Common use of Conditions for Issuance Clause in Contracts

Conditions for Issuance. The Committee may, in its discretion, require the Participant to represent to, and agree with, the Company in writing that such person is acquiring the Shares without a view toward the distribution thereof. The certificates for such Shares may include any legend that the Committee deems appropriate to reflect any restrictions on transfer. Notwithstanding any other provision of the Plan or this Agreement, the Company shall not be required to issue or deliver any certificate or certificates for Shares under the Plan prior to fulfillment of all of the following conditions: (i) listing, or approval for listing upon notice of issuance, of such Shares on the Applicable Exchange; (ii) any registration or other qualification of such Shares of the Company under any state or federal law or regulation, or the maintaining in effect of any such registration or other qualification that the Committee shall, in its absolute discretion upon the advice of counsel, deem necessary or advisable; and (iii) obtaining any other consent, approval or permit from any state or federal governmental agency that the Committee shall, in its absolute discretion after receiving the advice of counsel, determine to be necessary or advisable. Notwithstanding any of the provisions hereof, the Participant hereby agrees that he or she will not acquire any Shares, and that the Company will not be obligated to issue any Shares to the Participant hereunder, if the issuance of such Shares shall constitute a violation by the Participant or the Company of any provision of any law or regulation of any governmental authority. Any determination in this connection by the Company shall be final, binding and conclusive. The obligations of the Company and the rights of the Participant are subject to all applicable laws, rules and regulations.

Appears in 12 contracts

Samples: Restricted Stock Unit Award Agreement (Hilltop Holdings Inc.), Restricted Stock Unit Award Agreement (Hilltop Holdings Inc.), Restricted Stock Unit Award Agreement (Hilltop Holdings Inc.)

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Conditions for Issuance. The Committee may, in its discretion, require the Participant to represent to, and agree with, the Company in writing that such person is acquiring the Shares shares of Common Stock without a view toward the distribution thereof. The certificates for such Shares shares of Common Stock may include any legend that the Committee deems appropriate to reflect any restrictions on transfer. Notwithstanding any other provision of the Plan or this Agreement, the Company shall not be required to issue or deliver any certificate or certificates for Shares shares of Common Stock under the Plan prior to fulfillment of all of the following conditions: (i) listing, or approval for listing upon notice of issuance, of such Shares shares of Common Stock on the Applicable Exchangeapplicable exchange or inter-dealer quotation system; (ii) any registration or other qualification of such Shares shares of Common Stock of the Company under any state or federal law or regulation, or the maintaining in effect of any such registration or other qualification that the Committee shall, in its absolute discretion upon the advice of counsel, deem necessary or advisable; and (iii) obtaining any other consent, approval or permit from any state or federal governmental agency that the Committee shall, in its absolute discretion after receiving the advice of counsel, determine to be necessary or advisable. Notwithstanding any of the provisions hereof, the Participant hereby agrees that he or she will not acquire any Sharesshares of Common Stock, and that the Company will not be obligated to issue any Shares shares of Common Stock to the Participant hereunder, if the issuance of such Shares shares of Common Stock shall constitute a violation by the Participant or the Company of any provision of any law or regulation of any governmental authority. Any determination in this connection by the Company shall be final, binding and conclusive. The obligations of the Company and the rights of the Participant are subject to all applicable lawsApplicable Laws, rules and regulations.

Appears in 4 contracts

Samples: Restricted Stock Unit Award Agreement (Hilltop Holdings Inc.), Restricted Stock Unit Award Agreement (Hilltop Holdings Inc.), Restricted Stock Unit Award Agreement (Hilltop Holdings Inc.)

