Common use of Status of Stock Clause in Contracts

Status of Stock. Notwithstanding any other provision of this Agreement, in the absence of an effective registration statement for issuance under the Securities Act of the Covered Shares acquirable upon exercise of this Option, or an available exemption from registration under the Securities Act, the issuance of shares of Stock acquirable upon exercise of this Option will be delayed until registration of such shares is effective or an exemption from registration under the Securities Act is available. The Company intends to use its best efforts to ensure that no such delay will occur. In the event an exemption from registration under the Securities Act is available upon an exercise of this Option, Grantee (or the person permitted to exercise this Option in the event of Grantee’s death or incapacity), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Grantee agrees that Stock which Grantee may acquire by exercising the Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable Federal or state securities laws. Grantee also agrees (i) that the certificates representing the Covered Shares purchased under this Option may bear such legend or legends as the Company deems appropriate in order to assure compliance with applicable securities laws, (ii) that the Company may refuse to register the transfer of Covered Shares purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Covered Shares purchased under this Option.

Status of Stock. Notwithstanding any other provision of this Agreement, in the absence of an effective registration statement The Company intends to register for issuance under the Securities Act of 1933, as amended (the Covered Shares "Act") the shares of Stock acquirable upon exercise of this Option, and to keep such registration effective throughout the period this Option is exercisable. In the absence of such effective registration or an available exemption from registration under the Securities Act, the issuance of shares of Stock acquirable upon exercise of this Option will be delayed until registration of such shares is effective or an exemption from registration under the Securities Act is available. The Company intends to use its best efforts to ensure that no such delay will occur. In the event an exemption from registration under the Securities Act is available upon an exercise of this Option, Grantee Employee (or the person permitted to exercise this Option in the event of Grantee’s Employee's death or incapacity), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Grantee Employee agrees that the shares of Stock which Grantee Employee may acquire by exercising the this Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable Federal or state securities laws, whether federal or state. Grantee Employee also agrees (i) that the certificates representing the Covered Shares shares of Stock purchased under this Option may bear such legend or legends as the Company Committee deems appropriate in order to assure compliance with applicable securities laws, and (ii) that the Company may refuse to register the transfer of Covered Shares the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law laws and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Covered Shares shares of Stock purchased under this Option.

Status of Stock. Notwithstanding any other provision of this Agreement, in the absence of an effective registration statement The Company has registered for issuance under the Securities Act of 1933, as amended (the Covered Shares "Act"), the shares of Stock acquirable upon exercise of this Option, and intends to keep such registration effective throughout the period this Option is exercisable. In the absence of such effective registration or an available exemption from registration under the Securities Act, the issuance of shares of Stock acquirable upon exercise of this Option will be delayed until registration of such shares is effective or an exemption from registration under the Securities Act is available. The Company intends to use its reasonable best efforts to ensure that no such delay will occur. In the event an exemption from registration under the Securities Act is available upon an exercise of this Option, Grantee Employee (or the person permitted to exercise this Option in the event of Grantee’s Employee's death or incapacity), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Grantee Employee agrees that the shares of Stock which Grantee Employee may acquire by exercising the this Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable Federal or state securities laws, whether federal or state. Grantee Employee also agrees (i) that the certificates representing the Covered Shares shares of Stock purchased under this Option may bear such legend or legends as the Company Committee deems appropriate in order to assure compliance with applicable securities laws, and (ii) that the Company may refuse to register the transfer of Covered Shares the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law laws and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Covered Shares shares of Stock purchased under this Option.

