Conditions to Delivery of Shares. 5.1. Subject to Section 3, the Shares deliverable hereunder, or any portion thereof, may be either previously authorized but unissued Shares or issued Shares which have then been reacquired by the Company. Such 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 Shares are 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 Committee shall, in its absolute discretion, deem necessary or advisable; (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee 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 4 hereof; and (e) The lapse of such reasonable period of time following the vesting of any RSUs as the Committee may from time to time establish for reasons of administrative convenience.
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Samples: Restricted Stock Unit Award Agreement (Signing Day Sports, Inc.), Restricted Stock Unit Award Agreement (Cardiff Lexington Corp), Restricted Stock Unit Award Agreement (Signing Day Sports, Inc.)
Conditions to Delivery of Shares. 5.1. Subject to Section 3, the The Shares deliverable hereunder, or any portion thereof, may be either previously authorized but unissued Shares or issued Shares which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessablenon-assessable. 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 Shares are then listed;
(b) The completion of any registration or other qualification of such Shares under any state applicable law, rule or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory bodyregulation, which the Committee Administrator shall, in its absolute discretion, deem necessary or advisable;
(c) The obtaining of any approval or other clearance from any state local, state, federal or federal foreign governmental agency which the Committee 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 or the Employer of any applicable withholding taxTax-Related Items required to be withheld by the Company or any affiliate thereof, which may be as further described in one or more of the forms of consideration permitted under Section 4 2.6 hereof; and
(e) The lapse of such reasonable period of time following the vesting of any RSUs Restricted Share Units as the Committee Administrator may from time to time establish for reasons of administrative convenience.
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Samples: Restricted Share Unit Award Agreement (InMode Ltd.)
Conditions to Delivery of Shares. 5.1. Subject to Section 319 of the Plan, the Shares deliverable hereunder, or any portion thereof, may be either previously authorized but unissued Shares or issued Shares which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessablenon-assessable. 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 Shares are then listed;
(b) The completion of any registration or other qualification of such Shares under any state applicable law, rule or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory bodyregulation, which the Committee Administrator shall, in its absolute discretion, deem necessary or advisable;
(c) The obtaining of any approval or other clearance from any state local, state, federal or federal foreign governmental agency which the Committee 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 or the Employer of any applicable withholding taxTax-Related Items required to be withheld by the Company or any affiliate thereof, which may be as further described in one or more of the forms of consideration permitted under Section 4 2.6 hereof; and
(e) The lapse of such reasonable period of time following the vesting of any RSUs Restricted Share Units as the Committee Administrator may from time to time establish for reasons of administrative convenience.
Appears in 1 contract
Samples: Restricted Share Unit Award Agreement (Mellanox Technologies, Ltd.)