVAILABLE AND IS ESTABLISHED TO THE SATISFACTION PROSPECTUS DELIVERY REQUIREMENTS OF THE ISSUERSUCH ACT.

Compliance with Securities and Other Laws. As a condition to In no event shall the exercise in whole or in part of the option granted hereby, each notice of exercise shall include a representation by the purchaser that such purchaser intends to acquire the shares of Common Stock specified therein for investment, for such purchaser's own account and not with a view to, or for sale in connection with, any distribution of such shares. The Company shall not be obligated to deliver any shares of Common Stock hereunder for such period as may reasonably be required for it to comply with any applicable requirements of (i) the Securities Act of 1933; (ii) the Securities Exchange Act of 1934; (iii) applicable state securities laws; (iv) any applicable listing requirement of any stock exchange on which the Company's Common Stock is then listed; and (v) any other law sell, issue or regulation applicable to the issuance of such shares. Shares of Common Stock issued deliver Membership Interests pursuant to exercise of this option shall include the following legends and such other legends as Option if in the opinion of the Company, based upon the written opinion of counsel, the issuance thereof would constitute a violation by either Optionee or the Company of any provision of any law or regulation of any governmental authority or any securities exchange. Notwithstanding the foregoing, Optionee and Optionee's counsel may be required shall have reasonable opportunity to discuss with the Company and its counsel any such potential violation prior to such determination by the Company. As a condition of any sale or issuance of Membership Interests pursuant to this Option, the Company may place legends on the certificates representing the Membership Interests, issue stop-transfer orders and require such agreements or undertakings from Optionee as the Company may deem necessary or advisable to assure compliance with any such law or regulation, including, if the Company or its counsel deems it appropriate, representations from Optionee that Optionee is acquiring the Membership Interests solely for investment and not with a view to distribution and that no distribution of the Membership Interests acquired by Optionee will be made unless registered pursuant to applicable federal and state securities laws or unless, in the opinion of any state in which counsel to the Optionee resides: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933Company, AS AMENDED, AND ANY SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION THEREOF MAY BE MADE ONLY (isuch registration is unnecessary. 2 2. Subsections 10(c) IN A TRANSACTION REGISTERED UNDER SAID ACT OR and 10(d) are each hereby amended by adding the following immediately prior to clause (ii) IF AN EXEMPTION FROM REGISTRATION UNDER SAID ACT IS AVAILABLE AND IS ESTABLISHED TO THE SATISFACTION OF THE ISSUERof each subsection, before the semicolon: "provided, however, that in the event the Company shortens the exercise period, Optionee shall have the right to exercise the Option by a cashless exercise method to be agreed upon by the Company and Optionee."

Compliance with Securities and Other Laws. As a condition to The Option may not be exercised and the exercise in whole or in part of the option granted hereby, each notice of exercise shall include a representation by the purchaser that such purchaser intends to acquire the shares of Common Stock specified therein for investment, for such purchaser's own account and not with a view to, or for sale in connection with, any distribution of such shares. The Company shall not be obligated to deliver any certificates evidencing shares of Common Stock hereunder for if the issuance of shares upon such period as may reasonably be required for it to comply with exercise would constitute a violation of any applicable requirements of of: (i) the Securities Act of 1933; Act, (ii) the Securities Exchange Act of 1934; , as amended, (iii) applicable state securities laws; , (iv) any applicable listing requirement of any stock exchange on which the Company's Common Stock is then listed; , and (v) any other law or regulation applicable to the issuance of such shares. Nothing herein shall be construed to require the Company to register or qualify any securities under applicable federal and state securities laws, or take any action to secure an exemption from such registration and qualification for the issuance of any securities upon the exercise of this Option. Shares of Common Stock issued pursuant to upon exercise of this option Option shall include the following legends and such other legends as in the opinion of the Company's counsel may be required by the applicable federal, state and foreign securities laws of any state in which the Optionee resideslaws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER AGREEMENTS CONTAINED IN A STOCK OPTION AGREEMENT DATED MARCH 16, 1999, A COPY OF WHICH IS ON FILE WITH THE COMPANY. THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR RULE 701 UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, PLEDGE ASSIGNMENT OR OTHER DISPOSITION THEREOF MAY BE MADE ONLY (i) IN A TRANSACTION REGISTERED UNDER SAID ACT OR (ii) IF AN EXEMPTION HYPOTHECATION IS EXEMPT FROM THE REGISTRATION UNDER SAID ACT IS AVAILABLE AND IS ESTABLISHED TO THE SATISFACTION PROSPECTUS DELIVERY REQUIREMENTS OF THE ISSUERSUCH ACT.

