Common use of Purchase for Investment; Resale Restrictions Clause in Contracts

Purchase for Investment; Resale Restrictions. Unless at the time of exercise of the ISO there shall be a valid and effective registration statement under the Securities Act of 1933 ("'33 Act") and appropriate qualification and registration under applicable state securities laws relating to the Option Shares being acquired, Holder shall upon exercise of the ISO give a representation that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the resale or distribution of any such shares. In the absence of such registration statement, Holder shall execute a written affirmation, in a form reasonably satisfactory to the Company, of such investment intent. Holder further agrees that he will not sell or transfer any Option Shares until he requests and receives an opinion of the Company's counsel or other counsel reasonably satisfactory to the Company to the effect that such proposed sale or transfer will not result in a violation of the '33 Act, or a registration statement covering the sale or transfer of the shares has been declared effective by the Securities and Exchange Commission, or he obtains a no-action letter from the Securities and Exchange Commission with respect to the proposed transfer.

Appears in 16 contracts

Samples: Stock Option Agreement (Hansen Natural Corp), Stock Option Agreement (Hansen Natural Corp), Stock Option Agreement (Hansen Natural Corp)

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Purchase for Investment; Resale Restrictions. Unless at the time of exercise of the ISO Option there shall be a valid and effective registration statement under the Securities Act of 1933 ("'the “‘33 Act") and appropriate qualification and registration under applicable state securities laws relating to the Option Shares being acquired, Holder shall upon exercise of the ISO Option give a representation that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the resale or distribution of any such shares. In the absence of such registration statement, Holder shall execute a written affirmation, in a form reasonably satisfactory to the Company, of such investment intent. Holder further agrees that he will not sell or transfer any Option Shares until he requests and receives an opinion of the Company's ’s counsel or other counsel reasonably satisfactory to the Company to the effect that such proposed sale or transfer will not result in a violation of the '33 Act, or a registration statement covering the sale or transfer of the shares has been declared effective by the Securities and Exchange Commission, or he obtains a no-action letter from the Securities and Exchange Commission with respect to the proposed transfer.

Appears in 13 contracts

Samples: Stock Option Agreement (Hansen Natural Corp), Stock Option Agreement (Hansen Natural Corp), Stock Option Agreement (Hansen Natural Corp)

Purchase for Investment; Resale Restrictions. Unless at the time of exercise of the ISO there shall be a valid and effective registration statement under the Securities Act of 1933 ("'33 Act") and appropriate qualification and registration under applicable state securities laws relating to the Option Shares being acquired, Holder shall upon exercise of the ISO give a representation that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the resale or distribution of any such shares. In the absence of such registration statement, Holder shall execute a written affirmation, in a form reasonably satisfactory to the Company, of such investment intent. Holder further agrees that he will not sell or transfer any Option Shares until he requests and receives an opinion of the Company's counsel or other counsel reasonably satisfactory to the Company to the effect that such proposed sale or transfer will not result in a violation of o the '33 Act, or a registration statement covering the sale or transfer of the shares has been declared effective by the Securities and Exchange Commission, or he obtains a no-action letter from the Securities and Exchange Commission with respect to the proposed transfer.

Appears in 6 contracts

Samples: Stock Option Agreement (Hansen Natural Corp), Stock Option Agreement (Hansen Natural Corp), Stock Option Agreement (Hansen Natural Corp)

Purchase for Investment; Resale Restrictions. Unless at the time of exercise of the ISO there shall be a valid and effective registration statement under the Securities Act of 1933 ("'33 Act") and appropriate qualification and registration under applicable state securities laws relating to the Option Shares being acquired, Holder shall upon exercise of the ISO give a representation that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the resale or distribution of any such shares. In the absence of such registration statement, Holder shall execute a written affirmation, in a form reasonably satisfactory to the Company, of such investment intent. Holder further agrees that he will not sell or transfer any Option Shares until he requests and receives an opinion of the Company's counsel or other counsel reasonably satisfactory to the Company to the effect that such proposed sale or transfer will not result in a violation of the '33 Act, or a registration statement covering the sale or transfer of the shares has been declared effective by the Securities and Exchange Commission, or he obtains a no-action letter from the Securities and Exchange Commission with respect to the proposed transfer. 6.

Appears in 6 contracts

Samples: Stock Option Agreement (Hansen Natural Corp), Stock Option Agreement (Hansen Natural Corp), Stock Option Agreement (Hansen Natural Corp)

Purchase for Investment; Resale Restrictions. Unless at the time of exercise of the ISO Option there shall be a valid and effective registration statement under the Securities Act of 1933 ("'“’33 Act") and appropriate qualification and registration under applicable state securities laws relating to the Option Shares being acquired, Holder shall upon exercise of the ISO Option give a representation that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the resale or distribution of any such shares. In the absence of such registration statement, Holder shall execute a written affirmation, in a form reasonably satisfactory to the Company, of such investment intent. Holder further agrees that he will not sell or transfer any Option Shares until he requests and receives an opinion of the Company's ’s counsel or other counsel reasonably satisfactory to the Company to the effect that such proposed sale or transfer will not result in a violation of the '33 Act, or a registration statement covering the sale or transfer of the shares has been declared effective by the Securities and Exchange Commission, or he obtains a no-action letter from the Securities and Exchange Commission with respect to the proposed transfer.

