Conversion of Units and Issuance of Shares Sample Clauses

Conversion of Units and Issuance of Shares. The following provisions supplement Section 4 of the Agreement. Grantee acknowledges that the Restricted Stock Units may be settled in shares of Common Stock or in cash, at the sole discretion of the Company and subject to any applicable regulatory requirements. To facilitate compliance with applicable laws or regulations in China, Grantee agrees and acknowledges that the Company and/or the Company’s designated broker is entitled to (a) immediately sell all shares of Common Stock issued to Grantee upon vesting of the Restricted Stock Units (on Grantee’s behalf pursuant to this authorization), either at the time the Restricted Stock Units vest or when Grantee ceases employment with the Employer, the Company or an Affiliate, or (b) require that any shares of Common Stock acquired under the Plan be held with a broker designated by the Company until the shares of Common Stock are sold. Grantee acknowledges that the Company and/or the Company’s designated broker are under no obligation to arrange for the sale of the shares of Common Stock at any particular price. In any event, when the shares of Common Stock acquired under the Plan are sold, the proceeds of the sale of the shares of Common Stock, less any applicable Tax-Related Items and broker’s fees or commissions, will be remitted to Grantee in accordance with applicable exchange control law and regulations, as further described below.
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Conversion of Units and Issuance of Shares. This provision supplements Section 4 of the Agreement. Notwithstanding any discretion or anything to the contrary in the Plan and/or the Agreement, the Award does not provide any right for Grantee to receive a cash payment and the Restricted Stock Units will be settled in shares of Common Stock only.
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Conversion of Units and Issuance of Shares. Subject to the achievement of the applicable Performance Goals, upon each vesting date, one (1) share of Common Stock shall become issuable for each Performance Stock Unit that vests on such date. As soon as practicable after the applicable vesting date, upon satisfaction of any tax withholding obligations, the Company will transfer to Grantee the number of shares of Common Stock with respect to which the restrictions have lapsed. Notwithstanding anything to the contrary contained herein, the vesting date for Performance Stock Units shall be no earlier than the date of the Performance Certification. The Administrator shall cause a stock certificate to be delivered to the Grantee with respect to such shares free of all restrictions hereunder, except for applicable federal securities laws restrictions.
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Conversion of Units and Issuance of Shares. Upon each vesting date, one share of Common Stock shall be issuable for each Unit that vests on such date (the "Stock"), subject to the terms and provisions of the 2002 Plan and this Agreement. Thereafter, the Company will transfer such Shares to Participant upon satisfaction of any required tax or other withholding obligations. Any fractional Unit remaining after the Award is fully vested shall be discarded and shall not be converted into a fractional share of Stock.
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Conversion of Units and Issuance of Shares. Upon each vesting date, one (1) share of Common Stock shall be issuable for each whole Unit that vests on such date (the “Shares”), subject to the terms and provisions of the Plan and this Agreement. Thereafter, the Company will transfer such Shares to you upon satisfaction of any tax withholding obligations as provided in Section 2. Prior to the date upon which all Units have fully vested (the “Final Vesting Date”), any fractional Unit shall be carried forward to the next partial vesting date rather than being converted into a fractional Share. On each subsequent partial vesting date, including the Final Vesting Date, any fractional Units shall be aggregated into whole Units and such whole Units shall be converted pursuant to the terms hereof. Any fractional Unit remaining after the Award becomes fully vested shall be settled in cash and shall not be converted into a fractional Share. The number of Units subject to your Award shall be adjusted from time to time for changes in capitalization, as provided in the Plan.
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Conversion of Units and Issuance of Shares. Subject to the achievement of the applicable Performance Goals, as determined in accordance with Section 7.3 of the Plan, upon each vesting date, one (1) share of Common Stock shall become issuable for each Performance Stock Unit that vests on such date. Within five (5) days thereafter, upon satisfaction of any tax withholding obligations, the Company will transfer to Grantee the number of shares of Common Stock with respect to which the restrictions have lapsed. Any fractional Performance Stock Unit remaining after the Award becomes partially vested on any partial vesting date shall be settled in cash within five (5) days thereafter.
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Conversion of Units and Issuance of Shares. Upon each vesting date, one (1) share of Common Stock shall become issuable for each Restricted Stock Unit that vests on such date. Within five (5) days thereafter, upon satisfaction of any tax withholding obligations, the Company will transfer to Grantee the number of shares of Common Stock with respect to which the restrictions have lapsed. Prior to the date upon which all Restricted Stock Units have fully vested (the “Final Vesting Date”), any fractional Restricted Stock Unit shall be carried forward to the next partial vesting date. On each subsequent partial vesting date, including the Final Vesting Date, any fractional Restricted Stock Units shall be aggregated into whole Restricted Stock Units and such whole Restricted Stock Units shall be converted into shares of Common Stock pursuant to the terms hereof. Any fractional Restricted Stock Unit remaining after the Award becomes fully vested shall be settled in cash.
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Conversion of Units and Issuance of Shares 
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Related to Conversion of Units and Issuance of Shares