Status of Stock. Notwithstanding any other provision of this Agreement, in the absence of an effective registration statement The Company intends to register for issuance under the Securities Act of 1933, as amended (the Covered Shares “Act”), the shares of Stock acquirable upon exercise of this Option, and to keep such registration effective throughout the period this Option is exercisable. In the absence of such effective registration or an available exemption from registration under the Securities Act, the issuance of shares of Stock acquirable upon exercise of this Option will be delayed until registration of such shares is effective or an exemption from registration under the Securities Act is available. The Company intends to use its best efforts to ensure that no such delay will occur. In the event an exemption from registration under the Securities Act is available upon an exercise of this Option, Grantee Director (or the person permitted to exercise this Option in the event of GranteeDirector’s death or incapacity), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Grantee Director agrees that the shares of Stock which Grantee Director may acquire by exercising the this Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable Federal federal or state securities laws. Grantee Director also agrees (i) that the certificates representing the Covered Shares shares of Stock purchased under this Option may bear such legend or legends as the Company deems appropriate in order to assure compliance with applicable securities laws, (ii) that the Company may refuse to register the transfer of Covered Shares the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Covered Shares shares of Stock purchased under this Option.

Status of Stock. Notwithstanding any other provision of this Agreement, in the absence of an effective registration statement The Company intends to register for issuance under the Securities Act of 1933, as amended (the Covered Shares “Act”), the shares of Stock acquirable upon exercise of this Option, and to keep such registration effective throughout the period this Option is exercisable. In the absence of such effective registration or an available exemption from registration under the Securities Act, the issuance of shares share of Stock acquirable upon exercise of this Option will be delayed until registration of such shares is effective or an exemption from registration under the Securities Act is available. The Company intends to use its best efforts to ensure that no such delay will occur. In the event an exemption from registration under the Securities Act is available upon an exercise of this Option, Grantee Director (or the person permitted to exercise this Option in the event of GranteeDirector’s death or incapacityincapability), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Grantee Director agrees that the shares of Stock which Grantee Director may acquire by exercising the this Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable Federal federal or state securities laws. Grantee Director also agrees (i) that the certificates representing the Covered Shares shares of Stock purchased under this Option may bear such legend or legends as the Company deems appropriate in order to assure compliance with applicable securities laws, (ii) that the Company may refuse to register the transfer of Covered Shares the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law laws and (iii) that the Company may give related instructions to its transfer agent, if any, to stop stock registration of the transfer of the Covered Shares shares of Stock purchased under this Option.

Status of Stock. Notwithstanding any other provision of this Agreement, in the absence of an effective registration statement for issuance under the Securities Act of 1933, as amended (the Covered Shares "Act"), of the shares of Stock acquirable upon exercise of this Option, or an available exemption from registration under the Securities Act, the issuance of shares of Stock acquirable upon exercise of this Option will be delayed until registration of such shares is effective or an exemption from registration under the Securities Act is available. The Company intends to use its best efforts to ensure that no such delay will occur. In the event an exemption from registration under the Securities Act is available upon an exercise of this Option, Grantee Director (or the person permitted to exercise this Option in the event of Grantee’s Director's death or incapacity), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Grantee Director agrees that the shares of Stock which Grantee Director may acquire by exercising the this Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable Federal or state securities laws, whether federal or state. Grantee Director also agrees (i) that the certificates representing the Covered Shares shares of Stock purchased under this Option may bear such legend or legends as the Company deems appropriate in order to assure compliance with applicable securities laws, (ii) that the Company may refuse to register the transfer of Covered Shares the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Covered Shares shares of Stock purchased under this Option.

Status of Stock. Notwithstanding any other provision of this Agreement, in the absence of an effective registration statement The Company intends to register for issuance under the Securities Act of 1933, as amended (the Covered Shares “Act”) the shares of Stock acquirable upon exercise of this the Option, and to keep such registration effective throughout the period this Option is exercisable. In the absence of such effective registration or an available exemption from registration under the Securities Act, the issuance of shares of Stock acquirable upon exercise of this Option will be delayed until registration of such shares is effective or an exemption from registration under the Securities Act is available. The Company intends to use its best efforts to ensure that no such delay will occur. In the event an exemption from registration under the Securities Act is available upon an exercise of this the Option, Grantee Director (or the person permitted to exercise this Option in the event of GranteeDirector’s death or incapacity), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Grantee Director agrees that the shares of Stock which Grantee Director may acquire by exercising the this Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable Federal or state securities laws, whether federal or state. Grantee Director also agrees (i) that the certificates representing the Covered Shares shares of Stock purchased under this Option may bear such legend or legends as the Company Committee deems appropriate in order to assure compliance with applicable securities laws, (ii) that the Company may refuse to register the transfer of Covered Shares the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Covered Shares shares of Stock purchased under this Option.

