Common use of Conditions to Issuance of Shares Clause in Contracts

Conditions to Issuance of Shares. The Company shall not be required to issue or deliver any Shares issuable upon the vesting of the RSUs prior to the fulfillment of all of the following conditions: (a) the admission of the Shares to listing on all stock exchanges on which such Shares are then listed; (b) the completion of any registration or other qualification of the Shares under any state or federal law or under rulings or regulations of the U.S. Securities and Exchange Commission or other governmental regulatory body, which the Administrator shall, in its sole and absolute discretion, deem necessary and advisable; (c) the obtaining of any approval or other clearance from any state or federal governmental agency that the Administrator shall, in its absolute discretion, determine to be necessary or advisable; (d) the lapse of any such reasonable period of time following the date the RSUs vest as the Administrator may from time to time establish for reasons of administrative convenience, subject to Section 409A of the Code and the Treasury Regulations and other guidance issued thereunder; and (e) the receipt by the Company of full payment of any applicable withholding tax in any manner permitted under Section 2.2 above.

Appears in 5 contracts

Samples: Restricted Stock Unit Award Agreement (Zogenix, Inc.), Restricted Stock Unit Award Agreement (Golden Entertainment, Inc.), Restricted Stock Unit Award Agreement (Mercury General Corp)

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Conditions to Issuance of Shares. The Company shall not be required to issue or deliver any Shares issuable upon the vesting of the RSUs prior to the fulfillment of all of the following conditions: (a) the admission of the Shares to listing on all stock exchanges on which such Shares are then listed; (b) the completion of any registration or other qualification of the Shares under any state or federal law or under rulings or regulations of the U.S. Securities and Exchange Commission or other governmental regulatory body, which the Administrator shall, in its sole and absolute discretion, deem necessary and advisable; (c) the obtaining of any approval or other clearance from any state state, federal or federal foreign governmental agency that the Administrator shall, in its absolute discretion, determine to be necessary or advisable; (d) the lapse of any such reasonable period of time following the date the RSUs vest as the Administrator may from time to time establish for reasons of administrative convenience, subject to Section 409A of the Code and the Treasury Regulations and other guidance issued thereunder; and (e) the receipt by the Company of full payment of any applicable withholding tax Tax Liability in any manner permitted under accordance with Section 2.2 aboveabove by the member of the Company Group to which the applicable withholding obligation arises.

Appears in 2 contracts

Samples: Global Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement (Zogenix, Inc.), Global Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement (Zogenix, Inc.)

Conditions to Issuance of Shares. The Company shall not be required to issue or deliver any Shares issuable upon the vesting of the RSUs prior to the fulfillment of all of the following conditions: : (a) the admission of the Shares to listing on all stock exchanges on which such Shares are then listed; , (b) the completion of any registration or other qualification of the Shares under any state or federal law or under rulings or regulations of the U.S. Securities and Exchange Commission or other governmental regulatory body, which the Administrator shall, in its sole and absolute discretion, deem necessary and advisable; , (c) the obtaining of any approval or other clearance from any state or federal governmental agency that the Administrator shall, in its absolute discretion, determine to be necessary or advisable; , (d) the lapse of any such reasonable period of time following the date the RSUs vest as the Administrator may from time to time establish for reasons of administrative convenience, subject to Section 409A of the Code and the Treasury Regulations and other guidance issued thereunder; and and (e) the receipt by the Company of full payment of any applicable withholding tax in any manner permitted under pursuant to Section 2.2 above. Recipients of RSUs hereunder will comply with the Company’s procedures for tracking and administration thereof, including with respect to the issuance and holding of such RSUs.

Appears in 2 contracts

Samples: Restricted Stock Unit Award Agreement (LRAD Corp), Restricted Stock Unit Award Agreement (LRAD Corp)

Conditions to Issuance of Shares. The Company shall not be required to issue or deliver any Shares issuable upon the vesting of the RSUs prior to the fulfillment of all of the following conditions:: US-DOCS\101190362.1 (a) the admission of the Shares to listing on all stock exchanges on which such Shares are then listed; (b) the completion of any registration or other qualification of the Shares under any state or federal law or under rulings or regulations of the U.S. Securities and Exchange Commission or other governmental regulatory body, which the Administrator shall, in its sole and absolute discretion, deem necessary and advisable; (c) the obtaining of any approval or other clearance from any state or federal governmental agency that the Administrator shall, in its absolute discretion, determine to be necessary or advisable; (d) the lapse of any such reasonable period of time following the date the RSUs vest as the Administrator may from time to time establish for reasons of administrative convenience, subject to Section 409A of the Code and the Treasury Regulations and other guidance issued thereunder; and (e) the receipt by the Company of full payment of any applicable withholding tax in any manner permitted under Section 2.2 above.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Golden Entertainment, Inc.)