  • Valid Issuance of Shares The Shares being purchased by the Shareholders hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable law.

  • Issuance of Shares The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.

  • SALE AND ISSUANCE OF SHARES Subject to the terms and conditions of this Agreement, the Trustees agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Trustees 8,028 common shares of beneficial interest, par value $0.001, representing undivided beneficial interests in the Trust (the "Shares") at a price per Share of $14.325 for an aggregate purchase price of $115,001.

  • Conversion of Shares (a) At the Effective Time, each share of Company Common Stock (individually a “Share” and collectively the “Shares”) issued and outstanding immediately prior to the Effective Time (other than Shares held in the Company’s treasury or by any of the Company’s subsidiaries) shall, by virtue of the Merger and without any action on the part of AREP Oil & Gas, IPO Co., the Company or the holder thereof, be converted into the right to receive that fraction of a fully-paid and non-assessable share of common stock, par value $.01 per share, of IPO Co. (“IPO Co. Common Stock”) equal to the Exchange Ratio (as defined below) (the “Merger Consideration”). (b) The “Exchange Ratio” shall be determined by multiplying 0.00000008936 [i.e., 1 / 11,190,650 (the number of outstanding Shares)] by the Share Amount (as hereafter defined). The “Share Amount” shall mean that number of shares of IPO Co. Common Stock which results in the holders of the Shares receiving, in the aggregate, a 7.990% (the “Percentage”) economic interest in the entire equity of the Enterprise (as hereafter defined) immediately prior to consummation of the IPO Transaction; provided, however, that the parties acknowledge and agree that: (i) the Percentage is based upon the assumption that the Enterprise will be subject to $500 million of net indebtedness (i.e., total indebtedness minus cash) immediately prior to or simultaneously with consummation of the IPO Transaction (after all incurrences and repayments of debt contemplated in Exhibit B hereto and excluding intercompany notes of the members of the Enterprise and their subsidiaries); (ii) to the extent that the Enterprise is subject to less than $500 million of net indebtedness at such time (after all incurrences and repayments of debt contemplated in Exhibit B hereto and excluding intercompany notes of the members of the Enterprise and their subsidiaries), the Percentage will be reduced by subtracting the Adjustment Amount (as hereafter defined) from the Percentage; and (iii) to the extent that the Enterprise is subject to in excess of $500 million of net indebtedness at such time (after all incurrences and repayments of debt contemplated in Exhibit B hereto and excluding intercompany notes of the members of the Enterprise and their subsidiaries), the Percentage will be increased by adding the Adjustment Amount to the Percentage. The “Adjustment Amount” shall mean the product of (x) 0.6322% and (y) that fraction obtained by dividing the positive difference between $500 million and the actual net indebtedness of the Enterprise immediately prior to or simultaneously with consummation of the IPO Transaction (after all incurrences and repayments of debt contemplated in Exhibit B hereto and excluding intercompany notes of the members of the Enterprise and their subsidiaries) by $100 million. Set forth on Schedule 1.7 hereto is an example of how the Percentage shall be calculated. At Closing, the remaining economic interest in the Enterprise will be held, directly or indirectly, by AREH. The term “Enterprise” shall mean a combination or consolidation of entities which includes 100% of the equity interests in each of AREP Oil & Gas, National Onshore, National Offshore and the Company.