Status of Stock. Notwithstanding any other provision Until the shares of Stock acquirable upon the exercise of this Agreement, in the absence of an effective registration statement Option have been registered for issuance under the Securities Act of 1933, as amended (the Covered Shares acquirable upon exercise "Act"), the Company will not issue such shares unless the holder of this OptionOption provides the Company with a written opinion of legal counsel, or an available who shall be satisfactory to the Company, addressed to the Company and satisfactory in form and substance to the Company's counsel, to the effect that the proposed issuance of such shares to such Option holder may be made without registration under the Act. In the event exemption from registration under the Securities Act, the issuance of shares of Stock acquirable upon exercise of this Option will be delayed until registration of such shares is effective or an exemption from registration under the Securities Act is available. The Company intends to use its best efforts to ensure that no such delay will occur. In the event an exemption from registration under the Securities Act is available upon an exercise of this Option, Grantee Employee (or the person permitted to exercise this Option in the event of Grantee’s death or incapacityEmployee's death), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Grantee Employee agrees that the shares of Stock which Grantee Employee may acquire by exercising the this Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable Federal federal, state, or state foreign securities laws. Grantee Employee also agrees that (ia) that the certificates representing the Covered Shares shares of Stock purchased under this Option may bear such legend or legends as the Company deems appropriate in order to assure compliance with applicable securities laws, (iib) that the Company may refuse to register the transfer of Covered Shares the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law law, and (iiic) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Covered Shares shares of Stock purchased under this Option.

Status of Stock. Notwithstanding any other provision of this Agreement, in the absence of an effective registration statement The Company intends to register for issuance under the Securities Act of 1933, as amended (the Covered Shares “Act”), the shares of Stock acquirable upon exercise of this Option, and to keep such registration effective throughout the period this Option is exercisable. In the absence of such effective registration or an available exemption from registration under the Securities Act, the issuance of shares of Stock acquirable upon exercise of this Option will be delayed until registration of such shares is effective or an exemption from registration under the Securities Act is available. The Company intends to use its best reasonable efforts to ensure that no such delay will occur. In the event an exemption from registration under the Securities Act is available upon an exercise of this Option, Grantee Director (or the person permitted to exercise this Option in the event of GranteeDirector’s death or incapacity), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Grantee Director agrees that the shares of Stock which Grantee Director may acquire by exercising the this Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable Federal federal or state securities laws. Grantee Director also agrees that (i) that the certificates representing the Covered Shares shares of Stock purchased under this Option may bear such legend or legends as the Company Committee deems appropriate in order to assure compliance with applicable securities laws, (ii) that the Company may refuse to register the transfer of Covered Shares the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law law, and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Covered Shares shares of Stock purchased under this Option.

Status of Stock. Notwithstanding any other provision of this Agreement, in the absence of an effective registration statement The Company intends to register for issuance under the Securities Act of 1933, as amended (the Covered Shares "Act"), the shares of Stock acquirable upon exercise of this Option, and to keep such registration effective throughout the period this Option is exercisable. In the absence of such effective registration or an available exemption from registration under the Securities Act, the issuance of shares of Stock acquirable upon exercise of this Option will be delayed until registration of such shares is effective or an exemption from registration under the Securities Act is available. The Company intends to use its best reasonable efforts to ensure that no such delay will occur. In the event an exemption from registration under the Securities Act is available upon an exercise of this Option, Grantee Director (or the person permitted to exercise this Option in the event of Grantee’s Director's death or incapacity), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Grantee Director agrees that the shares of Stock which Grantee Director may acquire by exercising the this Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable Federal federal or state securities laws. Grantee Director also agrees that (i) that the certificates representing the Covered Shares shares of Stock purchased under this Option may bear such legend or legends as the Company Committee deems appropriate in order to assure compliance with applicable securities laws, (ii) that the Company may refuse to register the transfer of Covered Shares the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law law, and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Covered Shares shares of Stock purchased under this Option.

