Common use of Securities Act Requirements Clause in Contracts

Securities Act Requirements. In addition to the requirements set forth herein and in the Plan, (i) the Option shall not be exercisable in whole or in part, and the Corporation shall not be obligated to issue any shares of Common Stock subject to the Option, if such exercise and sale or issuance would, in the opinion of counsel for the Corporation, violate the Securities Act of 1933 (the "1933 Act") or other Federal or state statutes having similar requirements, as they may be in effect at that time; and (ii) the Option shall be subject to the further requirement that, at any time that the Compensation Committee (the “Committee”), in consultation with counsel for the Corporation, shall determine, in its discretion, that the listing, registration or qualification of the shares of Common Stock subject to the Option under any securities exchange requirements or under any applicable law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance of shares of Common Stock, the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee. It is intended that the shares of Common Stock received upon the exercise of the Option shall have been registered under the 1933 Act. If Grantee is an “affiliate” of the Corporation, as that term is defined in Rule 144 under the 1933 Act (“Rule 144”), such Grantee may not sell any shares of Common Stock received upon the exercise of the Option except in compliance with Rule 144. Any certificates representing shares of Common Stock received upon the exercise of the Option issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of said shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the shares of Common Stock received upon the exercise of the Option are evidenced on a noncertificated basis, such shares shall be subject to similar stop transfer instructions). The Grantee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Grantee wishes to sell the shares of Common Stock received upon the exercise of the Option or other conditions under Rule 144 which are required of the Corporation. If so, the Grantee understands that Grantee will be precluded from selling such securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Grantee's acquisition of the shares of Common Stock, the Grantee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such shares. The Grantee has such knowledge and experience in financial and business matters as to make the Grantee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Grantee is able to bear the economic risk of his or her investment in the shares of Common Stock. The Grantee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the shares of Common Stock received upon the exercise of the Option although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of Common Stock received upon the exercise of the Option under the 0000 Xxx) and this Stock Option Agreement have been satisfied.

Securities Act Requirements. In addition to the requirements set forth herein and in the Plan, (i) the Option shall not be exercisable in whole or in part, and the Corporation Company shall not be obligated to issue any shares of Common Stock subject to the Option, if such exercise and sale or issuance would, in the opinion of counsel for the CorporationCompany, violate the Securities Act of 1933 (the "“1933 Act"”) or other Federal or state statutes having similar requirements, as they may be in effect at that time; and (ii) the Option shall be subject to the further requirement that, at any time that the Compensation Committee (the “Committee”), in consultation with counsel for the CorporationCompany, shall determine, in its discretion, that the listing, registration or qualification of the shares of Common Stock subject to the Option under any securities exchange requirements or under any applicable law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance of shares of Common Stock, the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee. It is intended that the shares of Common Stock received upon the exercise of the Option shall have been registered under the 1933 Act. If Grantee is an “affiliate” of the CorporationCompany, as that term is defined in Rule 144 under the 1933 Act (“Rule 144”), such Grantee may not sell any shares of Common Stock received upon the exercise of the Option except in compliance with Rule 144. Any certificates representing shares of Common Stock received upon the exercise of the Option issued to an “affiliate” of the Corporation Company may bear a legend setting forth such restrictions on the disposition or transfer of said shares as the Corporation Company deems appropriate to comply with federal and state securities laws (and if the shares of Common Stock received upon the exercise of the Option are evidenced on a noncertificated basis, such shares shall be subject to similar stop transfer instructions). The Grantee acknowledges and understands that the Corporation Company may not be satisfying the current public information requirement of Rule 144 at the time the Grantee wishes to sell the shares of Common Stock received upon the exercise of the Option or other conditions under Rule 144 which are required of the CorporationCompany. If so, the Grantee understands that Grantee will be precluded from selling such securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Grantee's ’s acquisition of the shares of Common Stock, the Grantee acquired sufficient information about the Corporation Company to reach an informed knowledgeable decision to acquire such shares. The Grantee has such knowledge and experience in financial and business matters as to make the Grantee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Grantee is able to bear the economic risk of his or her investment in the shares of Common Stock. The Grantee agrees not to make, without the prior written consent of the CorporationCompany, any public offering or sale of the shares of Common Stock received upon the exercise of the Option although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of Common Stock received upon the exercise of the Option under the 0000 Xxx) and this Stock Option Agreement have been satisfied.

Securities Act Requirements. In addition to the requirements set forth herein and in the Plan, (i) the Option shall not be exercisable in whole or in part, and the Corporation shall not be obligated to issue any shares of Common Stock subject to the Option, if such exercise and sale or issuance would, in the opinion of counsel for the Corporation, violate the Securities Act of 1933 (the "1933 Act") or other Federal or state statutes having similar requirements, as they may be in effect at that time; and (ii) the Option shall be subject to the further requirement that, at any time that the Compensation Committee (the “Committee”), in consultation with counsel for the Corporation, shall determine, in its discretion, that the listing, registration or qualification of the shares of Common Stock subject to the Option under any securities exchange requirements or under any applicable law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance of shares of Common Stock, the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee. It is intended that the shares of Common Stock received upon the exercise of the Option shall have been registered under the 1933 Act. If Grantee is an “affiliate” of the Corporation, as that term is defined in Rule 144 under the 1933 Act (“Rule 144”), such Grantee may not sell any shares of Common Stock received upon the exercise of the Option except in compliance with Rule 144. Any certificates representing shares of Common Stock received upon the exercise of the Option issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of said shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the shares of Common Stock received upon the exercise of the Option are evidenced on a noncertificated basis, such shares shall be subject to similar stop transfer instructions). The Grantee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Grantee wishes to sell the shares of Common Stock received upon the exercise of the Option or other conditions under Rule 144 which are required of the Corporation. If so, the Grantee understands that Grantee will be precluded from selling such securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Grantee's acquisition of the shares of Common Stock, the Grantee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such shares. The Grantee has such knowledge and experience in financial and business matters as to make the Grantee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Grantee is able to bear the economic risk of his or her investment in the shares of Common Stock. The Grantee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the shares of Common Stock received upon the exercise of the Option although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of Common Stock received upon the exercise of the Option under the 0000 Xxx1933 Act) and this Stock Option Agreement have been satisfied.