Common use of Compliance with Securities Law Clause in Contracts

Compliance with Securities Law. 9.1 No Shares may be issued hereunder if the Company shall at any time determine that to do so would (i) violate the listing requirements of an applicable securities exchange, or adversely affect the registration or qualification of the Company’s Shares under any state or federal law or regulation, or (ii) require the consent or approval of any regulatory body or the satisfaction of withholding tax or other withholding liabilities. In any of the events referred to in clause (i) or clause (ii) above, the issuance of such Shares shall be suspended and shall not be effective unless and until such withholding, listing, registration, qualifications or approval shall have been effected or obtained free of any conditions not acceptable to the Company in its sole discretion, notwithstanding any termination of the Award or any portion of the Award during the period when issuance has been suspended. 9.2 The Committee may require, as a condition to the issuance of Shares hereunder, representations, warranties and agreements to the effect that such Shares are being purchased or acquired by the Grantee for investment only and without any present intention to sell or otherwise distribute such Shares and that the Grantee will not dispose of such Shares in transactions which, in the opinion of counsel to the Company, would violate the registration provisions of the Securities Act and the rules and regulations thereunder.

Appears in 3 contracts

Samples: Performance Stock Unit Agreement (Us Ecology, Inc.), Performance Stock Unit Agreement (Us Ecology, Inc.), Performance Stock Unit Agreement (Us Ecology, Inc.)

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Compliance with Securities Law. 9.1 10.1 No Shares may be issued hereunder if the Company shall at any time determine that to do so would (i) violate the listing requirements of an applicable securities exchange, or adversely affect the registration or qualification of the Company’s Shares under any state or federal law or regulation, or (ii) require the consent or approval of any regulatory body or the satisfaction of withholding tax or other withholding liabilities. In any of the events referred to in clause (i) or clause (ii) above, the issuance of such Shares shall be suspended and shall not be effective unless and until such withholding, listing, registration, qualifications or approval shall have been effected or obtained free of any conditions not acceptable to the Company in its sole discretion, notwithstanding any termination of the Award or any portion of the Award during the period when issuance has been suspended. 9.2 10.2 The Committee may require, as a condition to the issuance of Shares hereunder, representations, warranties and agreements to the effect that such Shares are being purchased or acquired by the Grantee for investment only and without any present intention to sell or otherwise distribute such Shares and that the Grantee will not dispose of such Shares in transactions which, in the opinion of counsel to the Company, would violate the registration provisions of the Securities Act and the rules and regulations thereunder.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Us Ecology, Inc.)

Compliance with Securities Law. 9.1 10.1 No Shares may be issued hereunder if the Company shall at any time determine that to do so would (i) violate the listing requirements of an applicable securities exchange, or adversely affect the registration or qualification of the Company’s 's Shares under any state or federal law or regulation, or (ii) require the consent or approval of any regulatory body or the satisfaction of withholding tax or other withholding liabilities. In any of the events referred to in clause (i) or clause (ii) above, the issuance of such Shares shall be suspended and shall not be effective unless and until such withholding, listing, registration, qualifications or approval shall have been effected or obtained free of any conditions not acceptable to the Company in its sole discretion, notwithstanding any termination of the Award or any portion of the Award during the period when issuance has been suspended. 9.2 10.2 The Committee may require, as a condition to the issuance of Shares hereunder, representations, warranties and agreements to the effect that such Shares are being purchased or acquired by the Grantee for investment only and without any present intention to sell or otherwise distribute such Shares and that the Grantee will not dispose of such Shares in transactions which, in the opinion of counsel to the Company, would violate the registration provisions of the Securities Act and the rules and regulations thereunder.

Appears in 1 contract

Samples: Restricted Share Agreement (US Ecology, Inc.)

Compliance with Securities Law. 9.1 No Shares may be issued hereunder if the Company shall at any time determine that to do so would (i) violate the listing requirements of an applicable securities exchange, or adversely affect the registration or qualification of the Company’s 's Shares under any state or federal law or regulation, or (ii) require the consent or approval of any regulatory body or the satisfaction of withholding tax or other withholding liabilities. In any of the events referred to in clause (i) or clause (ii) above, the issuance of such Shares shall be suspended and shall not be effective unless and until such withholding, listing, registration, qualifications or approval shall have been effected or obtained free of any conditions not acceptable to the Company in its sole discretion, notwithstanding any termination of the Award Restricted Shares or any portion of the Award Restricted Shares during the period when issuance has been suspended.. ​ ​ 9.2 The Committee may require, as a condition to the issuance of the Restricted Shares hereunder, representations, warranties and agreements to the effect that such Restricted Shares are being purchased or acquired by the Grantee for investment only and without any present intention to sell or otherwise distribute such Restricted Shares and that the Grantee will not dispose of such Restricted Shares in transactions a transaction which, in the opinion of counsel to the Company, would violate the registration provisions of the Securities Act and or the rules and or regulations thereunder.

Appears in 1 contract

Samples: Restricted Stock Agreement (US Ecology, Inc.)

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Compliance with Securities Law. 9.1 No Shares may be issued hereunder if the Company shall at any time determine that to do so would (i) violate the listing requirements of an applicable securities exchange, or adversely affect the registration or qualification of the Company’s 's Shares under any state or federal law or regulation, or (ii) require the consent or approval of any regulatory body or the satisfaction of withholding tax or other withholding liabilities. In any of the events referred to in clause (i) or clause (ii) above, the issuance of such Shares shall be suspended and shall not be effective unless and until such withholding, listing, registration, qualifications or approval shall have been effected or obtained free of any conditions not acceptable to the Company in its sole discretion, notwithstanding any termination of the Award or any portion of the Award during the period when issuance has been suspended. 9.2 The Committee may require, as a condition to the issuance of Shares hereunder, representations, warranties and agreements to the effect that such Shares are being purchased or acquired by the Grantee for investment only and without any present intention to sell or otherwise distribute such Shares and that the Grantee will not dispose of such Shares in transactions which, in the opinion of counsel to the Company, would violate the registration provisions of the Securities Act and the rules and regulations thereunder.

Appears in 1 contract

Samples: Performance Stock Unit Agreement (Us Ecology, Inc.)

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