  • Issuance of Shares of Stock As soon as practicable following each Vesting Date (but in no event later than two and one-half months after the end of the year in which the Vesting Date occurs), the Company shall issue to the Grantee the number of shares of Stock equal to the aggregate number of Restricted Stock Units that have vested pursuant to Paragraph 2 of this Agreement on such date and the Grantee shall thereafter have all the rights of a stockholder of the Company with respect to such shares.

  • Conversion of Shares Exchange of Certificates Section 2.1 Effect of the initial Merger on Capital Stock 4 Section 2.2 Exchange of Certificates 6 Section 2.3 Treatment of Company Equity Awards 9 Section 2.4 Effect of the Subsequent Merger on Capital Stock 10 Section 2.5 Further Assurances 10

  • Issuance of Shares of Common Stock As soon as practicable upon the occurrence of an Exchange Event, the Company shall direct holders of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive.

  • Adjustment Upon Issuance of Shares of Common Stock If and whenever on or after the date hereof, the Company issues or sells, or in accordance with this Section 3 is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any Exempt Issuance issued or sold or deemed to have been issued or sold) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to the New Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and consideration per share under this Section 3(e)), the following shall be applicable:

  • Reservation of Shares Issuable Upon Conversion The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of this Debenture and payment of interest on this Debenture, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Debentures), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the outstanding principal amount of this Debenture and payment of interest hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable and, if the Registration Statement is then effective under the Securities Act, shall be registered for public sale in accordance with such Registration Statement.

  • Issuance of Units By executing the Reference Trust Agreement and receipt for deposited Securities, the Trustee will thereby acknowledge receipt of the deposit of the Securities listed in the Schedules to the Reference Trust Agreement and referred to in Section 2.01 hereof, and simultaneously with the receipt of said deposit, has recorded on its books the ownership, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units specified in the Reference Trust Agreement and has delivered, or on the order of the Depositor will deliver, in exchange for such Securities, cash or a Letter of Credit, documentation evidencing the ownership of the number of Units specified or, if requested by the Depositor, the ownership by DTC of all such Units and will cause such Units to be credited at DTC to the account of the Depositor or, pursuant to the Depositor's direction and as hereafter provided, the account of the issuer of the Letter of Credit referred to in Section 2.01. The number of Units in a Trust may be increased through a split of the Units or decreased through a reverse split thereof, as directed by the Depositor, on any day on which the Depositor is the only Unitholder of such Trust, which revised number of Units shall be recorded by the Trustee on its books. Effective as of the Evaluation Time on October 1, 2014, in the event that the aggregate value of Securities in the Trust has increased since the evaluation on September 30, 2014, the Trustee shall issue such number of additional Units to the Unitholder of outstanding Units as of the close of business on October 1, 2014, that the price per Unit computed as of the Evaluation Time on October 1, 2014, plus the maximum applicable sales charge shall equal approximately $10 per Unit (based on the number of Units outstanding as of said Evaluation Time, including the additional Units issued pursuant to this sentence); in the event that the aggregate value of Securities in the Trust Fund has decreased since the evaluation on September 30, 2014, there will be a reverse split of the outstanding Units, and said Unitholder will surrender to the Trustee for cancellation such number of Units, that the price per Unit computed as of the Evaluation Time on October 1, 2014, plus the maximum applicable sales charge shall equal approximately $10 per Unit (based on the number of Units outstanding as of said Evaluation Time, reflecting cancellation of Units pursuant to this sentence). The Trustee hereby agrees that on the date of any deposit of additional Securities pursuant to Section 2.05 it shall acknowledge that the additional Securities identified therein have been deposited with it by recording on its books the ownership, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units to be issued in respect of such additional Securities so deposited. (24) Section 2.01 is hereby amended and replaced in its entirety with the following:

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