Common use of Conditions to Issuance of Shares Clause in Contracts

Conditions to Issuance of Shares. Shares issued as payment for the RSUs will be issued out of the Company’s authorized but unissued Shares. Upon issuance, such Shares shall be fully paid and nonassessable. The Shares issued pursuant to this Agreement shall be held in book-entry form and no certificates shall be issued therefor. In addition to the other requirements set forth herein, the Shares issued as payment for the RSUs shall be issued only upon the fulfillment of all of the following conditions: (a) The admission of such Shares to listing on all stock exchanges on which such class of 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 state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable; (d) The lapse of such reasonable period of time as the Administrator may from time to time establish for reasons of administrative convenience; and (e) The receipt by the Company of full payment for any applicable withholding or other employment tax or required payments with respect to any such Shares to the Company with respect to the issuance or vesting of such Shares. In the event that the Company delays a distribution or payment in settlement of RSUs because it reasonably determines that the issuance of Shares in settlement of RSUs will violate federal securities laws or other applicable law, such distribution or payment shall be made at the earliest date at which the Company reasonably determines that the making of such distribution or payment will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii). The Company shall not delay any payment if such delay will result in a violation of Section 409A of the Code.

Conditions to Issuance of Shares. Shares issued as payment for the RSUs will be issued out of the Company’s authorized but unissued Shares. Upon issuance, such Shares shall be fully paid and nonassessable. The Shares issued pursuant to this Agreement shall be held in book-entry form and no certificates shall be issued therefor. In addition to the other requirements set forth herein, the Shares issued as payment for the RSUs shall be issued only upon the fulfillment of all of the following conditions: (a) The In the event that the Common Stock is listed on an established securities exchange, the admission of such Shares to listing on all stock exchanges on which such class of stock is then listedexchange; (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 state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable; (d) The lapse of such reasonable period of time as the Administrator may from time to time establish for reasons of administrative convenience; and (e) The receipt by the Company of full payment for any applicable withholding or other employment tax or required payments with respect to any such Shares to the Company with respect to the issuance or vesting of such Shares. In the event that the Company delays a distribution or payment in settlement of RSUs because it reasonably determines that the issuance of Shares in settlement of RSUs will violate federal securities laws or other applicable law, such distribution or payment shall be made at the earliest date at which the Company reasonably determines that the making of such distribution or payment will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii). The Company shall not delay any payment if such delay will result in a violation of Section 409A of the Code.

Conditions to Issuance of Shares. Shares issued as payment for the RSUs will be issued out of the Company’s authorized but unissued Shares. Upon issuance, such Shares shall be fully paid and nonassessable. The Shares issued pursuant to this Agreement shall be held in book-entry form and no certificates shall be issued therefor. In addition to the other requirements set forth herein, the Shares issued as payment for the RSUs shall be issued only upon the fulfillment of all of the following conditions: (a) The admission of such Shares to listing on all stock exchanges on which such class of 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 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 Administrator Committee shall, in its absolute discretion, determine to be necessary or advisable; (d) The lapse of such reasonable period of time as the Administrator Committee may from time to time establish for reasons of administrative convenience; and (e) The receipt by the Company of full payment for any applicable withholding or other employment tax or required payments with respect to any such Shares to the Company with respect to the issuance or vesting of such Shares. In the event that the Company delays a distribution or payment in settlement of RSUs because it reasonably determines that the issuance of Shares in settlement of RSUs will violate federal securities laws or other applicable law, such distribution or payment shall be made at the earliest date at which the Company reasonably determines that the making of such distribution or payment will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii). The Company shall not delay any payment if such delay will result in a violation of Section 409A of the Code.

