Common use of Conditions to Issuance of Stock Clause in Contracts

Conditions to Issuance of Stock. The Restricted Shares 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 of stock pursuant to this Agreement prior to fulfillment of all of the following conditions: (i) The admission of such shares to listing on all stock exchanges on which such class of stock is then listed, if applicable; and (ii) 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, if applicable, or the receipt of further representations from Holder as to investment intent or completion of other actions necessary to perfect exemptions, as the Board shall, in its absolute discretion, deem necessary or advisable; and (iii) The obtaining of any approval or other clearance from any state or federal governmental agency which the Board shall, in its absolute discretion, determine to be necessary or advisable; and (iv) The lapse of such reasonable period of time as the Board may from time to time establish for reasons of administrative convenience; and (v) The receipt by the Company of payment of any applicable withholding tax.

Appears in 2 contracts

Samples: Restricted Stock Agreement (Health Care Property Investors Inc), Restricted Stock Agreement (Health Care Property Investors Inc)

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Conditions to Issuance of Stock. The Restricted Shares shares of stock deliverable upon the exercise of the Option, 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 of stock pursuant to this Agreement purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (ia) The admission of such shares to listing on all stock exchanges on which such class of stock is then listed, if applicable; and (iib) 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, if applicable, or which the receipt of further representations from Holder as to investment intent or completion of other actions necessary to perfect exemptions, as the Board Administrator shall, in its absolute discretion, deem necessary or advisable; and (iiic) The obtaining of any approval or other clearance from any state or federal governmental agency which the Board Administrator shall, in its absolute discretion, determine to be necessary or advisable; and (ivd) The receipt by the Company of full payment for such shares, including payment of all amounts which, under federal, state or local tax law, the Company is required to withhold upon exercise of the Option; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Board may from time to time establish for reasons of administrative convenience; and (v) The receipt by the Company of payment of any applicable withholding tax.

Appears in 1 contract

Samples: Incentive Stock Option Agreement (Griffin Land & Nurseries Inc)

Conditions to Issuance of Stock. The Restricted Shares shares of stock deliverable upon the exercise of the Option, 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 of stock pursuant to this Agreement purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (ia) The admission of such shares to listing on all stock exchanges on which such class of stock is then listed, if applicable; and; (iib) 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, if applicable, or which the receipt of further representations from Holder as to investment intent or completion of other actions necessary to perfect exemptions, as the Board Committee shall, in its absolute discretion, deem necessary or advisable; and; (iiic) The obtaining of any approval or other clearance from any state or federal governmental agency which the Board 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 all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; and (ive) The lapse of such reasonable period of time following the exercise of the Option as the Board Committee may from time to time establish for reasons of administrative convenience; and (v) The receipt by the Company of payment of any applicable withholding tax.

Appears in 1 contract

Samples: Stock Option Agreement (Health Care Property Investors Inc)

Conditions to Issuance of Stock. The Restricted Shares 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 of stock pursuant to this Agreement prior to fulfillment of all of the following conditions: (i) The admission of such shares to listing on all stock exchanges on which such class of stock is then listed, if applicable; and (ii) 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, if applicable, or the receipt of further representations from Holder as to investment intent or completion of other actions necessary to perfect exemptions, as the Board Committee shall, in its absolute discretion, deem necessary or advisable; and (iii) The obtaining of any approval or other clearance from any state or federal governmental agency which the Board Committee shall, in its absolute discretion, determine to be necessary or advisable; and (iv) The lapse of such reasonable period of time as the Board Committee may from time to time establish for reasons of administrative convenience; and (v) The receipt by the Company of payment of any applicable withholding tax.

Appears in 1 contract

Samples: Restricted Stock Agreement (Health Care Property Investors Inc)

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Conditions to Issuance of Stock. The Restricted Shares shares of Common Stock issued to Holder pursuant to this Agreement may be either previously authorized but unissued shares or issued shares which that 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 of stock pursuant to this Agreement prior to fulfillment of all of the following conditions: (i) The admission of such shares to listing on all stock exchanges on which such class of stock is then listed, if applicable; and (ii) 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, if applicable, or the receipt of further representations from Holder as to investment intent or completion of other actions necessary to perfect exemptions, as the Board Committee shall, in its absolute discretion, deem necessary or advisable; and (iii) The obtaining of any approval or other clearance from any state or federal governmental agency which the Board Committee shall, in its absolute discretion, determine to be necessary or advisable; and (iv) The lapse of such reasonable period of time as the Board Committee may from time to time establish for reasons of administrative convenience; and (v) The receipt by the Company of payment of any applicable withholding tax.

Appears in 1 contract

Samples: Performance Restricted Stock Unit Agreement (Filenet Corp)

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