Common use of Additional Conditions to Issuance of Shares Clause in Contracts

Additional Conditions to Issuance of Shares. The vesting of the Restricted Stock Units and the issuance and transfer of Shares shall be subject to compliance by the Company and the Participant with all applicable requirements of Federal and state securities laws and with all applicable requirements of any stock exchange on which the Company’s Shares may be listed. No Shares shall be issued pursuant to this Award Agreement unless and until any then applicable requirements of Federal or state laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel. The Participant understands that the Company is under no obligation to register the Shares with the Securities and Exchange Commission, any state securities commission or any stock exchange to effect such compliance. If at any time the Company shall determine, in its sole discretion, that the listing, registration, qualification or rule compliance of the Shares upon any securities exchange or under any state or Federal law, the tax code and related regulations or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to the Participant (or his or her estate) hereunder, such issuance shall not occur unless and until such listing, registration, qualification, rule compliance, consent or approval shall have been completed, effected or obtained free of any conditions not acceptable to the Company. Where the Company determines that the delivery of the payment of any Shares will violate U.S. Federal securities laws or any other applicable securities or exchange control laws, the Company shall defer delivery until the earliest date on which the Company reasonably concludes, in its sole discretion, that the delivery of such Shares will no longer cause such violation. The Company shall make all reasonable efforts to meet the requirements of any such Federal or state law or securities exchange and to obtain any such consent or approval of any such governmental authority or securities exchange.

Appears in 3 contracts

Samples: Form of Restricted Stock Unit Inducement Award Agreement (Akorn Inc), Restricted Stock Unit Award Agreement (Akorn Inc), Restricted Stock Unit Award Agreement (Akorn Inc)

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Additional Conditions to Issuance of Shares. The vesting exercise of the Restricted Non-Qualified Stock Units Options hereunder and the issuance and transfer of Shares shall be subject to compliance by the Company Corporation and the Participant with all applicable requirements of Federal federal and state securities laws and with all applicable requirements of any stock exchange on which the CompanyCorporation’s Shares may be listed. No Shares shall be issued pursuant to this Award Agreement unless and until any then applicable requirements of Federal state or state federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company Corporation and its counsel. The Participant understands that the Company Corporation is under no obligation to register the Shares shares with the Securities and Exchange Commission, any state securities commission or any stock exchange to effect such compliance. If at any time the Company shall Corporation will determine, in its sole discretion, that the listing, registration, qualification or rule compliance of the Shares upon any securities exchange or under any state or Federal federal law, the tax code and related regulations or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to the Participant (or his or her estate) hereunder, such issuance shall will not occur unless and until such listing, registration, qualification, rule compliance, consent or approval shall will have been completed, effected or obtained free of any conditions not acceptable to the CompanyCorporation. Where the Company Corporation determines that the delivery of the payment of any Shares will violate U.S. Federal federal securities laws or any other applicable securities or exchange control laws, the Company shall Corporation will defer delivery until the earliest date on at which the Company Corporation reasonably concludes, in its sole discretion, anticipates that the delivery of such Shares will no longer cause such violation. The Company shall Corporation will make all reasonable efforts to meet the requirements of any such Federal state or state federal law or securities exchange and to obtain any such consent or approval of any such governmental authority or securities exchange.

Appears in 1 contract

Samples: Non Qualified Stock Option Agreement (Akorn Inc)

Additional Conditions to Issuance of Shares. The vesting of the Restricted Performance Stock Units and the issuance and transfer of Shares shall be subject to compliance by the Company and the Participant with all applicable requirements of Federal and state securities laws and with all applicable requirements of any stock exchange on which the Company’s Shares may be listed. No Shares shall be issued pursuant to this Award Agreement unless and until any then applicable requirements of Federal or state laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel. The Participant understands that the Company is under no obligation to register the Shares with the Securities and Exchange Commission, any state securities commission or any stock exchange to effect such compliance. If at any time the Company shall determine, in its sole discretion, that the listing, registration, qualification or rule compliance of the Shares upon any securities exchange or under any state or Federal law, the tax code and related regulations or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to the Participant (or his or her estate) hereunder, such issuance shall not occur unless and until such listing, registration, qualification, rule compliance, consent or approval shall have been completed, effected or obtained free of any conditions not acceptable to the Company. Where the Company determines that the delivery of the payment of any Shares will violate U.S. Federal securities laws or any other applicable securities or exchange control laws, the Company shall defer delivery until the earliest date on which the Company reasonably concludes, in its sole discretion, that the delivery of such Shares will no longer cause such violation. The Company shall make all reasonable efforts to meet the requirements of any such Federal or state law or securities exchange and to obtain any such consent or approval of any such governmental authority or securities exchange.