Status of Stock. Notwithstanding any other provision of this Agreement, in the absence of an effective registration statement The Company intends to register for issuance under the Securities Act of 1933, as amended (the Covered Shares “Act”) the shares of Stock acquirable upon exercise of this Option, and to keep such registration effective throughout the period this Option is exercisable. In the absence of such effective registration or an available exemption from registration under the Securities Act, the issuance of shares of Stock acquirable upon exercise of this Option will be delayed until registration of such shares is effective or an exemption from registration under the Securities Act is available. The Company intends to use its best reasonable efforts to ensure that no such delay will occur. In the event an exemption from registration under the Securities Act is available upon an exercise of this Option, Grantee Director (or the person permitted to exercise this Option in the event of GranteeDirector’s death or incapacity), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Grantee Director agrees that the shares of Stock which Grantee Director may acquire by exercising the this Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable Federal federal or state securities laws. Grantee Director also agrees that (i) that the certificates representing the Covered Shares shares of Stock purchased under this Option may bear such legend or legends as the Company deems appropriate in order to assure compliance with applicable securities laws, (ii) that the Company may refuse to register the transfer of Covered Shares the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law law, and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Covered Shares shares of Stock purchased under this Option.

Status of Stock. Notwithstanding any other provision of this Agreement, in the absence of an effective registration statement The Company intends to register for issuance under the Securities Act of 1933, as amended (the Covered Shares “Act”) the shares of Stock acquirable upon exercise of this Option, and to keep such registration effective throughout the period this Option is exercisable. In the absence of such effective registration or an available exemption from registration under the Securities Act, the issuance of shares of Stock acquirable upon exercise of this Option will be delayed until registration of such shares is effective or an exemption from registration under the Securities Act is available. The Company intends to use its best reasonable efforts to ensure that no such delay will occur. In the event an exemption from registration under the Securities Act is available upon an exercise of this Option, Grantee Director (or the person permitted to exercise this Option in the event of GranteeDirector’s death or incapacity), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Grantee Director agrees that the shares of Stock which Grantee Director may acquire by exercising the this Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable Federal federal or state securities laws. Grantee Director also agrees that (i) that the certificates representing the Covered Shares shares of Stock purchased under this Option may bear such legend or legends as the Company Committee deems appropriate in order to assure compliance with applicable securities laws, (ii) that the Company may refuse to register the transfer of Covered Shares the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law law, and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Covered Shares shares of Stock purchased under this Option.

Status of Stock. Notwithstanding any other provision of this Agreement, in the absence of an effective registration statement The Company has registered for issuance under the Securities Act of 1933, as amended (the Covered Shares "Act") the shares of Stock acquirable upon exercise of this Option, and intends to keep such registration effective throughout the period this Option is exercisable. In the absence of such effective registration or an available exemption from registration under the Securities Act, the issuance of shares of Stock acquirable upon exercise of this Option will be delayed until registration of such shares is effective or an exemption from registration under the Securities Act is available. The Company intends to use its best efforts to ensure that no such delay will occur. In the event an exemption from registration under the Securities Act is available upon an exercise of this Option, Grantee Employee (or the person permitted to exercise this Option in the event of Grantee’s Employee's death or incapacity), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Grantee Employee agrees that the shares of Stock which Grantee Employee may acquire by exercising the this Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable Federal or state securities laws, whether federal or state. Grantee Employee also agrees (i) that the certificates representing the Covered Shares shares of Stock purchased under this Option may bear such legend or legends as the Company Committee deems appropriate in order to assure compliance with applicable securities laws, (ii) that the Company may refuse to register the transfer of Covered Shares the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law laws and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Covered Shares shares of Stock purchased under this Option.

