Common use of Securities Requirements Clause in Contracts

Securities Requirements. Neither the Options granted hereunder nor the shares to be issued pursuant to such Options will be registered under the Securities Act of 1933, as amended (the "Act") or registered or qualified under any state securities laws. The Options and the underlying shares will be issued to Option Holder pursuant to exemptions from registration contained in the Act and in applicable state securities laws. As a condition to receiving any shares pursuant to the Options, Option Holder, prior to receiving said shares, shall execute a subscription agreement and such other documents as ▇▇▇▇ may reasonably require. In addition, Option Holder hereby represents, warrants and acknowledges to ▇▇▇▇ that: (a) he is receiving the Options and the underlying shares for investment only, for his own account, and not with a view to the sale or distribution thereof; (b) he is aware that: neither the Options nor the underlying shares will be registered or qualified under the Act or any state securities laws (nor does ▇▇▇▇ have an obligation to register or qualify either the Options or the shares); neither the Options nor the shares may be sold or otherwise transferred unless they are registered and/or qualified under the Act or other laws or unless exemptions from registration or qualification are available; and the certificates for the shares will bear a legend setting forth the restrictions on transferability of the shares; and (c) he is an "accredited investor" as such term is defined in Regulation D promulgated under the Act and either: (i) will have an individual net worth, or joint net worth with his spouse, at the time of issue of the shares which exceeds $1,000,000; or (ii) had an individual income in excess of $200,000 in each of the two most recent years, or joint income with his spouse in excess of $300,000 in each of those years, and has a reasonable expectation of reaching the same income level in the current year.

Securities Requirements. Neither the Options granted hereunder nor the shares to be issued pursuant to such Options will be registered under the Securities Act of 1933, as amended (the "“Act"”) or registered or qualified under any state securities laws. The Options and the underlying shares will be issued to Option Holder pursuant to exemptions from registration contained in the Act and in applicable state securities laws. As a condition to receiving any shares pursuant to the Options, Option Holder, prior to receiving said shares, shall execute a subscription agreement and such other documents as ▇▇▇▇ may reasonably require. In addition, Option Holder hereby represents, warrants and acknowledges to ▇▇▇▇ that: (a) he Option Holder is receiving the Options and the underlying shares for investment only, for his Option Holder’s own account, and not with a view to the sale or distribution thereof; (b) he Option Holder is aware that: neither the Options nor the underlying shares will be registered or qualified under the Act or any state securities laws (nor does ▇▇▇▇ have an obligation to register or qualify either the Options or the shares); neither the Options nor the shares may be sold or otherwise transferred unless they are registered and/or qualified under the Act or other laws or unless exemptions from registration or qualification are available; and the certificates for the shares will bear a legend setting forth the restrictions on transferability of the shares; : and (c) he Option Holder is an "“accredited investor" ” as such term is defined in Regulation D promulgated under the Act and either: (i) will have an individual net worth, or joint net worth with his spouse, at the time of issue of the shares which exceeds $1,000,000; or (ii) had an individual income in excess of $200,000 in each of the two most recent years, or joint income with his spouse in excess of $300,000 in each of those years, and has a reasonable expectation of reaching the same income level in the current yearAct.

Securities Requirements. Neither the Options granted hereunder nor the shares to be issued pursuant to such Options will be registered under the Securities Act of 1933, as amended (the "“Act"”) or registered or qualified under any state securities laws. The Options and the underlying shares will be issued to Option Holder pursuant to exemptions from registration contained in the Act and in applicable state securities laws. As a condition to receiving any shares pursuant to the Options, Option Holder, prior to receiving said shares, shall execute a subscription agreement and such other documents as ▇▇▇▇ may reasonably require. In addition, Option Holder hereby represents, warrants and acknowledges to ▇▇▇▇ that: (a) he Option Holder is receiving the Options and the underlying shares for investment only, for his Option Holder’s own account, and not with a view to the sale or distribution thereof; (b) he Option Holder is aware that: neither the Options nor the underlying shares will be registered or qualified under the Act or any state securities laws (nor does ▇▇▇▇ have an obligation to register or qualify either the Options or the shares); neither the Options nor the shares may be sold or otherwise transferred unless they are registered and/or qualified under the Act or other laws or unless exemptions from registration or qualification are available; and the certificates for the shares will bear a legend setting forth the restrictions on transferability of the shares; and (c) he Option Holder is an "“accredited investor" ” as such term is defined in Regulation D promulgated under the Act and either: (i) will have an individual net worth, or joint net worth with his spouse, at the time of issue of the shares which exceeds $1,000,000; or (ii) had an individual income in excess of $200,000 in each of the two most recent years, or joint income with his spouse in excess of $300,000 in each of those years, and has a reasonable expectation of reaching the same income level in the current yearAct.