Common use of Manner of Exercise of Option Clause in Contracts

Manner of Exercise of Option. 9.1 This Option shall be exercised only by the Option Holder (or the relevant Personal Representatives) by serving a written notice upon the Company which:- 9.1.1 specifies the number of Ordinary Shares in respect of which the Option is exercised; and 9.1.2 is accompanied by payment of an amount equal to the product of the number of Ordinary Shares specified in the notice and the Exercise Price; and is otherwise in the form set out in the Schedule to this Share Option Contract or such other form as the Company may notify in writing to the Option holder. 9.2 Subject to Clause 10, within 30 days beginning with the date on which the Company receives a notice of exercise which complies with Clause 9.1, the Company shall transfer to the Option Holder such number of Ordinary Shares as is specified in the notice. 9.3 Subject to Clause 10, as soon as reasonably practicable after issuing or procuring the transfer of any Ordinary Shares pursuant to Clause 9.2, the Company shall: 9.3.1 procure the issue to the Option Holder of a definitive share certificate or such acknowledgement of shareholding as is prescribed from time to time in respect of the Ordinary Shares so allotted; and 9.3.2 where Ordinary Shares are to be allotted and permission has been given for Ordinary Shares of the same class to be traded or dealt in on the London Stock Exchange or AIM, use its best endeavors to procure that the Ordinary Shares so allotted may be so traded or dealt in. 9.4 The Company may, if the Option Holder so requests, transfer some or all of such Ordinary Shares to a nominee of the Option Holder provided that beneficial ownership of such Ordinary Shares shall be vested in the Option Holder. 9.5 The transfer of any Ordinary Shares pursuant to the exercise of an Option shall be subject to the Articles of the Company and to any necessary consents of any governmental or other authorities under any enactments or regulations from time to time in force and it shall be the responsibility of the Option Holder to comply with any requirements to be fulfilled in order to obtain or obviate the necessity of such consent. 9.6 All Ordinary Shares transferred pursuant to the exercise of an Option shall be held subject to the provisions of the Articles and shall rank equally in all respects with the Ordinary Shares for the time being in issue save as regards any rights attaching to such Ordinary Shares by reference to a record date prior to the date of allotment or transfer. 9.7 Notwithstanding any other provision of this Share Option Contract, Options shall not be exercised if the issuance of Ordinary Shares upon such exercise would constitute a violation of any applicable securities laws, other laws or regulations of any jurisdiction, or the rules of any applicable securities exchange. As a further condition to the exercise of any Option, and in addition to any other requirements set forth in this Share Option Contract, the Company may require the Option Holder to make any other representations or warranties, or enter into any other agreements, as requested by the Company.

Manner of Exercise of Option. 9.1 This Option shall be exercised only by the Option Holder (or the relevant Personal Representatives) by serving a written notice upon the Company which:- 9.1.1 (a) specifies the number of Ordinary Shares in respect of which the Option is exercised; and 9.1.2 (b) is accompanied by payment (or, if permitted by the Company, an undertaking to make payment) of an amount equal to the product of the number of Ordinary Shares specified in the notice and the Exercise Price; and is otherwise in the form set out in the Schedule 2 to this Share Option Contract or such other form as the Company may notify in writing to the Option holderHolder. 9.2 Subject to Clause 10, within 30 days beginning with the date on which the Company receives a notice of exercise which complies with Clause 9.1, the Company shall transfer to the Option Holder such number of Ordinary Shares as is specified in the notice. 