Status of Stock. (a) Notwithstanding any other provision of this Agreement, in the absence of an effective registration statement for issuance under the Securities Act of 1933, as amended (the Covered Shares “Act”), for issuance of the Stock acquirable upon exercise of this the Option, or an available exemption from registration under the Securities Act, the issuance of shares of Stock acquirable upon exercise of this the Option will be delayed until registration of such shares is effective or an exemption from registration under the Securities Act is available. The Company intends to use its best efforts to ensure that no such delay will occur. In the event an exemption from registration under the Securities Act is available upon an exercise of this the Option, Grantee Director (or the person permitted to exercise this the Option in the event of GranteeDirector’s death or incapacity), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Grantee (b) Director agrees that Stock the shares of Stock, which Grantee Director may acquire by exercising the Option Option, will not be sold or otherwise disposed of in any manner manner, which would constitute a violation of any applicable Federal or state securities laws, whether federal, or state. Grantee Director also agrees (ia) that the certificates representing the Covered Shares shares of Stock purchased under this the Option may bear such legend or legends as the Company deems appropriate in order to assure compliance with applicable securities laws, (iib) that the Company may refuse to register the transfer of Covered Shares the shares of Stock purchased under this the Option on the stock transfer records of the Company if such proposed transfer would would, in the opinion of counsel satisfactory to the Company Company, constitute a violation of any applicable securities law and (iiic) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Covered Shares shares of Stock purchased under this the Option.. B.

Status of Stock. Notwithstanding any other provision of this Agreement, in the absence of an effective registration statement The Company intends to register for issuance under the Securities Act of 1933, as amended (the Covered Shares “Act”) the shares of Stock acquirable upon exercise of this the Option, and to keep such registration effective throughout the period this Option is exercisable. In the absence of such effective registration or an available exemption from registration under the Securities Act, the issuance of shares of Stock acquirable upon exercise of this Option will be delayed until registration of such shares is effective or an exemption from registration under the Securities Act is available. The Company intends to use its best efforts to ensure that no such delay will occur. In the event an exemption from registration under the Securities Act is available upon an exercise of this the Option, Grantee Employee (or the person permitted to exercise this Option in the event of GranteeEmployee’s death or incapacity), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Grantee Employee agrees that the shares of Stock which Grantee Employee may acquire by exercising the this Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable Federal or state securities laws, whether federal or state. Grantee Employee also agrees (i) that the certificates representing the Covered Shares shares of Stock purchased under this Option may bear such legend or legends as the Company Committee deems appropriate in order to assure compliance with applicable securities laws, (ii) that the Company may refuse to register the transfer of Covered Shares the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Covered Shares shares of Stock purchased under this Option.

Status of Stock. Notwithstanding any other provision of this Agreement, in the absence of an effective registration statement The Company intends to register for issuance under the Securities Act of 1933, as amended (the Covered Shares "Act") the shares of Stock acquirable upon exercise of this Option, and to keep such registration effective throughout the period this Option is exercisable. In the absence of such effective registration or an available exemption from registration under the Securities Act, the issuance of shares of Stock acquirable upon exercise of this Option will be delayed until registration of such shares is effective or an exemption from registration under the Securities Act is available. The Company intends to use its best reasonable efforts to ensure that no such delay will occur. In the event an exemption from registration under the Securities Act is available upon an exercise of this Option, Grantee Director (or the person permitted to exercise this Option in the event of Grantee’s death or incapacityDirector's death), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Grantee Director agrees that the shares of Stock which Grantee Director may acquire by exercising the this Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable Federal federal or state securities laws. Grantee Director also agrees that (i) that the certificates representing the Covered Shares shares of Stock purchased under this Option may bear such legend or legends as the Company Committee deems appropriate in order to assure compliance with applicable securities laws, (ii) that the Company may refuse to register the transfer of Covered Shares the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law law, and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Covered Shares shares of Stock purchased under this Option.