Conditions for Issuance. The Committee may, in its discretion, require the Participant to represent to, and agree with, the Company in writing that such person is acquiring the Shares shares of Common Stock without a view toward to the distribution thereof. The certificates for such Shares shares of Common Stock may include any legend that which the Committee deems appropriate to reflect any restrictions on transfer. Notwithstanding any other provision of the Plan or this Agreement, the Company shall not be required to issue or deliver any certificate or certificates for Shares shares of Common Stock under the Plan prior to fulfillment of all of the following conditions: (i) listing, or approval for listing upon notice of issuance, of such Shares shares of Common Stock on the Applicable Exchangeapplicable exchange; (ii) any registration or other qualification of such Shares shares of the Company Common Stock under any state or federal law or regulation, or the maintaining in effect of any such registration or other qualification that which the Committee shall, in its absolute discretion upon the advice of counsel, deem necessary or advisable; and (iii) obtaining any other consent, approval approval, or permit from any state or federal governmental agency that which the Committee shall, in its absolute discretion after receiving the advice of counsel, determine to be necessary or advisable. Notwithstanding any of the provisions hereof, the Participant hereby agrees that he or she will not acquire any Sharesshares of Common Stock, and that the Company will not be obligated to issue any Shares shares of Common Stock to the Participant hereunder, if the issuance of such Shares shares of Common Stock shall constitute a violation by the Participant or the Company of any provision of any law or regulation of any governmental authority. Any determination in this connection by the Company shall be final, binding binding, and conclusive. The obligations of the Company and the rights of the Participant are subject to all applicable laws, rules rules, and regulations.

Appears in 2 contracts

Samples: Restricted Stock Unit Award Agreement (First Acceptance Corp /De/), Restricted Stock Unit Award Agreement (First Acceptance Corp /De/)

Conditions for Issuance. The Committee may, in its discretion, require the Participant to represent to, to and agree with, with the Company in writing that such person is acquiring the Shares without a view toward to the distribution thereof. The certificates for such Shares may include any legend that which the Committee deems appropriate to reflect any restrictions on transfer. Notwithstanding any other provision of the Plan or this Agreement, the Company shall not be required to issue or deliver any certificate or certificates for Shares under the Plan prior to fulfillment of all of the following conditions: (i) listing, or approval for listing upon notice of issuance, of such Shares on the Applicable Exchange; (ii) any registration or other qualification of such Shares of the Company under any state or federal law or regulation, or the maintaining in effect of any such registration or other qualification that which the Committee shall, in its absolute discretion upon the advice of counsel, deem necessary or advisable; and (iii) obtaining any other consent, approval approval, or permit from any state or federal governmental agency that which the Committee shall, in its absolute discretion after receiving the advice of counsel, determine to be necessary or advisable. Notwithstanding any of the provisions hereof, the Participant hereby agrees that he or she will not acquire any Shares, and that the Company will not be obligated to issue any Shares to the Participant hereunder, if the issuance of such Shares shall constitute a violation by the Participant or the Company of any provision of any law or regulation of any governmental authority. Any determination in this connection by the Company shall be final, binding binding, and conclusive. The obligations of the Company and the rights of the Participant are subject to all applicable laws, rules rules, and regulations.

Appears in 2 contracts

Samples: Restricted Stock Unit Award Agreement (Hilltop Holdings Inc.), Restricted Stock Unit Award Agreement (Hilltop Holdings Inc.)

Conditions for Issuance. The Committee may, in its discretion, require the Participant to represent to, and agree with, the Company in writing that such person is acquiring the Shares without a view toward the distribution thereof. The certificates for such Shares may include any legend that the Committee deems appropriate to reflect any restrictions on transfer. Notwithstanding any other provision of the Plan or this Agreement, the Company shall not be required to issue or deliver any certificate or certificates for Shares under the Plan prior to fulfillment of all of the following conditions: (i) listing, or approval for listing upon notice of issuance, of such Shares on the Applicable Exchange; (ii) any registration or other qualification of such Shares of the Company under any state or federal law or regulation, or the maintaining in effect of any such registration or other qualification that the Committee shall, in its absolute discretion upon the advice of counsel, deem necessary or advisable; and (iii) obtaining any other consent, approval or permit from any state or federal governmental agency that the Committee shall, in its absolute discretion after receiving the advice of counsel, determine to be necessary or advisable. Notwithstanding any of the provisions hereof, the Participant hereby agrees that he or she will not acquire any Shares, and that the Company will not be obligated to issue any Shares to the Participant hereunder, if the issuance of such Shares shall constitute a violation by the Participant or the Company of any provision of any law or regulation of any governmental authority. Any determination in this Time-Based (Non-Section 16) connection by the Company shall be final, binding and conclusive. The obligations of the Company and the rights of the Participant are subject to all applicable laws, rules and regulations.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Hilltop Holdings Inc.)

