7. investment representation.
upon demand by the company, optionee shall deliver to the company a representation in writing that the purchase of all common units with respect to which notice of exercise of the option has been given by optionee is being made for investment only and not for resale or with a view to distribution, and containing such other representations and provisions with respect thereto as the company may require. upon such demand, delivery of such representation promptly and prior to the transfer or delivery of any such common units and prior to the expiration of the option period shall be a condition precedent to the right to purchase such common units.
8. unit restriction agreement.
upon exercise of the option, the optionee shall execute and deliver to the company, a unit restriction agreement in substantially the form attached to this agreement as exhibit a. execution and delivery of the unit restriction agreement prior to the transfer or delivery of any common units and prior to the expiration of the option period shall be a condition precedent to the right to purchase such common units.
9. transfer of common units to optionee.
as soon as practicable after optionee has given the company written notice and has otherwise met the requirements of section 6, the company shall issue or transfer the number of common units as to which the option has been exercised and shall deliver to optionee a certificate or certificates thereof, registered in optionee's name. no common units shall be issued until full payment therefor shall be made. in no event shall the company be required to transfer fractional common units to optionee, and, in lieu thereof, the company may pay an amount in cash equal to the fair market value of such fractional common units on the date of exercise. if the issuance or transfer of common units by the company would for any reason, in the opinion of counsel for the company, violate any applicable federal or state laws or regulations, the company may delay issuance or transfer of such common units to the optionee until compliance with such laws can reasonably be obtained. in no event shall the company be obligated to effect or obtain any listing, registration, qualification, consent or approval under any applicable federal or state laws or regulations or any contract or agreement to which the company is a party with respect to the issuance of any such common units.
10. nontransferability of option.
except with the prior written consent of the company, the option is not transferable by optionee other than by will or the laws of descent and distribution, and the option shall be exercisable during optionee's lifetime