Conditions to Issuance of Shares. The Company shall not be required to issue or deliver any Shares shares of Stock or cash issuable upon the vesting of the RSUs Award prior to the fulfillment of all of the following conditions: (a) the admission of the Shares Stock to listing on all stock exchanges on which such Shares shares of Stock are then listed; (b) the completion of any registration or other qualification of the Shares Stock under any state or federal law or under rulings or regulations of the U.S. Securities and Exchange Commission or other governmental regulatory body, which the Administrator shall, in its sole and absolute discretion, deem necessary and advisable; (c) the obtaining of any approval or other clearance from any state or federal governmental agency that the Administrator shall, in its absolute discretion, determine to be necessary or advisable; (d) the lapse of any such reasonable period of time following the date the RSUs vest Award vests as the Administrator may from time to time establish for reasons of administrative convenience, subject to Section 409A of the Code and the Treasury Regulations and other guidance issued thereunder; and (e) the receipt by the Company of full payment of any applicable withholding tax in any manner permitted under Section 2.2 above.

Appears in 1 contract

Samples: Employment Agreement (Apricus Biosciences, Inc.)

Conditions to Issuance of Shares. The Company shall not be required to issue or deliver any Shares issuable upon the vesting of the RSUs PSUs prior to the fulfillment of all of the following conditions: (a) the admission of the Shares to listing on all stock exchanges on which such Shares are then listed; (b) the completion of any registration or other qualification of the Shares under any state or federal law or under rulings or regulations of the U.S. Securities and Exchange Commission or other governmental regulatory body, which the Administrator shall, in its sole and absolute discretion, deem necessary and advisable; (c) the obtaining of any approval or other clearance from any state or federal governmental agency that the Administrator shall, in its absolute discretion, determine to be necessary or advisable; (d) the lapse of any such reasonable period of time following the date the RSUs PSUs vest as the Administrator may from time to time establish for reasons of administrative convenience, subject to Section 409A of the Code and the Treasury Regulations and other guidance issued thereunder; and (e) the receipt by the Company of full payment of any applicable withholding tax in any manner permitted under Section 2.2 1.2 above.

Appears in 1 contract

Samples: Performance Stock Unit Award Agreement (Extra Space Storage Inc.)

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Conditions to Issuance of Shares. The Company shall not be required to issue or deliver any Shares shares of Stock issuable upon the vesting of the RSUs prior to the fulfillment of all of the following conditions: (a) the admission of the Shares Stock to listing on all stock exchanges on which such Shares shares of Stock are then listed; (b) the completion of any registration or other qualification of the Shares Stock under any state or federal law or under rulings or regulations of the U.S. Securities and Exchange Commission or other governmental regulatory body, which the Administrator shall, in its sole and absolute discretion, deem necessary and advisable; (c) the obtaining of any approval or other clearance from any state or federal governmental agency that the Administrator shall, in its absolute discretion, determine to be necessary or advisable; ; (d) the lapse of any such reasonable period of time following the date the RSUs vest as the Administrator may from time to time establish for reasons of administrative convenience, subject to Section 409A of the Code and the Treasury Regulations and other guidance issued thereunder; and (e) the receipt by the Company of full payment of any applicable withholding tax in any manner permitted under Section 2.2 above.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Apricus Biosciences, Inc.)

Conditions to Issuance of Shares. The Company shall not be required to issue or deliver any Shares issuable upon the vesting of the RSUs prior to the fulfillment of all of the following conditions: : (ai) the admission of the Shares to listing on all stock exchanges on which such Shares are then listed; , (bii) the completion of any registration or other qualification of the Shares under any state or federal law or under rulings or regulations of the U.S. Securities and Exchange Commission or other governmental regulatory body, which the Administrator Committee shall, in its sole and absolute discretion, deem necessary and advisable; , (ciii) the obtaining of any approval or other clearance from any state or federal governmental agency that the Administrator Committee shall, in its absolute discretion, determine to be necessary or advisable; , (div) the lapse of any such reasonable period of time following the date the RSUs vest as the Administrator Committee may from time to time establish for reasons of administrative convenience, subject to Section 409A of the Code and the Treasury Regulations and other guidance issued thereunder; and , and (ev) the receipt by the Company of full payment of any applicable withholding tax in any manner permitted under Section 2.2 above.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Mercury General Corp)

Conditions to Issuance of Shares. The Company shall not be required to issue or deliver any Shares issuable upon the vesting of the RSUs prior to the fulfillment of all of the following conditions:: US-DOCS\101189886.1 (a) the admission of the Shares to listing on all stock exchanges on which such Shares are then listed; (b) the completion of any registration or other qualification of the Shares under any state or federal law or under rulings or regulations of the U.S. Securities and Exchange Commission or other governmental regulatory body, which the Administrator shall, in its sole and absolute discretion, deem necessary and advisable; (c) the obtaining of any approval or other clearance from any state or federal governmental agency that the Administrator shall, in its absolute discretion, determine to be necessary or advisable; (d) the lapse of any such reasonable period of time following the date the RSUs vest as the Administrator may from time to time establish for reasons of administrative convenience, subject to Section 409A of the Code and the Treasury Regulations and other guidance issued thereunder; and (e) the receipt by the Company of full payment of any applicable withholding tax in any manner permitted under Section 2.2 above.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Golden Entertainment, Inc.)

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