Conditions to Issuance of Shares. The Restricted Shares issued as payment for deliverable to the RSUs will Employee may be issued out of the Company’s either previously authorized but unissued Shares. Upon issuance, such Shares shall be fully paid and nonassessableshares or issued shares which have been reacquired by the Company. The Company shall not be required to issue any certificate or certificates for Restricted Shares issued pursuant hereunder prior to this Agreement shall be held in book-entry form and no certificates shall be issued therefor. In addition to the other requirements set forth herein, the Shares issued as payment for the RSUs shall be issued only upon the fulfillment of all of the following conditions: (a) The admission of such Shares shares to listing on all stock exchanges on which such class of stock is then listed; (b) The completion of any registration or other qualification of such shares under any state State or federal law or under the rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator Committee shall, in its absolute discretion, deem necessary or advisable; (c) The obtaining of any approval or other clearance from any state State or federal governmental agency agency, which the Administrator Committee shall, in its absolute discretion, determine to be necessary or advisable;; and (d) The lapse of such reasonable period of time following the date of the grant of the Restricted Shares as the Administrator Committee may establish from time to time establish for reasons of administrative convenience; and (e) The receipt by . Neither the Employee nor any person claiming under or through the Employee shall be, or have any of the rights or privileges of, a stockholder of the Company in respect of full payment for any applicable withholding Restricted Shares deliverable hereunder unless and until certificates representing such shares shall have been issued, recorded on the records of the Company or other employment tax its transfer agents or required payments with respect registrars, and delivered to any the Employee or the Escrow Agent. Except as provided in paragraph 8, after such Shares to issuance, recordation and delivery, the Employee shall have all rights of a stockholder of the Company with respect to the issuance or vesting voting such Restricted Shares and receipt of dividends and distributions on such Restricted Shares. In the event that the Company delays a distribution or payment in settlement of RSUs because it reasonably determines that the issuance of Shares in settlement of RSUs will violate federal securities laws or other applicable law, such distribution or payment shall be made at the earliest date at which the Company reasonably determines that the making of such distribution or payment will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii). The Company shall not delay any payment if such delay will result in a violation of Section 409A of the Code.

Conditions to Issuance of Shares. (a) Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any certificates or make any book entries evidencing Shares issued as payment for pursuant to the RSUs will be issued out exercise of any Award, unless and until the Company’s authorized but unissued Shares. Upon issuanceBoard or the Committee has determined, with advice of counsel, that the issuance of such Shares shall be fully paid is in compliance with Applicable Law and nonassessable. The the Shares issued pursuant to this Agreement shall be held in book-entry form and no certificates shall be issued thereforare covered by an effective registration statement or applicable exemption from registration. In addition to the other requirements set forth terms and conditions provided herein, the Shares issued Board or the Committee may require that a Holder make such reasonable covenants, agreements and representations as payment for the RSUs shall be issued only upon Board or the fulfillment of all of the following conditions: (a) The admission of such Shares Committee, in its sole discretion, deems advisable in order to listing on all stock exchanges on which such class of stock is then listed;comply with Applicable Law. (b) The completion of All share certificates delivered pursuant to the Plan and all Shares issued pursuant to book entry procedures may be subject to any registration or stop-transfer orders and 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 restrictions as the Administrator shall, in its absolute discretion, deem deems necessary or advisable;advisable to comply with Applicable Law. The Administrator may place legends on any share certificate or book entry to reference restrictions applicable to the Shares. (c) The obtaining Administrator shall have the right to require any Holder to comply with any timing or other restrictions with respect to the settlement, distribution or exercise of any approval or other clearance from any state or federal governmental agency which Award, including a window-period limitation, as may be imposed in the Administrator shall, in its absolute discretion, determine to be necessary or advisable;sole discretion of the Administrator. (d) The lapse Notwithstanding any other provision of such reasonable period of time as the Plan, unless otherwise determined by the Administrator may from time or required by Applicable Law, the Company shall not deliver to time establish for reasons any Holder certificates evidencing Shares issued in connection with any Award and instead such Shares shall be recorded in the books of administrative convenience; andthe Company (or, as applicable, its transfer agent or stock plan administrator). (e) The receipt Any securities delivered under the Plan shall be subject to such restrictions, and the person acquiring such securities shall, if requested by the Company of full payment for any applicable withholding or other employment tax or required payments with respect to any Company, provide such Shares assurances and representations to the Company as the Company may deem necessary or desirable to assure compliance with respect all Applicable Law. To the extent permitted by Applicable Law, the Plan and Awards granted or awarded hereunder shall be deemed amended to the issuance or vesting of such Shares. In the event that the Company delays a distribution or payment in settlement of RSUs because it reasonably determines that the issuance of Shares in settlement of RSUs will violate federal securities laws or other applicable law, such distribution or payment shall be made at the earliest date at which the Company reasonably determines that the making of such distribution or payment will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii). The Company shall not delay any payment if such delay will result in a violation of Section 409A of the Codeextent necessary to conform to Applicable Law.