Compliance with Securities and Other Laws. As a condition to This Option may not be exercised and the exercise in whole or in part of the option granted hereby, each notice of exercise shall include a representation by the purchaser that such purchaser intends to acquire the shares of Common Stock specified therein for investment, for such purchaser's own account and not with a view to, or for sale in connection with, any distribution of such shares. The Company shall not be obligated to deliver any certificates evidencing shares of Common Stock hereunder for if the issuance of shares upon such period as may reasonably be required for it to comply with exercise would constitute a violation of any applicable requirements of of: (i) the Securities Act of 1933; Act, (ii) the Securities Exchange Act of 1934; , as amended, (iii) applicable state securities laws; , (iv) any applicable listing requirement of any stock exchange on which the Company's Common Stock is then listed; , and (v) any other law or regulation applicable to the issuance of such shares. Nothing herein shall be construed to require the Company to register or qualify any securities under applicable federal or state securities laws, or take any action to secure an exemption from such registration and qualification for the issuance of any securities upon the exercise of this Option. Shares of Common Stock issued pursuant to upon exercise of this option shall include the following legends and such other legends as in the opinion of the Company's counsel may be required by applicable federal, state and foreign securities laws: IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES. A copy of Section 260.141.11 of the securities laws Rules of any state the Commissioner of Corporations of the State of California is set forth in which the Optionee resides: Exhibit C attached hereto. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER AGREEMENTS CONTAINED IN A STOCK OPTION AGREEMENT, DATED ________________, 199_____, A COPY OF WHICH IS ON FILE WITH THE COMPANY. THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR RULE 701 UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, PLEDGE ASSIGNMENT OR OTHER DISPOSITION THEREOF MAY BE MADE ONLY (i) IN A TRANSACTION REGISTERED UNDER SAID ACT OR (ii) IF AN EXEMPTION HYPOTHECATION IS EXEMPT FROM THE REGISTRATION UNDER SAID ACT IS AVAILABLE AND IS ESTABLISHED TO THE SATISFACTION PROSPECTUS DELIVERY REQUIREMENTS OF THE ISSUERSUCH ACT.

Compliance with Securities and Other Laws. As a condition to The Option may not be ----------------------------------------- exercised and the exercise in whole or in part of the option granted hereby, each notice of exercise shall include a representation by the purchaser that such purchaser intends to acquire the shares of Common Stock specified therein for investment, for such purchaser's own account and not with a view to, or for sale in connection with, any distribution of such shares. The Company shall not be obligated to deliver any certificates evidencing shares of Common Stock hereunder for such period as may reasonably be required for it to comply with if the issuance of shares upon exercise would constitute a violation of any applicable requirements of of: (i) the Securities Act of 1933; Act, (ii) the Securities Exchange Act of 1934; , as amended (iii) applicable state securities laws; , (iv) any applicable listing requirement of any stock exchange on which the Company's Common Stock is then listed; , and (v) any other law or regulation applicable to the issuance of such shares. Nothing herein shall be construed to require the Company to register or qualify any securities under applicable federal and state securities laws, or take any action to secure an exemption from such registration and qualification for the issuance of any securities upon the exercise of this Option. Shares of Common Stock issued pursuant to upon exercise of this option Option shall include the following legends and such other legends as in the opinion of the Company's counsel may be required by the applicable federal, state and foreign securities laws of any state in which the Optionee resideslaws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER AGREEMENTS CONTAINED IN A STOCK OPTION AGREEMENT, DATED ___________, ____, A COPY OF WHICH IS ON FILE WITH THE COMPANY. THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR RULE 701 UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, PLEDGE ASSIGNMENT OR OTHER DISPOSITION THEREOF MAY BE MADE ONLY (i) IN A TRANSACTION REGISTERED UNDER SAID ACT OR (ii) IF AN EXEMPTION HYPOTHECATION IS EXEMPT FROM THE REGISTRATION UNDER SAID ACT IS AVAILABLE AND IS ESTABLISHED TO THE SATISFACTION PROSPECTUS DELIVERY REQUIREMENTS OF THE ISSUERSUCH ACT. SUCH TRANSFER MUST ALSO COMPLY WITH APPLICABLE STATE SECURITIES LAWS.

Compliance with Securities and Other Laws. As a condition to the exercise in whole or in part of the option granted hereby, each notice of exercise shall include a representation by the purchaser that such purchaser intends to acquire the shares of Common Stock specified therein for investment, for such purchaser's own account and not with a view to, or for sale in connection with, any distribution of such shares. The Company shall not be obligated to deliver any shares of Common Stock hereunder for such period as may reasonably be required for it to comply with any applicable requirements of of: (i) the Securities Act of 1933; (ii) the Securities Exchange Act of 1934; (iii) applicable state securities laws; (iv) any applicable listing requirement of any stock exchange on which the Company's Common Stock is then listed; and (v) any other law or regulation applicable to the issuance of such shares. Shares of Common Stock issued pursuant to exercise of this option shall include the following legends and such other legends as in the opinion of the Company's counsel may be required by the securities laws of any state in which the Optionee Employee resides: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION THEREOF MAY BE MADE ONLY (i) IN A TRANSACTION REGISTERED UNDER SAID ACT OR (ii) IF AN EXEMPTION FROM REGISTRATION UNDER SAID ACT IS AVAILABLE AND IS ESTABLISHED TO THE SATISFACTION OF THE ISSUER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL OPTION IN FAVOR OF THE COMPANY AND/OR ITS ASSIGNEE AS PROVIDED IN THE COMPANY'S BYLAWS.