9.3 Subject to Clause 10, as soon as reasonably practicable after issuing or procuring the transfer of any Ordinary Shares pursuant to Clause 9.2, the Company shall: 9.3.1 (a) procure the issue to the Option Holder of a definitive share certificate or such acknowledgement of shareholding as is prescribed from time to time in respect of the Ordinary Shares so allotted; and 9.3.2 (b) (where Ordinary Shares are to be allotted and permission has been given for Ordinary Shares of the same class to be traded or dealt in on the London Stock Exchange or AIM), use its best endeavors endeavours to procure that the Ordinary Shares so allotted may be so traded or dealt in. 9.4 The Company may, if the Option Holder so requests, transfer some or all of such Ordinary Shares to a nominee of the Option Holder provided that beneficial ownership of such Ordinary Shares shall be vested in the Option Holder. 9.5 The transfer of any Ordinary Shares pursuant to the exercise of an Option shall be subject to the Memorandum and Articles of Association of the Company and to any necessary consents of any governmental or other authorities under any enactments or regulations from time to time in force and it shall be the responsibility of the Option Holder to comply with any requirements to be fulfilled in order to obtain or obviate the necessity of such consent. 9.6 All Ordinary Shares transferred pursuant to the exercise of an Option shall be held subject to the provisions of the Articles and shall rank equally in all respects with the Ordinary Shares for the time being in issue save as regards any rights attaching to such Ordinary Shares by reference to a record date prior to the date of allotment or transfer. 9.7 Notwithstanding any other provision of this Share Option Contract, Options shall not be exercised if the issuance of Ordinary Shares upon such exercise would constitute a violation of any applicable securities laws, other laws or regulations of any jurisdiction, or the rules of any applicable securities exchange. As a further condition to the exercise of any Option, and in addition to any other requirements set forth in this Share Option Contract, the Company may require the Option Holder to make any other representations or warranties, or enter into any other agreements, as requested by the Company.

Manner of Exercise of Option. 9.1 This (a) To the extent that the right to exercise an Option shall is then in effect, such Option may be exercised only in full or in part by the Option Holder (or the relevant Personal Representatives) by serving a giving written notice upon to the Company which:- 9.1.1 specifies stating the number of Ordinary Shares in respect of which the Option is exercised; and 9.1.2 is exercised and accompanied by payment in full for the Purchase Price of such Shares. Payment may be made, at the election of the Employee, (i) in cash (or by authorizing a third party to sell all or a portion of the Shares being purchased on the condition that an appropriate portion of such sale proceeds are remitted to the Company), or (ii) by check payable to the Company, or (iii) in shares of Common Stock (having a Fair Market Value on the date of payment equal to that portion of the Purchase Price being paid in such shares), or (iv) by a promissory note of the Employee payable to the Company (having the terms set forth in Section 4(d) below), or (v) a combination of the foregoing, or (vi) in such other form of consideration as the Board of Directors of the Company may, in its sole discretion, agree; provided that, if at the time of exercise such Option (or a portion of such Option) is a Non-Qualified Stock Option then Employee shall be required to pay to the Company an amount of cash at least equal to the product Company's obligation to withhold for federal and state income taxes. Upon such exercise, delivery of a certificate for paid-up, non-assessable Shares shall be made to the Employee at the principal office of the Company not more than thirty (30) days from the date of receipt of the notice by the Company. (b) The Company shall at all times during the term of each Option reserve and keep available such number of Ordinary Shares specified in of its Common Stock as will be sufficient to satisfy the notice and requirements of such Option. (c) Notwithstanding the Exercise Price; and is otherwise in the form set out in the Schedule to provision of Section 4(a) of this Share Option Contract or such other form as Agreement, the Company may notify in writing to delay the Option holder. 9.2 Subject to Clause 10, within 30 days beginning with the date on which the Company receives a notice issuance of exercise which complies with Clause 9.1, the Company shall transfer to the Option Holder such number of Ordinary Shares as is specified in the notice. 