Conditions to Issuance of Shares. Upon issuance, Shares issued as payment for the RSUs will be issued out of the Company’s authorized but unissued Shares. Upon issuance, such Shares shall be fully paid and nonassessable. The Shares issued pursuant to this Agreement shall be held in book-entry form and no certificates shall be issued therefor. In addition to the other requirements set forth herein, the Shares issued as payment for the RSUs shall be issued only upon the fulfillment of all of the following conditions: (a) The admission registration of such Shares to listing on all stock exchanges on which under the Securities Act or, if such class Shares are not then so registered, the determination by the Administrator that such issuance would be exempt from the registration requirements of stock is then listedthe Securities Act; (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 state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable; (d) The lapse of such reasonable period of time as the Administrator may from time to time establish for reasons of administrative convenience; and (e) The receipt by the Company of full payment for any applicable withholding or other employment tax or required payments with respect to any such Shares to the Company with respect to the issuance or vesting of such Shares. In the event that the Company delays a distribution or payment in settlement of RSUs because it reasonably determines that the issuance of Shares in settlement of RSUs will violate federal securities laws or other applicable lawApplicable Law, such distribution or payment shall be made at the earliest date at which the Company reasonably determines that the making of such distribution or payment will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii). The Company shall not delay any payment if such delay will result in a violation of Section 409A of the Code.

Conditions to Issuance of Shares. The Restricted Shares issued as payment for ________________________________ deliverable to the RSUs will Employee may be issued out of the Company’s either previously authorized but unissued Shares. Upon issuance, such Shares shall be fully paid and nonassessableshares or issued shares which have been reacquired by the Company. The Company shall not be required to issue any certificate or certificates for Restricted Shares issued pursuant hereunder prior to this Agreement shall be held in book-entry form and no certificates shall be issued therefor. In addition to the other requirements set forth herein, the Shares issued as payment for the RSUs shall be issued only upon the fulfillment of all of the following conditions: : (a) The admission of such Shares shares to listing on all stock exchanges on which such class of stock is then listed; ; (b) The completion of any registration or other qualification of such shares under any state State or federal law or under the rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator Committee shall, in its absolute discretion, deem necessary or advisable; ; (c) The obtaining of any approval or other clearance from any state State or federal governmental agency agency, which the Administrator Committee shall, in its absolute discretion, determine to be necessary or advisable; ; and (d) The lapse of such reasonable period of time following the date of the grant of the Restricted Shares as the Administrator Committee may establish from time to time establish for reasons of administrative convenience; and (e) The receipt by . Neither the Employee nor any person claiming under or through the Employee shall be, or have any of the rights or privileges of, a stockholder of the Company in respect of full payment for any applicable withholding Restricted Shares deliverable hereunder unless and until certificates representing such shares shall have been issued, recorded on the records of the Company or other employment tax its transfer agents or required payments with respect registrars, and delivered to any the Employee or the Escrow Agent. Except as provided in paragraph 9, after such Shares to issuance, recordation and delivery, the Employee shall have all rights of a stockholder of the Company with respect to the issuance or vesting voting such Restricted Shares and receipt of dividends and distributions on such Restricted Shares. In the event that the Company delays a distribution or payment in settlement of RSUs because it reasonably determines that the issuance of Shares in settlement of RSUs will violate federal securities laws or other applicable law, such distribution or payment shall be made at the earliest date at which the Company reasonably determines that the making of such distribution or payment will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii). The Company shall not delay any payment if such delay will result in a violation of Section 409A of the Code.

