Common use of Conditions to Delivery of Shares Clause in Contracts

Conditions to Delivery of Shares. Subject to Section 11.4 of the Plan and Section 3.5 hereof, the Shares deliverable hereunder, or any portion thereof, may be either previously authorized but unissued shares of Common Stock or issued shares of Common Stock which have then been reacquired by the Company. Such shares of Common Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any Shares deliverable hereunder or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such Shares to listing on all stock exchanges on which such Common Stock is then listed; (b) The completion of any registration or other qualification of such Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable; (c) The obtaining of any approval or other clearance from any federal, state or local governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable; (d) The receipt by the Company of full payment for such Shares, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 3.5 hereof; and (e) The lapse of such reasonable period of time following the Valuation Date as the Administrator may from time to time establish for reasons of administrative convenience.

Appears in 4 contracts

Samples: Performance Share Award Agreement (Spirit Airlines, Inc.), Performance Market Stock Unit Grant Notice and Market Stock Unit Agreement (Spirit Airlines, Inc.), Performance Share Award Agreement (Spirit Airlines, Inc.)

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Conditions to Delivery of Shares. Subject to Section 11.4 of the Plan and Section 3.5 hereof, the Shares deliverable hereunder, or any portion thereof, may be either previously authorized but unissued shares of Common Stock or issued shares of Common Stock which have then been reacquired by the Company. Such shares of Common Stock Shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any Shares deliverable hereunder or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such Shares to listing on all stock exchanges on which such Common Stock is then listed; (b) The completion of any registration or other qualification of such Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable; (c) The obtaining of any approval or other clearance from any federal, state or local governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable; (d) The receipt by the Company of full payment for such Shares, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 3.5 2.6 hereof; and (e) The lapse of such reasonable period of time following the Valuation Date vesting of any Restricted Stock Units as the Administrator may from time to time establish for reasons of administrative convenience.

Appears in 2 contracts

Samples: Restricted Stock Unit Award Agreement (Spirit Airlines, Inc.), Employment Agreement (Spirit Airlines, Inc.)

Conditions to Delivery of Shares. Subject to Section 11.4 of the Plan and Section 3.5 hereof, the Shares shares deliverable hereunder, or any portion thereof, may be either previously authorized but unissued shares of Common Stock or issued shares of Common Stock which have then been reacquired by the Company. Such shares of Common Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any Shares shares of Common Stock deliverable hereunder or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such Shares shares of Common Stock to listing on all stock exchanges on which such Common Stock is then listed; (b) The completion of any registration or other qualification of such Shares shares of Common Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable; (c) The obtaining of any approval or other clearance from any federal, state or local governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable; (d) The receipt by the Company of full payment for such Sharesshares of Common Stock, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 3.5 hereof; and (e) The lapse of such reasonable period of time following the Valuation Date as the Administrator may from time to time establish for reasons of administrative convenience.

Appears in 1 contract

Samples: Performance Share Award Agreement (Spirit Airlines, Inc.)

Conditions to Delivery of Shares. Subject to Section 11.4 of the Plan and Section 3.5 hereof, the Shares deliverable hereunder, or any portion thereof, may be either previously authorized but unissued shares of Common Stock or issued shares of Common Stock which have then been reacquired by the Company. Such shares of Common Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any Shares deliverable hereunder or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such Shares to listing on all stock exchanges on which such Common Stock is then listed; (b) The completion of any registration or other qualification of such Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable; (c) The obtaining of any approval or other clearance from any federal, state or local governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable; (d) The receipt by the Company of full payment for such Shares, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 3.5 hereof; and (e) The lapse of such reasonable period of time following the Valuation Date as the Administrator may from time to time establish for reasons of administrative convenience.

Appears in 1 contract

Samples: Performance Award Agreement (Spirit Airlines, Inc.)

Conditions to Delivery of Shares. Subject to Section 11.4 of the Plan and Section 3.5 hereof, the Shares deliverable hereunder, or any portion thereof, may be either previously authorized but unissued shares of Common Stock or issued shares of Common Stock which have then been reacquired by the Company. Such shares of Common Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any Shares deliverable hereunder or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such Shares to listing on all stock exchanges on which such Common Stock is then listed; (b) The completion of any registration or other qualification of such Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable;; 1009804545v4 (c) The obtaining of any approval or other clearance from any federal, state or local governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable; (d) The receipt by the Company of full payment for such Shares, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 3.5 hereof; and (e) The lapse of such reasonable period of time following the Valuation Date December 31, 2026 (but not later than March 15, 2027) as the Administrator may from time to time establish for reasons of administrative convenience.

Appears in 1 contract

Samples: Performance Share Award Agreement (Spirit Airlines, Inc.)