9.3 Subject to Clause 10, as soon as reasonably practicable after issuing or procuring the transfer of any Ordinary Shares pursuant to Clause 9.2, the Company shall: 9.3.1 procure the issue to the Option Holder of a definitive share certificate or such acknowledgement of shareholding as is prescribed from time to time in respect of the Ordinary Shares so allotted; and 9.3.2 where Ordinary Shares are to be allotted and permission has been given for Ordinary Shares of the same class to be traded or dealt in on the London Stock Exchange or AIM, use its best endeavors to procure that the Ordinary Shares so allotted may be so traded or dealt in. 9.4 The Company may, if the Option Holder so requests, transfer some or all of such Ordinary Shares to a nominee of the Option Holder provided that beneficial ownership of such Ordinary Shares shall be vested in the Option Holder. 9.5 The transfer of any Ordinary Shares pursuant to covered by the exercise of an Option and the delivery of a certificate for such Shares until one of the following conditions shall be subject satisfied: (i) The Shares with respect to which such Option has been exercised are at the time of the issue thereof effectively registered or qualified under applicable federal and state securities acts now in force or as hereafter amended; or (ii) Counsel for the Company shall have given an opinion, which opinion shall not be unreasonably conditioned or withheld, that such Shares are exempt from registration and qualification under applicable federal and state securities acts now in force or as hereafter amended. The Company shall use its best efforts to obtain a favorable opinion to the Articles of foregoing effect. (d) Any promissory delivered by the Company and to any necessary consents of any governmental or other authorities under any enactments or regulations from time to time in force and it Employee shall be due and payable as to principal on the responsibility third anniversary of the Option Holder to comply with any requirements to be fulfilled in order to obtain or obviate the necessity of such consent. 9.6 All Ordinary Shares transferred pursuant to the exercise of an Option shall be held subject to the provisions of the Articles and shall rank equally in all respects with the Ordinary Shares for the time being in issue save as regards any rights attaching to such Ordinary Shares by reference to a record date prior to the date of allotment or transfer. 9.7 Notwithstanding any other provision of this Share Option Contractthe note, Options and shall not be exercised if the issuance of Ordinary Shares upon such exercise would constitute payable as to interest on a violation of any applicable securities laws, other laws or regulations of any jurisdiction, or the rules of any applicable securities exchange. As monthly basis at a further condition rate per annum equal to the exercise "applicable federal rate" as then in effect for notes of any Option, like duration and in addition to any other requirements set forth in this Share Option Contract, the Company may require the Option Holder to make any other representations or warranties, or enter into any other agreements, as requested by the Companyterms of payment.

Manner of Exercise of Option. 9.1 This Option shall be exercised only by the Option Holder (a) The Grantee (or his heirs, executors or administrators), may exercise the relevant Personal Representatives) by serving a written notice upon the Company which:- 9.1.1 specifies option with respect to all or any part of the number of Ordinary Option Shares in respect exercisable hereunder by giving the Secretary of the Company written notice of exercise. The notice of exercise shall specify the number of Option Shares as to which the Option is exercised; andto be exercised and the date of exercise thereof, which date shall be at least five (5) days after the giving of such notice unless an earlier time shall have been mutually agreed upon. 9.1.2 is (b) Notice of exercise of the Option shall be accompanied by payment of an amount equal a written statement, signed by the Grantee (or his heirs, executors or administrators), and in form satisfactory to the product Company, that the shares are being purchased for the Grantee's own account, for investment and not with a view to distribution, and that the Grantee has no present intention of dividing his interest in the shares with others or of reselling or otherwise disposing of the number shares. The certificates for Option Shares issued without registration with the Securities and Exchange Commission shall bear a legend substantially in the following form: "The Securities