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Conditions for Issuance. The Committee may, in its discretion, require the Participant to represent to, and agree with, the Company in writing that such person is acquiring the Shares shares of Common Stock without a view toward the distribution thereof. The certificates for such Shares shares of Common Stock may include any legend that the Committee deems appropriate to reflect any restrictions on transfer. Notwithstanding any other provision of the Plan or this Agreement, the Company shall not be required to issue or deliver any certificate or certificates for Shares shares of Common Stock under the Plan prior to fulfillment of all of the following conditions: (i) listing, or approval for listing upon notice of issuance, of such Shares shares of Common Stock on the Applicable Exchangeapplicable exchange or inter-dealer quotation system; (ii) any registration or other qualification of such Shares shares of Common Stock of the Company under any state or federal law or regulation, or the maintaining in effect of any such registration or other qualification that the Committee shall, in its absolute discretion upon the advice of counsel, deem necessary or advisable; and (iii) obtaining any other consent, approval or permit from any state or federal governmental agency that the Committee shall, in its absolute discretion after receiving the advice of counsel, determine to be necessary or advisable. Notwithstanding any of the provisions hereof, the Participant hereby agrees that he or she will not acquire any Sharesshares of Common Stock, and that the Company will not be obligated to issue any Shares Time-Based (Section 16) ​ shares of Common Stock to the Participant hereunder, if the issuance of such Shares shares of Common Stock shall constitute a violation by the Participant or the Company of any provision of any law or regulation of any governmental authority. Any determination in this connection by the Company shall be final, binding and conclusive. The obligations of the Company and the rights of the Participant are subject to all applicable lawsApplicable Laws, rules and regulations.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Hilltop Holdings Inc.)

Conditions for Issuance. The Committee may, in its discretion, require the Participant to represent to, and agree with, the Company in writing that such person is acquiring the Shares shares of Common Stock without a view toward the distribution thereof. The certificates for such Shares shares of Common Stock may include any legend that the Committee deems appropriate to reflect any restrictions on transfer. Notwithstanding any other provision of the Plan or this Agreement, the Company shall not be required to issue or deliver any certificate or certificates for Shares shares of Common Stock under the Plan prior to fulfillment of all of the following conditions: (i) listing, or approval for listing upon notice of issuance, of such Shares shares of Common Stock on the Applicable Exchangeapplicable exchange or inter-dealer quotation system; (ii) any registration or other qualification of such Shares shares of Common Performance Based (Section 16) ​ ​ Stock of the Company under any state or federal law or regulation, or the maintaining in effect of any such registration or other qualification that the Committee shall, in its absolute discretion upon the advice of counsel, deem necessary or advisable; and (iii) obtaining any other consent, approval or permit from any state or federal governmental agency that the Committee shall, in its absolute discretion after receiving the advice of counsel, determine to be necessary or advisable. Notwithstanding any of the provisions hereof, the Participant hereby agrees that he or she will not acquire any Sharesshares of Common Stock, and that the Company will not be obligated to issue any Shares shares of Common Stock to the Participant hereunder, if the issuance of such Shares shares of Common Stock shall constitute a violation by the Participant or the Company of any provision of any law or regulation of any governmental authority. Any determination in this connection by the Company shall be final, binding and conclusive. The obligations of the Company and the rights of the Participant are subject to all applicable lawsApplicable Laws, rules and regulations.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Hilltop Holdings Inc.)

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