Common use of Conditions to Issuance of Stock Clause in Contracts

Conditions to Issuance of Stock. Certificates ------------ -------------------------------------------- The 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 certificate or certificates for shares of stock purchased upon the exercise of the Option 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 class of stock is then listed; and (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 sole discretion, deem necessary or advisable; and (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its sole discretion, determine to be necessary or advisable; and (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, the Company (or other employer corporation) is required to withhold upon exercise of the Option; and (e) The receipt by the Company of a joinder agreement to the Shareholders' Agreement in form and substance satisfactory to the Administrator executed by the Optionee and providing that the Optionee agrees to be bound by the provisions of the Shareholders' Agreement as though an original party thereto.

Appears in 2 contracts

Samples: Non Qualified Stock Option Agreement (Fresh Enterprises Inc), Incentive Stock Option Agreement (Fresh Enterprises Inc)

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Conditions to Issuance of Stock. Certificates ------------ -------------------------------------------- The shares of stock Stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares of Stock or issued shares of Stock which have then been reacquired by the CompanyCompany or the Partnership. Such shares of Stock shall be fully paid and nonassessable. The Company or the Partnership shall not be required to issue or deliver any certificate or certificates for shares of stock Stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Stock to listing on all stock exchanges on which such class of stock Stock is then listed; and; (b) The completion of any registration or other qualification of such shares of 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 Committee Administrator shall, in its sole absolute discretion, deem necessary or advisable; and; (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee Administrator shall, in its sole absolute discretion, determine to be necessary or advisable; and; (d) The receipt by the Company or the Partnership of full payment for such sharesshares of Stock, including payment of all amounts whichany applicable withholding tax, under federal, state which may be in one or local tax law, the Company (or other employer corporation) is required to withhold upon exercise more of the Optionforms of consideration permitted under Section 4.4 hereof; and (e) The receipt by lapse of such reasonable period of time following the Company exercise of a joinder agreement to the Shareholders' Agreement in form and substance satisfactory to Option as the Administrator executed by the Optionee and providing that the Optionee agrees may from time to be bound by the provisions time establish for reasons of the Shareholders' Agreement as though an original party theretoadministrative convenience.

Appears in 2 contracts

Samples: Employment Agreement (CoreSite Realty Corp), Employment Agreement (CoreSite Realty Corp)

Conditions to Issuance of Stock. Certificates ------------ -------------------------------------------- CERTIFICATES ---------------------------------------------------------- The 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 certificate or certificates for shares of stock purchased upon the exercise of the Option 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 class of stock is then listed; and (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 Board shall, in its sole absolute discretion, deem necessary or advisable; and (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee Board shall, in its sole absolute discretion, determine to be necessary or advisable; and (d) The receipt by lapse of such reasonable period of time following the Company of full payment for such shares, including payment of all amounts which, under federal, state or local tax law, the Company (or other employer corporation) is required to withhold upon exercise of the Option; and (e) The receipt by Option as the Company Board may from time to time establish for reasons of a joinder agreement to the Shareholders' Agreement in form and substance satisfactory to the Administrator executed by the Optionee and providing that the Optionee agrees to be bound by the provisions of the Shareholders' Agreement as though an original party theretoadministrative convenience.

Appears in 1 contract

Samples: Director Stock Option Agreement (Calmat Co)

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Conditions to Issuance of Stock. Certificates ------------ ---- -------------------------------------------- The 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 certificate or certificates for shares of stock purchased upon the exercise of the Option 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 class of stock is then listed; and (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 Administrator shall, in its sole absolute discretion, deem necessary or advisable; and (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee Administrator shall, in its sole absolute discretion, determine to be necessary or advisable; and (d) The receipt by payment to the Company of full payment for such shares, including payment (or other employer corporation) of all amounts which, under federal, state or local tax law, the Company (or other employer corporation) it is required to withhold upon exercise of the Option; and (e) The receipt by lapse of such reasonable period of time following the Company exercise of a joinder agreement to the Shareholders' Agreement in form and substance satisfactory to Option as the Administrator executed by the Optionee and providing that the Optionee agrees may from time to be bound by the provisions time establish for reasons of the Shareholders' Agreement as though an original party theretoadministrative convenience.

Appears in 1 contract

Samples: Non Qualified Stock Option Agreement (Comps Com Inc)

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