represented by this certificate have not been registered under the Securities Act of Ordinary 1933 (the "Act") or applicable state securities laws (the "State Acts"), and shall not be sold, pledged, hypothecated, donated, or otherwise transferred (whether or not for consideration) by the holder except upon the issuance to the Corporation of a favorable opinion of its counsel and/or the submission to the Corporation of such other evidence as may by satisfactory to counsel for the Corporation, to the effect that any such transfer shall not be in violation of the Act or the State Acts." Such statement and legend shall not be required in the event the Option Shares are registered with the Securities and Exchange Commission. (c) Full payment in U.S. dollars of the Exercise Price for the Option Shares purchased shall be made in cash or by certified or bank cashier's check, on or before the exercise date specified in the notice and of exercise. (d) on the Exercise Price; and is otherwise exercise date specified in the form set out in the Schedule to this Share Option Contract Grantee's notice or such other form as the Company may notify in writing to the Option holder. 9.2 Subject to Clause 10, within 30 days beginning with the date on which the Company receives a notice of exercise which complies with Clause 9.1soon thereafter as is practicable, the Company shall transfer cause to be delivered to the Option Holder such number of Ordinary Shares as is specified Grantee a certificate or certificates registered in the notice. 9.3 Subject to Clause 10name of the Grantee for the Option Shares then being purchased, as soon as reasonably practicable after issuing or procuring the transfer of any Ordinary Shares pursuant to Clause 9.2, the Company shall: 9.3.1 procure the issue upon full payment for such Option Shares. in addition to the Option Holder of a definitive share certificate or such acknowledgement of shareholding as is prescribed from time to time legend provided for in respect of the Ordinary Shares so allotted; and 9.3.2 where Ordinary Shares are to be allotted and permission has been given for Ordinary Shares of the same class to be traded or dealt in on the London Stock Exchange or AIM, use its best endeavors to procure that the Ordinary Shares so allotted may be so traded or dealt in. 9.4 The Company maySection 3(b) hereof, if the Option Holder so requestsrequired, transfer some or all of such Ordinary Shares to a nominee of the Option Holder provided that beneficial ownership of such Ordinary Shares shall be vested in the Option Holder. 9.5 The transfer of any Ordinary Shares pursuant to the exercise of an Option said certificates shall be subject to the Articles same restrictions and shall bear the same legends as other shares of the Company Stock would be subject to and bear if issued on the same date. (e) if the Grantee fails to pay for any necessary consents of any governmental or other authorities under any enactments or regulations from time to time in force and it shall be the responsibility of the Option Holder Shares specified in such notice on or before the date specified in such notice or fails to comply with any requirements accept delivery thereof, the Grantee's right to purchase such Option Shares may be fulfilled terminated by the Company. The date specified in order to obtain or obviate the necessity of such consent. 9.6 All Ordinary Shares transferred pursuant to the exercise of an Option shall be held subject to the provisions of the Articles and shall rank equally in all respects with the Ordinary Shares for the time being in issue save Grantee's notice as regards any rights attaching to such Ordinary Shares by reference to a record date prior to the date of allotment or transfer. 9.7 Notwithstanding any other provision exercise shall be deemed the date of this Share exercise of the option, provided that payment in full for the Option Contract, Options shall not Shares to be exercised if the issuance of Ordinary Shares purchased upon such exercise would constitute a violation of any applicable securities laws, other laws or regulations of any jurisdiction, or the rules of any applicable securities exchange. As a further condition to the exercise of any Option, and in addition to any other requirements set forth in this Share Option Contract, the Company may require the Option Holder to make any other representations or warranties, or enter into any other agreements, as requested shall have been received by the Companysuch date.

