Compliance with Securities and Other Laws Sample Clauses

Compliance with Securities and Other Laws. In no event shall the Company be required to issue Shares under the Option granted hereunder, if the issuance thereof would constitute a violation of applicable federal or state securities laws or regulations or a violation of any other law or regulation of any governmental or regulatory agency or authority or any national securities exchange. As a condition to any issuance of Shares, the Company may place legends on shares, issue stop transfer orders and require such agreements or undertakings as the Company may deem necessary or advisable to assure compliance with any such laws or regulations, including, if the Company or its counsel deems it appropriate, representations from the Optionee that the Optionee is acquiring the Shares solely for investment and not with a view to distribution and that no distribution of the Shares will be made unless such shares are registered pursuant to applicable federal and state securities laws, or in the opinion of counsel of the Company, such registration is unnecessary.
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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. Liquidity and Liquidity Affiliates acknowledge their obligations under the Securities Laws and Rules of the Securities and Exchange Commission.
Compliance with Securities and Other Laws. The Option may not be exercised and the Company shall not be obligated to deliver any certificates evidencing shares of Common Stock hereunder if the issuance of shares upon such exercise would constitute a violation of any applicable requirements of: (i) the Securities Act of 1933, as amended, (ii) the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), (iii) applicable state or foreign 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, state or foreign 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. To the extent deemed necessary by the Company's counsel, shares of Common Stock issued upon exercise of this Option shall include such legends as in the opinion of the Company's counsel may be required by applicable federal, state and foreign securities laws.
Compliance with Securities and Other Laws. As a condition to the issuance or transfer of any Shares issuable in connection with the exercise of this Stock Option, the Company may require an opinion of counsel, satisfactory to the Company, to the effect that (i) such issuance and/or transfer will not be in violation of the Securities Act or any other applicable securities laws and (ii) such issuance and/or transfer will not be in violation of the rules and regulations of any securities exchange or automated quotation system on which the Common Stock is listed or admitted to trading. Further, the Company may refrain from issuing, delivering or transferring any Shares issuable in connection with the exercise of this Stock Option until the Company has determined that such issuance, delivery or transfer will not violate such securities laws or rules and regulations and that Optionee has tendered to the Company any federal, state or local tax owed as a result of such issuance, delivery or transfer, when the Company has a legal liability to satisfy such tax. The Company shall not be liable for damages due to delay in the issuance, delivery or transfer of any Shares issuable in connection with the exercise of this Stock Option or any agreement, instrument or certificate evidencing such Shares for any reason whatsoever, including, but not limited to, a delay caused by the listing requirements of any securities exchange or automated quotation system or any registration requirements under the Securities Act, the Exchange Act, or under any other state, federal or foreign law, rule or regulation. The Company is under no obligation to take any action or incur any expense to register or qualify the issuance, delivery or transfer of any Shares issuable in connection with the exercise of this Stock Option under applicable securities laws or to perfect any exemption from such registration or qualification or to list any security on any securities exchange or automated quotation system. Furthermore, the Company will have no liability to any person for refusing to issue, deliver or transfer any Shares issuable in connection with the exercise of this Stock Option if such refusal is based upon the foregoing provisions of this Section 8. As a condition to any issuance, delivery or transfer of any Shares issuable in connection with the exercise of this Stock Option, the Company may place legends on any agreement, instrument or certificate evidencing such Shares, issue stop transfer orders with respect thereto and require ...
Compliance with Securities and Other Laws. Without limiting the provisions of the Plan, the Company shall not be required to issue or deliver any certificates for Shares purchased pursuant to the exercise of the Option prior to: (i) the obtaining of any approval from any governmental agency which the Committee shall, in its sole discretion, determine to be necessary or advisable; (ii) the completion of any registration or other qualification of such Shares under any law, ruling or regulation of any federal, state, local or other governmental body which the Committee shall, in its sole discretion, determine to be necessary or advisable; and (iii) the determination by the Committee that the Optionee has tendered to the Company or otherwise satisfied any federal, state, local or other tax owed by the Optionee as a result of exercising the Option when the Company has a legal liability to satisfy such tax. In addition, if Shares reserved for issuance upon the exercise of the Option shall not then be registered under the Act, the Company may, upon the exercise of the Option, require the Optionee or the Optionee’s permitted transferee to represent in writing that the Shares being acquired are being acquired for investment and not with a view to distribution. In addition, the Company may xxxx any certificate evidencing the Shares with a legend restricting transfer and may issue stop transfer orders relating to any such certificate.
Compliance with Securities and Other Laws. In no event shall Xxxx be ----------------------------------------- required to issue Option shares under this Option if the issuance thereof would constitute a violation of applicable federal or state securities laws or regulations or a violation of any other law or regulation of any governmental or regulatory agency or authority or any national securities exchange. As a condition to any transfer of Option Shares, the Company may place legends on Option Shares, issue stop transfer orders and require such agreements or undertakings as the Company may deem necessary or advisable to assure compliance with any such laws or regulations, including, if the Company or its counsel deems it reasonably appropriate, further representations from Optionee that Optionee is acquiring the Option Shares solely for investment and not with a view to distribution and that no distribution of the Option Shares will be made unless such shares are registered pursuant to applicable securities laws, or in the opinion of counsel of the Company, such registration is unnecessary.
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Compliance with Securities and Other Laws. Shareholder acknowledges that this Amendment does not alter Shareholder’s duty to comply with the Company’s Policy on Xxxxxxx Xxxxxxx and Misuse of Information (including the pre-approval process), the securities laws of the United States and any state of the United States, the laws of Bermuda, or the laws of any other relevant jurisdiction.
Compliance with Securities and Other Laws. Subject to Legal Reservations,
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
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