Appears in 4 contracts

Samples: Stock Option Agreement (Hansen Natural Corp), Stock Option Agreement (Hansen Natural Corp), Stock Option Agreement (Hansen Natural Corp)

Purchase for Investment; Resale Restrictions. Unless at the time of exercise of the ISO Option there shall be a valid and effective registration statement under the Securities Act of 1933 ("'`33 Act") and appropriate qualification and registration under applicable state securities laws relating to the Option Shares being acquired, Holder shall upon exercise of the ISO Option give a representation that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the resale or distribution of any such shares. In the absence of such registration statement, Holder shall execute a written affirmation, in a form reasonably satisfactory to the Company, of such investment intent. Holder further agrees that he will not sell or transfer any Option Shares until he requests and receives an opinion of the Company's counsel or other counsel reasonably satisfactory to the Company to the effect that such proposed sale or transfer will not result in a violation of the '`33 Act, or a registration statement covering the sale or transfer of the shares has been declared effective by the Securities and Exchange Commission, or he obtains a no-action letter from the Securities and Exchange Commission with respect to the proposed transfer.

Appears in 1 contract

Samples: Stock Option Agreement (Hansen Natural Corp)

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Purchase for Investment; Resale Restrictions. Unless at the time of exercise of the ISO Option there shall be a valid and effective registration statement under the Securities Act of 1933 ("'the “‘33 Act") and appropriate qualification and registration under applicable state securities laws relating to the Option Shares being acquired, Holder Participant shall upon exercise of the ISO Option give a representation that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the resale or distribution of any such shares. In the absence of such registration statement, Holder Participant shall execute a written affirmation, in a form reasonably satisfactory to the Company, of such investment intent. Holder Participant further agrees that he will not sell or transfer any Option Shares until he requests and receives an opinion of the Company's ’s counsel or other counsel reasonably satisfactory to the Company to the effect that such proposed sale or transfer will not result in a violation of the '33 Act, or a registration statement covering the sale or transfer of the shares has been declared effective by the Securities and Exchange Commission, or he obtains a no-action letter from the Securities and Exchange Commission with respect to the proposed transfer.

Appears in 1 contract

Samples: Stock Option Agreement (Monster Beverage Corp)

Purchase for Investment; Resale Restrictions. Unless at the time of exercise of the ISO there shall be a valid and effective registration statement under the Securities Act of 1933 ("'33 Act") and appropriate qualification and registration under applicable state securities laws relating to the Option Shares being acquired, Holder shall upon exercise of the ISO give a representation that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the resale or distribution of any such shares. In the absence of such registration statement, Holder shall execute a written affirmation, in a form reasonably satisfactory to the Company, of such investment intent. Holder further agrees that he will not sell or transfer any Option Shares until he requests and receives an opinion of the Company's ’s counsel or other counsel reasonably satisfactory to the Company to the effect that such proposed sale or transfer will not result in a violation of the '33 Act, or a registration statement covering the sale or transfer of the shares has been declared effective by the Securities and Exchange Commission, or he obtains a no-action letter from the Securities and Exchange Commission with respect to the proposed transfer.

Appears in 1 contract

Samples: Form of Stock Option Agreement (Brandon Limited Partnership No.1)

Purchase for Investment; Resale Restrictions. Unless at the time of exercise of the ISO Option there shall be a valid and effective registration statement under the Securities Act of 1933 ("'the “‘33 Act") and appropriate qualification and registration under applicable state securities laws relating to the Option Shares being acquired, Holder Participant shall upon exercise of the ISO Option give a representation that he Participant is acquiring such shares for his Participant’s own account for investment and not with a view to, or for sale in connection with, the resale or distribution of any such shares. In the absence of such registration statement, Holder Participant shall execute a written affirmation, in a form reasonably satisfactory to the Company, of such investment intent. Holder Participant further agrees that he Participant will not sell or transfer any Option Shares until he Participant requests and receives an opinion of the Company's ’s counsel or other counsel reasonably satisfactory to the Company to the effect that such proposed sale or transfer will not result in a violation of the '33 Act, or a registration statement covering the sale or transfer of the shares has been declared effective by the Securities and Exchange Commission, or he Participant obtains a no-action letter from the Securities and Exchange Commission with respect to the proposed transfer.

Appears in 1 contract

Samples: Stock Option Agreement (Monster Beverage Corp)

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