Manner of Exercise of Option. 9.1 This Option The option shall be exercised only by delivering to the Option Holder (or Chief Financial Officer of the relevant Personal Representatives) by serving Corporation from time to time a written notice upon the Company which:- 9.1.1 specifies signed statement of exercise specifying the number of Ordinary Shares in respect shares to be purchased, together with cash or a check to the order of which the Option is exercised; and 9.1.2 is accompanied by payment of Corporation for an amount equal to the product purchase price of such shares. In the discretion of the number Committee, payment in full or in part may also be made by delivery of Ordinary Shares specified (i) irrevocable instructions to a broker to deliver promptly to the Corporation the amount of sale or loan proceeds to pay the exercise price, or (ii) previously owned shares of Stock not then subject to restrictions under any Corporation plan (but which may include shares the disposition of which constitutes a disqualifying disposition for purposes of obtaining incentive stock option treatment for federal tax purposes), or (iii) shares of Stock otherwise receivable upon the exercise of such option (which will constitute a disqualifying disposition of such shares for federal tax purposes) provided, however, that in the notice and event the Exercise Price; and is Committee shall determine in any given instance that the exercise of such option by withholding shares otherwise receivable would be unlawful, unduly burdensome or otherwise inappropriate, the Committee may require that such exercise be accomplished in another acceptable manner. For purposes of this Section 3, such surrendered shares shall be valued at the closing price of the Stock in the form set out NASDAQ Global Market on the most recent trading day preceding the date of exercise on which sales of the Stock occurred. The issuance of optioned shares shall be conditioned on the Optionee having either (i) paid, or (ii) made provisions satisfactory to the Committee for the payment of, all applicable tax withholding obligations, if any. Within twenty (20) days after such exercise of the option in whole or in part, the Corporation shall cause the shares with respect to which the option shall be so exercised to be issued in uncertificated form, in the Schedule to this Share Option Contract or such other form as the Company may notify in writing to the Option holder. 9.2 Subject to Clause 10Optionee's name, within 30 days beginning with the date on which the Company receives a notice of exercise which complies with Clause 9.1, the Company shall transfer to the Option Holder such number of Ordinary Shares as is specified in the notice. 9.3 Subject to Clause 10, as soon as reasonably practicable after issuing or procuring the transfer of any Ordinary Shares pursuant to Clause 9.2, the Company shall: 9.3.1 procure the issue to the Option Holder of a definitive share certificate or such acknowledgement of shareholding as is prescribed from time to time in respect of the Ordinary Shares so allotted; and 9.3.2 where Ordinary Shares are to be allotted and permission has been given for Ordinary Shares of the same class to be traded or dealt in on the London Stock Exchange or AIM, use its best endeavors to procure that the Ordinary Shares so allotted may be so traded or dealt in. 9.4 The Company mayprovided that, if the Option Holder so requests, stock transfer some or all of such Ordinary Shares to a nominee books of the Option Holder provided that beneficial ownership Corporation are closed for the whole or any part of said twenty (20) day period, then such Ordinary Shares period shall be vested in the Option Holder. 9.5 The transfer extended accordingly. Each purchase of any Ordinary Shares pursuant to the exercise of an Option Stock hereunder shall be subject to the Articles a separate and divisible transaction and a completed contract in and of the Company and to any necessary consents of any governmental or other authorities under any enactments or regulations from time to time in force and it shall be the responsibility of the Option Holder to comply with any requirements to be fulfilled in order to obtain or obviate the necessity of such consentitself. 9.6 All Ordinary Shares transferred pursuant to the exercise of an Option shall be held subject to the provisions of the Articles and shall rank equally in all respects with the Ordinary Shares for the time being in issue save as regards any rights attaching to such Ordinary Shares by reference to a record date prior to the date of allotment or transfer. 9.7 Notwithstanding any other provision of this Share Option Contract, Options shall not be exercised if the issuance of Ordinary Shares upon such exercise would constitute a violation of any applicable securities laws, other laws or regulations of any jurisdiction, or the rules of any applicable securities exchange. As a further condition to the exercise of any Option, and in addition to any other requirements set forth in this Share Option Contract, the Company may require the Option Holder to make any other representations or warranties, or enter into any other agreements, as requested by the Company.