Conditions to Delivery of Shares. Subject to Section 11.4 of the Plan and Section 3.5 hereofPlan, the Shares deliverable shares of Common Stock issued hereunder, or any portion thereof, may be either previously authorized but unissued shares of Common Stock or issued shares of Common Stock which have then been reacquired by the Company. Such shares of Common Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any Shares deliverable hereunder shares of Common Stock or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such Shares shares to listing on all stock exchanges on which such Common Stock is then listed; (b) The completion of any registration or other qualification of such Shares shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable; (c) The obtaining of any approval or other clearance from any federal, state or local governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable; (d) The receipt by the Company of full payment for such Sharesshares, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 3.5 2.6 hereof; and (e) The lapse of such reasonable period of time following the Valuation Date grant of any Restricted Share as the Administrator may from time to time establish for reasons of administrative convenience.

Appears in 1 contract

Samples: Restricted Stock Award Agreement (Spirit Airlines, Inc.)

Conditions to Delivery of Shares. Subject to Section 11.4 of the Plan and Section 3.5 hereof, the Shares shares of Common Stock deliverable hereunder, or any portion thereof, may be either previously authorized but unissued shares of Common Stock or issued shares of Common Stock which have then been reacquired by the Company. Such shares of Common Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any Shares shares of Common Stock deliverable hereunder or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such Shares shares of Common Stock to listing on all stock exchanges on which such Common Stock is then listed; (b) The completion of any registration or other qualification of such Shares shares of Common Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable; (c) The obtaining of any approval or other clearance from any federal, state or local governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable; (d) The receipt by the Company of full payment for such Sharesshares of Common Stock, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 3.5 2.5 hereof; and (e) The lapse of such reasonable period of time following the Valuation Date vesting of any Restricted Stock Units as the Administrator may from time to time establish for reasons of administrative convenience.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Spirit Airlines, Inc.)

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Conditions to Delivery of Shares. Subject to Section 11.4 of the Plan and Section 3.5 hereof, the Shares deliverable hereunder, or any portion thereof, may be either previously authorized but unissued shares of Common Stock or issued shares of Common Stock which have then been reacquired by the Company. Such shares of Common Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any Shares deliverable hereunder or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such Shares to listing on all stock exchanges on which such Common Stock is then listed; (b) The completion of any registration or other qualification of such Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable; (c) The obtaining of any approval or other clearance from any federal, state or local governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable; (d) The receipt by the Company of full payment for such Shares, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 3.5 hereof; and (e) The lapse of such reasonable period of time following the Valuation Date December 31, 2024 as the Administrator may from time to time establish for reasons of administrative convenience.

Appears in 1 contract

Samples: Performance Share Award Agreement (Spirit Airlines, Inc.)

Conditions to Delivery of Shares. Subject to Section 11.4 13.1 of the Plan and Section 3.5 hereofPlan, the Shares deliverable hereunder, or any portion thereof, may be either previously authorized but unissued shares of Common Stock Shares or issued shares of Common Stock Shares which have then been reacquired by the Company. Such shares of Common Stock Shares shall be fully paid and nonassessable. The Unless an applicable exemption otherwise applies to the Company or the Participant, as applicable, the Company shall not be required to issue or deliver any Shares deliverable hereunder or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such Shares to listing on all stock exchanges on which such Common Stock is the Shares are then listed; (b) The completion of any registration or other qualification of such Shares under any state state, federal or federal foreign law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable; (c) The obtaining of any approval or other clearance from any federalstate, state federal or local foreign governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable; (d) The receipt by the Company of full payment for such Shares, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 3.5 2.6 hereof; and (e) The lapse of such reasonable period of time following the Valuation a Vesting Date as the Administrator may from time to time establish for reasons of administrative convenience.

Appears in 1 contract

Samples: Employment Agreement (William Lyon Homes)

Conditions to Delivery of Shares. Subject to Section 11.4 of the Plan and Section 3.5 hereof, the Shares shares deliverable hereunder, or any portion thereof, may be either previously authorized but unissued shares of Common Stock or issued shares of Common Stock which have then been reacquired by the Company. Such shares of Common Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any Shares shares deliverable hereunder or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such Shares shares to listing on all stock exchanges on which such Common Stock is then listed; (b) The completion of any registration or other qualification of such Shares shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable; (c) The obtaining of any approval or other clearance from any federal, state or local governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable; (d) The receipt by the Company of full payment for such Sharesshares, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 3.5 2.6 hereof; and (e) The lapse of such reasonable period of time following the Valuation Date vesting of any Restricted Stock Units as the Administrator may from time to time establish for reasons of administrative convenience.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Spirit Airlines, Inc.)

Conditions to Delivery of Shares. Subject to Section 11.4 of the Plan and Section 3.5 2.6(b) hereof, the Shares deliverable hereunder, or any portion thereof, may be either previously authorized but unissued shares of Common Stock or issued shares of Common Stock which have then been reacquired by the Company. Such shares of Common Stock Shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any Shares deliverable hereunder or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such Shares to listing on all stock exchanges on which such Common Stock is then listed; (b) The completion of any registration or other qualification of such Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable; (c) The obtaining of any approval or other clearance from any federal, state or local governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable; (d) The receipt by the Company of full payment for such Shares, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 3.5 2.6 hereof; and (e) The lapse of such reasonable period of time following the Valuation Date vesting of any Restricted Stock Units as the Administrator may from time to time establish for reasons of administrative convenience.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Spirit Airlines, Inc.)

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