Common use of Conditions Upon Issuance of Shares Clause in Contracts

Conditions Upon Issuance of Shares. (a) Shares shall not be issued pursuant to the exercise of an Option unless the exercise of such Option and the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, the British Columbia Securities Act, applicable securities legislation in any other jurisdiction, and the requirements of any stock exchange upon which the Shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance. (b) As a condition to the exercise of an Option, the Company may require the person exercising such Option to represent and warrant at the time of any such exercise that the Shares are being purchased or otherwise acquired only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company such a representation is required by any of the aforementioned relevant provisions of law. (c) Inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Share hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

Appears in 2 contracts

Samples: 2009 Stock Option Plan (Sky Harvest Windpower Corp.), 2011 Stock Option Plan (Sky Harvest Windpower Corp.)

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Conditions Upon Issuance of Shares. (a) Shares Common Stock shall not be issued pursuant to the exercise of an the Option unless the exercise of such the Option and the issuance and delivery of such Shares Common Stock pursuant thereto shall comply with all relevant provisions of law, including, without limitation, limitation the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, the British Columbia Securities Act, applicable securities legislation in any other jurisdiction, and the requirements of any stock exchange or market system upon which the Shares Common Stock may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance. (b) As a condition to the exercise of an Option, the Company may require the person exercising such Option Optionee to represent and warrant at the time of any such exercise that the Shares shares of Common Stock are being purchased or otherwise acquired only for investment and without any present intention to sell or distribute such Shares shares if, in the opinion of counsel for the Company Company, such a representation is required by any of the aforementioned relevant provisions of lawor advisable. (c) If the Board finds it desirable because of legal or regulatory requirements to reduce the period during which Options may be exercised, the Board may, in its discretion and without the Optionee's consent, so reduce such period on not less than fifteen (15) days' written notice to the Optionee. Inability of the Company to obtain authority from any a regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be necessary or advisable to the lawful issuance and sale of any Share Common Stock hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares Common Stock as to which such requisite authority shall not have been obtained.

Appears in 1 contract

Samples: Outside Director Stock Option Agreement (Smithway Motor Xpress Corp)

Conditions Upon Issuance of Shares. (a) Shares shall not be issued ---------------------------------- pursuant to the exercise of an Option unless the exercise of such Option and the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, the British Columbia Securities Act, applicable state securities legislation in any other jurisdictionlaws, and the requirements of any stock exchange upon which the Shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance. (b) . As a condition to the exercise of an Option, the Company may require the person exercising such Option to represent and warrant at the time of any such exercise that the Shares are being purchased or otherwise acquired only for investment and without any present intention to sell or distribute such Shares Shares, if, in the opinion of counsel for the Company Company, such a representation is required by any of the aforementioned relevant provisions of law. (c) . Inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Share Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

Appears in 1 contract

Samples: Stock Option Agreement (Four Media Co)

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Conditions Upon Issuance of Shares. (a) Shares shall not be issued pursuant to a Restricted Stock award or the exercise of an Option unless the such award or exercise of such Option and the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, the British Columbia Securities Act, applicable state securities legislation in any other jurisdictionlaws, and the requirements of any stock exchange upon which the Shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance. (b) . As a condition to the purchase of Restricted Stock or exercise of an Option, the Company may require the Purchaser or the person exercising such Option to represent and warrant at the time of any such purchase or exercise that the Shares are being purchased or otherwise acquired only for investment and without any present intention to sell or distribute such Shares Shares, if, in the opinion of counsel for the Company Company, such a representation is required by any of the aforementioned relevant provisions of law. (c) . Inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Share Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

Appears in 1 contract

Samples: 1995 Director Stock Plan (Seagate Technology Inc)

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