Manner of Exercise of Option. 9.1 This (a) To the extent that the right to purchase shares has accrued and is in effect pursuant to a vested Option shall be exercised only by in accordance with the Option Holder (or the relevant Personal Representatives) by serving a written notice upon the Company which:- 9.1.1 specifies terms hereof, the number of Ordinary available Shares may be purchased in respect full (or in part) on or after the fifth anniversary date hereof by giving written notice to the Company stating the number of which the Option is exercised; and 9.1.2 is Shares purchased and accompanied by payment of an amount equal in full for such Shares. Payment shall be either wholly in cash or be a certified or bank cashier's check or money order payable to the product Company. Upon such purchase, delivery of a certificate for paid-up, non-assessable Shares shall be made at the principal office of the number of Ordinary Shares specified in the notice and the Exercise Price; and is otherwise in the form set out in the Schedule to this Share Option Contract or such other form as the Company may notify in writing to the Option holderperson exercising the Option. 9.2 Subject to Clause 10, within 30 days beginning with the date on which the Company receives a notice of exercise which complies with Clause 9.1, the (b) The Company shall transfer to at all times during the Option Holder term of the option reserve and keep available such number of Ordinary Shares shares of its Common Stock as is specified in will be sufficient to satisfy the notice. 9.3 Subject to Clause 10, as soon as reasonably practicable after issuing or procuring requirements of the transfer Option. The Employee shall not have any of any Ordinary Shares pursuant to Clause 9.2, the rights of a shareholder of the Company shall: 9.3.1 procure the issue to the Option Holder of a definitive share certificate or such acknowledgement of shareholding as is prescribed from time to time in respect of the Ordinary Shares so allotted; and 9.3.2 where Ordinary Shares are to be allotted and permission has been given until one or more certificates for Ordinary Shares of the same class to be traded or dealt in on the London Stock Exchange or AIM, use its best endeavors to procure that the Ordinary Shares so allotted may be so traded or dealt in. 9.4 The Company may, if the Option Holder so requests, transfer some or all of such Ordinary Shares to a nominee of the Option Holder provided that beneficial ownership of such Ordinary Shares shall be vested in delivered to the Option Holder. 9.5 The transfer Employee upon the purchase of any Ordinary Shares pursuant to the exercise of an a vested Option shall be subject to the Articles of the Company and to any necessary consents of any governmental or other authorities under any enactments or regulations from time to time in force and it shall be the responsibility of the Option Holder to comply accordance with any requirements to be fulfilled in order to obtain or obviate the necessity of such consentthis Agreement. 9.6 All Ordinary Shares transferred pursuant to (c) Notwithstanding the exercise of an Option shall be held subject to the provisions of the Articles and shall rank equally in all respects with the Ordinary Shares for the time being in issue save as regards any rights attaching to such Ordinary Shares by reference to a record date prior to the date of allotment or transfer. 9.7 Notwithstanding any other provision of Section 5(a) of this Share Option Contract, Options shall not be exercised if the issuance of Ordinary Shares upon such exercise would constitute a violation of any applicable securities laws, other laws or regulations of any jurisdiction, or the rules of any applicable securities exchange. As a further condition to the exercise of any Option, and in addition to any other requirements set forth in this Share Option ContractAgreement, the Company may require delay the Option Holder to make any other representations or warranties, or enter into any other agreements, as requested issuance of Shares covered by the Companyvesting of this option and the delivery of a certificate for such Shares until notice of the following conditions shall be satisfied: (i) The Shares purchase pursuant to a Vested Option are at the time of the issuance of such Shares effectively registered or qualified under applicable Federal and state securities acts now in force or as hereafter amended; or (ii) Counsel for the Company shall have given an opinion, which opinion shall not be unreasonable conditioned or withheld, that such Shares are exempt from registration and qualification under applicable federal and state securities acts now in force or as hereafter amended. (iii) The Company shall use its best efforts to promptly meet the condition under items (i) and (ii) above.