Conditions to Issuance of Shares. Upon issuance, Shares issued as payment for the RSUs will be issued out of the Company’s authorized but unissued Shares. Upon issuance, such Shares shall be fully paid and nonassessable. The Shares issued pursuant to this Agreement shall be held in book-entry form and no certificates shall be issued therefor. In addition to the other requirements set forth herein, the Shares issued as payment for the RSUs shall be issued only upon the fulfillment of all of the following conditions: (a) The admission registration of such Shares to listing on all stock exchanges on which under the Securities Act or, if such class Shares are not then so registered, the determination by the Administrator that such issuance would be exempt from the registration requirements of stock is then listedthe Securities Act; (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 state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable; (d) The lapse of such reasonable period of time as the Administrator may from time to time establish for reasons of administrative convenience; and (e) The receipt by the Company of full payment for any applicable withholding or other employment tax or required payments with respect to any such Shares to the Company with respect to the issuance or vesting of such Shares. In the event that the Company delays a distribution or payment in settlement of RSUs because it reasonably determines that the issuance of Shares in settlement of RSUs will violate federal securities laws or other applicable lawApplicable Law, such distribution or payment shall be made at the earliest date at which the Company reasonably determines that the making of such distribution or payment will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii). The Company shall not delay any payment if such delay will result in a violation of Section 409A of the Code.

Conditions to Issuance of Shares. Shares Xxxxxx issued as payment for pursuant to the RSUs Award will be issued out of the Company’s authorized but unissued Shares. Upon issuance, such Shares shall be fully paid and nonassessable. The Shares issued pursuant to this Agreement shall be held in book-entry form and no certificates shall be issued therefor. In addition to the other requirements set forth herein, the Shares issued as payment for pursuant to the RSUs Award shall be issued only upon the fulfillment of all of the following conditions: (a) The admission of such Shares to listing on all stock exchanges on which such class of 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 state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable; (d) The lapse of such reasonable period of time as the Administrator may from time to time establish for reasons of administrative convenience; and (e) The receipt by the Company of full payment for any applicable withholding or other employment tax or required payments with respect to any such Shares to the Company with respect to the issuance or vesting of such Shares. In the event that the Company delays a distribution or payment in settlement the issuance of RSUs Shares pursuant to the Award because it reasonably determines that the issuance of such Shares in settlement of RSUs will violate federal securities laws or other applicable law, such distribution or payment issuance shall be made at the earliest date at which the Company reasonably determines that the making of such distribution or payment issuance will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii). The Company shall not delay any payment if such delay will result in a violation of Section 409A of the Code.

Conditions to Issuance of Shares. Shares issued as payment for the RSUs will be issued out of the Company’s authorized but unissued Shares. Upon issuance, such Shares shall be fully paid and nonassessable. The Shares issued pursuant to this Agreement shall be held in book-entry form and no certificates shall be issued therefor. In addition to the other requirements set forth herein, the Shares issued as payment for the RSUs shall be issued only upon the fulfillment of all of the following conditions: : (a) The In the event that the Common Stock is listed on an established securities exchange, the admission of such Shares to listing on all stock exchanges on which such class of stock is then listed; exchange; (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 state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable; ; (d) The lapse of such reasonable period of time as the Administrator may from time to time establish for reasons of administrative convenience; and and (e) The receipt by the Company of full payment for any applicable withholding or other employment tax or required payments with respect to any such Shares to the Company with respect to the issuance or vesting of such Shares. In the event that the Company delays a distribution or payment in settlement of RSUs because it reasonably determines that the issuance of Shares in settlement of RSUs will violate federal securities laws or other applicable law, such distribution or payment shall be made at the earliest date at which the Company reasonably determines that the making of such distribution or payment will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii). The Company shall not delay any payment if such delay will result in a violation of Section 409A of the Code.6