Appears in 1 contract

Samples: Form of Performance Stock Unit Inducement Award Agreement (Akorn Inc)

Additional Conditions to Issuance of Shares. The vesting exercise of the Restricted Incentive Stock Units Options and the issuance and transfer of Shares shall be subject to compliance by the Company Corporation and the Participant with all applicable requirements of Federal federal and state securities laws and with all applicable requirements of any stock exchange on which the CompanyCorporation’s Shares may be listed. No Shares shall be issued pursuant to this Award Agreement unless and until any then applicable requirements of Federal state or state federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company Corporation and its counsel. The Participant understands that the Company Corporation is under no obligation to register the Shares shares with the Securities and Exchange Commission, any state securities commission or any stock exchange to effect such compliance. If at any time the Company shall Corporation will determine, in its sole discretion, that the listing, registration, qualification or rule compliance of the Shares upon any securities exchange or under any state or Federal federal law, the tax code and related regulations or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to the Participant (or his or her estate) hereunder, such issuance shall will not occur unless and until such listing, registration, qualification, rule compliance, consent or approval shall will have been completed, effected or obtained free of any conditions not acceptable to the CompanyCorporation. Where the Company Corporation determines that the delivery of the payment of any Shares will violate U.S. Federal federal securities laws or any other applicable securities or exchange control laws, the Company shall Corporation will defer delivery until the earliest date on at which the Company Corporation reasonably concludes, in its sole discretion, anticipates that the delivery of such Shares will no longer cause such violation. The Company shall Corporation will make all reasonable efforts to meet the requirements of any such Federal state or state federal law or securities exchange and to obtain any such consent or approval of any such governmental authority or securities exchange.

Appears in 1 contract

Samples: Form of Incentive Stock Option Agreement (Akorn Inc)

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Additional Conditions to Issuance of Shares. The vesting and exercise of the Restricted Nonqualified Stock Units Options and the issuance and transfer of Shares shall be subject to compliance by the Company and the Participant with all applicable requirements of Federal and state securities laws and with all applicable requirements of any stock exchange on which the Company’s Shares may be listed. No Shares shall be issued pursuant to this Award Agreement unless and until any then applicable requirements of Federal or state laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel. The Participant understands that the Company is under no obligation to register the Shares with the Securities and Exchange Commission, any state securities commission or any stock exchange to effect such compliance. If at any time the Company shall determine, in its sole discretion, that the listing, registration, qualification or rule compliance of the Shares upon any securities exchange or under any state or Federal law, the tax code and related regulations or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to the Participant (or his or her estate) hereunder, such issuance shall not occur unless and until such listing, registration, qualification, rule compliance, consent or approval shall have been completed, effected or obtained free of any conditions not acceptable to the Company. Where the Company determines that the delivery of the payment issuance of any Shares will violate U.S. Federal securities laws or any other applicable securities or exchange control laws, the Company shall defer delivery issuance until the earliest date on which the Company reasonably concludes, in its sole discretion, that the delivery issuance of such Shares will no longer cause such violation. The Company shall make all reasonable efforts to meet the requirements of any such Federal or state law or securities exchange and to obtain any such consent or approval of any such governmental authority or securities exchange.

Appears in 1 contract

Samples: Nonqualified Stock Option Inducement Award Agreement (Akorn Inc)

Additional Conditions to Issuance of Shares. The vesting of the Restricted Stock Units hereunder and the issuance and transfer of Shares shall be subject to compliance by the Company Corporation and the Participant with all applicable requirements of Federal federal and state securities laws and with all applicable requirements of any stock exchange on which the CompanyCorporation’s Shares may be listed. No Shares shall be issued pursuant to this Award Agreement unless and until any then applicable requirements of Federal state or state federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company Corporation and its counsel. The Participant understands that the Company Corporation is under no obligation to register the Shares shares with the Securities and Exchange Commission, any state securities commission or any stock exchange to effect such compliance. If at any time the Company shall Corporation will determine, in its sole discretion, that the listing, registration, qualification or rule compliance of the Company’s Shares upon any securities exchange or under any state or Federal federal law, the tax code and related regulations or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of the Shares to the Participant (or his or her estate) hereunder, such issuance shall will not occur unless and until such listing, registration, qualification, rule compliance, consent or approval shall will have been completed, effected or obtained free of any conditions not acceptable to the CompanyCorporation. Where the Company Corporation determines that the delivery of the payment of any Shares will violate U.S. Federal federal securities laws or any other applicable securities or exchange control laws, the Company shall Corporation will defer delivery until the earliest date on at which the Company Corporation reasonably concludes, in its sole discretion, anticipates that the delivery of such Shares will no longer cause such violation. The Company shall Corporation will make all reasonable efforts to meet the requirements of any such Federal state or state federal law or securities exchange and to obtain any such consent or approval of any such governmental authority or securities exchange.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Akorn Inc)

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