Status of Stock. Notwithstanding any other provision of this AgreementThe Company may, in the absence of an effective registration statement but shall not be obligated to, register for issuance under the Securities Act of 1933, as amended (the Covered Shares "Act") the shares of Stock acquirable upon exercise of this Option, . In the absence of such effective registration or an available exemption from registration under the Securities Act, the issuance of shares of Stock acquirable upon exercise of this Option will be delayed until registration of such shares is effective or an exemption from registration under the Securities Act is available. The Company intends to use its best efforts to ensure that no such delay will occur. In the event an exemption from registration under the Securities Act is available upon an exercise of this Option, Grantee Employee (or the person permitted to exercise this Option in the event of Grantee’s Employee's death or incapacity), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Grantee Employee agrees that the shares of Stock which Grantee Employee may acquire by exercising the this Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable Federal or state securities laws, whether federal or state. Grantee Employee also agrees (i) that the certificates representing the Covered Shares shares of Stock purchased under this Option may bear such legend or legends as the Company Committee deems appropriate in order to assure compliance with applicable securities laws, and (ii) that the Company may refuse to register the transfer of Covered Shares purchased the shares of Stock purchase under this Option on the stock transfer records of the Company if in such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any an applicable securities law laws and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Covered Shares shares of Stock purchased under this Option.

Status of Stock. Notwithstanding any other provision of this Amended Agreement, in the absence of an effective registration statement for issuance under the Securities Act of the Covered Shares acquirable upon exercise of this Option, or an available exemption from registration under the Securities Act, the issuance of shares of Stock acquirable upon exercise of this Option will be delayed until registration of such shares is effective or an exemption from registration under the Securities Act is available. The Company intends to use its best efforts to ensure that no such delay will occur. In the event an exemption from registration under the Securities Act is available upon an exercise of this Option, Grantee (or the person permitted to exercise this Option in the event of Grantee’s death or incapacity), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Grantee agrees that Stock which Grantee may acquire by exercising the Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable Federal or state securities laws. Grantee also agrees (i) that the certificates representing the Covered Shares purchased under this Option may bear such legend or legends as the Company deems appropriate in order to assure compliance with applicable securities laws, (ii) that the Company may refuse to register the transfer of Covered Shares purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Covered Shares purchased under this Option.

Status of Stock. Notwithstanding any other provision of this Agreement, in the absence of an effective registration statement The Company intends to register for issuance under the Securities Act of 1933, as amended (the Covered Shares "Act") the shares of Stock acquirable upon exercise of this Option, and to keep such registration effective throughout the period this Option is exercisable. In the absence of such effective registration or an available exemption from registration under the Securities Act, the issuance of shares of Stock acquirable upon exercise of this Option will be delayed until registration of such shares is effective or an exemption from registration under the Securities Act is available. The Company intends to use its best efforts to ensure that no such delay will occur. In the event an exemption from registration under the Securities Act is available upon an exercise of this Option, Grantee Employee (or the person permitted to exercise this Option in the event of Grantee’s Employee's death or incapacity), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Grantee Employee agrees that the shares of Stock which Grantee Employee may acquire by exercising the this Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable Federal or state securities laws, whether federal or state. Grantee Employee also agrees (i) that the certificates representing the Covered Shares shares of Stock purchased under this Option may bear such legend or legends as the Company Committee deems appropriate in order to assure compliance with applicable securities laws, (ii) that the Company may refuse to register the transfer of Covered Shares the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Covered Shares shares of Stock purchased under this Option.