Manner of Exercise of Option. 9.1 This (a) To the extent that the right to exercise an Option shall is then in effect, such Option may be exercised only in full or in part by the Option Holder (or the relevant Personal Representatives) by serving a giving written notice upon to the Company which:- 9.1.1 specifies stating the number of Ordinary Shares in respect of which the Option is exercised; and 9.1.2 is exercised and accompanied by payment in full for the Purchase Price of such Shares. Payment may be made, at the election of the Employee, (i) in cash (or by authorizing a third party to sell all or a portion of the Shares being purchased on the condition that an appropriate portion of such sale proceeds are remitted to the Company), or (ii) by check payable to the Company, or (iii) in shares of Common Stock (having a Fair Market Value on the date of payment equal to that portion of the Purchase Price being paid in such shares), or (iv) by a promissory note of the Employee payable to the Company (having the terms set forth in Section 4(d) below), or (v) a combination of the foregoing, or (vi) in such other form of consideration as the Board of Directors of the Company may, in its sole discretion, agree; provided that, if at the time of exercise such Option (or a portion of such Option) is a Non-Qualified Stock Option then Employee shall be required to pay to the Company an amount of cash at least equal to the product Company's obligation to withhold for federal and state income taxes. Upon such exercise, delivery of a certificate for paid-up, non-assessable Shares shall be made to the Employee at the principal office of the Company not more than thirty (30) days from the date of receipt of the notice by the Company. (b) The Company shall at all times during the term of each Option reserve and keep available such number of Ordinary Shares specified in of its Common Stock as will be sufficient to satisfy the notice and require ments of such Option. (c) Notwithstanding the Exercise Price; and is otherwise in the form set out in the Schedule to provision of Section 4(a) of this Share Option Contract or such other form as Agreement, the Company may notify in writing to delay the Option holder. 9.2 Subject to Clause 10, within 30 days beginning with the date on which the Company receives a notice issuance of exercise which complies with Clause 9.1, the Company shall transfer to the Option Holder such number of Ordinary Shares as is specified in the notice. 9.3 Subject to Clause 10, as soon as reasonably practicable after issuing or procuring the transfer of any Ordinary Shares pursuant to Clause 9.2, the Company shall: 9.3.1 procure the issue to the Option Holder of a definitive share certificate or such acknowledgement of shareholding as is prescribed from time to time in respect of the Ordinary Shares so allotted; and 9.3.2 where Ordinary Shares are to be allotted and permission has been given for Ordinary Shares of the same class to be traded or dealt in on the London Stock Exchange or AIM, use its best endeavors to procure that the Ordinary Shares so allotted may be so traded or dealt in. 9.4 The Company may, if the Option Holder so requests, transfer some or all of such Ordinary Shares to a nominee of the Option Holder provided that beneficial ownership of such Ordinary Shares shall be vested in the Option Holder. 9.5 The transfer of any Ordinary Shares pursuant to covered by the exercise of an Option and the delivery of a certificate for such Shares until one of the following conditions shall be subject satisfied: (i) The Shares with respect to which such Option has been exercised are at the time of the issue thereof effectively registered or qualified under applicable federal and state securities acts now in force or as hereafter amended; or (ii) Counsel for the Company shall have given an opinion, which opinion shall not be unreasonably conditioned or withheld, that such Shares are exempt from registration and qualification under applicable federal and state securities acts now in force or as hereafter amended. The Company shall use its best efforts to obtain a favorable opinion to the Articles of foregoing effect. (d) Any promissory delivered by the Company and to any necessary consents of any governmental or other authorities under any enactments or regulations from time to time in force and it Employee shall be due and payable as to principal on the responsibility third anniversary of the Option Holder to comply with any requirements to be fulfilled in order to obtain or obviate the necessity of such consent. 9.6 All Ordinary Shares transferred pursuant to the exercise of an Option shall be held subject to the provisions of the Articles and shall rank equally in all respects with the Ordinary Shares for the time being in issue save as regards any rights attaching to such Ordinary Shares by reference to a record date prior to the date of allotment or transfer. 9.7 Notwithstanding any other provision of this Share Option Contractthe note, Options and shall not be exercised if the issuance of Ordinary Shares upon such exercise would constitute payable as to interest on a violation of any applicable securities laws, other laws or regulations of any jurisdiction, or the rules of any applicable securities exchange. As monthly basis at a further condition rate per annum equal to the exercise "applicable federal rate" as then in effect for notes of any Option, like duration and in addition to any other requirements set forth in this Share Option Contract, the Company may require the Option Holder to make any other representations or warranties, or enter into any other agreements, as requested by the Companyterms of payment.