Conditions to Issuance of Shares. Upon issuance, Shares issued as payment for the RSUs will be issued out of the Company’s authorized but unissued Shares. Upon issuance, such Shares shall be fully paid and nonassessable. The Shares issued pursuant to this Agreement shall be held in book-entry form and no certificates shall be issued therefor. In addition to the other requirements set forth herein, the Shares issued as payment for the RSUs shall be issued only upon the fulfillment of all of the following conditions: (a) The admission registration of such Shares to listing on all stock exchanges on which under the Securities Act or, if such class Shares are not then so registered, the determination by the Administrator that such issuance would be exempt from the registration requirements of stock is then listedthe Securities Act; (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 state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable;; 1 Included in Xxxx XxXxxxxx’ award agreement. (d) The lapse of such reasonable period of time as the Administrator may from time to time establish for reasons of administrative convenience; and (e) The receipt by the Company of full payment for any applicable withholding or other employment tax or required payments with respect to any such Shares to the Company with respect to the issuance or vesting of such Shares. In the event that the Company delays a distribution or payment in settlement of RSUs because it reasonably determines that the issuance of Shares in settlement of RSUs will violate federal securities laws or other applicable lawApplicable Law, such distribution or payment shall be made at the earliest date at which the Company reasonably determines that the making of such distribution or payment will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii). The Company shall not delay any payment if such delay will result in a violation of Section 409A of the Code.

Conditions to Issuance of Shares. The Restricted Shares issued as payment for deliverable to the RSUs will Employee may be issued out of the Company’s either previously authorized but unissued Shares. Upon issuance, such Shares shall be fully paid and nonassessableshares or issued shares which have been reacquired by the Company. The Company shall not be required to issue any certificate or certificates for Restricted Shares issued pursuant hereunder prior to this Agreement shall be held in book-entry form and no certificates shall be issued therefor. In addition to the other requirements set forth herein, the Shares issued as payment for the RSUs shall be issued only upon the fulfillment of all of the following conditions: (a) The admission of such Shares shares to listing on all stock exchanges on which such class of stock is then listed; (b) The completion of any registration or other qualification of such shares under any state State or federal law or under the rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator Committee shall, in its absolute discretion, deem necessary or advisable; (c) The obtaining of any approval or other clearance from any state State or federal governmental agency agency, which the Administrator Committee shall, in its absolute discretion, determine to be necessary or advisable;; and (d) The lapse of such reasonable period of time following the date of the grant of the Restricted Shares as the Administrator Committee may establish from time to time establish for reasons of administrative convenience; and (e) The receipt by . Neither the Employee nor any person claiming under or through the Employee shall be, or have any of the rights or privileges of, a stockholder of the Company in respect of full payment for any applicable withholding Restricted Shares deliverable hereunder unless and until certificates representing such shares shall have been issued, recorded on the records of the Company or other employment tax its transfer agents or required payments with respect registrars, and delivered to any the Employee or the Escrow Agent. Except as provided in paragraph 9, after such Shares to issuance, recordation and delivery, the Employee shall have all rights of a stockholder of the Company with respect to the issuance or vesting voting such Restricted Shares and receipt of dividends and distributions on such Restricted Shares. In the event that the Company delays a distribution or payment in settlement of RSUs because it reasonably determines that the issuance of Shares in settlement of RSUs will violate federal securities laws or other applicable law, such distribution or payment shall be made at the earliest date at which the Company reasonably determines that the making of such distribution or payment will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii). The Company shall not delay any payment if such delay will result in a violation of Section 409A of the Code.