Delivery and Registration of Shares. The Company’s obligation to deliver Shares hereunder shall, if the Committee so requests, be conditioned upon the receipt of a representation that the Optionee or any other person to whom such Shares are to be delivered is acquiring the Shares without a view to the distribution thereof. In requesting any such representation, it may be provided that such representation requirement shall become inoperative upon a registration of such Shares or other action eliminating the necessity of such representation under the Securities Act of 1933, as amended, or other securities law or regulation. The Company shall not be required to deliver any Shares upon exercise of this Option prior to (i) the listing or approval for listing upon notice of issuance of the Shares on the Applicable Exchange, (ii) any registration or other qualification of such Shares under any state or federal law, rule or regulation, or the maintaining in effect of any such registration or other qualification which the Committee shall, in its absolute discretion upon the advice of counsel, determine necessary or advisable, and (iii) obtaining any other consent, approval, or permit from any state or federal governmental agency which the Committee shall, in its absolute discretion after receiving the advice of counsel, determine to be necessary or advisable. This Option and the obligation of the Company to deliver the Shares hereunder shall be subject to all applicable laws, rules and regulations, and to such approvals by any government or regulatory agency as may be required.
Appears in 11 contracts
Samples: Nonqualified Option Agreement (Banc of California, Inc.), Nonqualified Option Agreement (Banc of California, Inc.), Incentive Stock Option Agreement (Banc of California, Inc.)
Delivery and Registration of Shares. The Company’s obligation to deliver Shares shares of Common Stock hereunder shall, if the Committee so requests, be conditioned upon the receipt of a representation that the Optionee Grantee, or any other person to whom such Shares shares are to be delivered delivered, is acquiring the Shares such shares without a view to the distribution thereof. In requesting any such representation, it may be provided that such representation requirement shall become inoperative upon a registration of such Shares shares or other action eliminating the necessity of such representation under the Securities Act of 1933, as amended, or other securities law or regulation. The Company shall not be required to deliver any Shares upon exercise shares of this Option Common Stock hereunder prior to (i) the listing or approval for listing upon notice of issuance of the Shares shares on the Applicable Exchange, (ii) any registration or other qualification of such Shares shares under any state or federal law, rule or regulation, or the maintaining in effect of any such registration or other qualification which the Committee shall, in its absolute discretion upon the advice of counsel, determine to be necessary or advisable, advisable and (iii) obtaining any other consent, approval, or permit from any state or federal governmental government agency which the Committee shall, in its absolute discretion after receiving the advice of counsel, determine to be necessary or advisable. This Option and the obligation of the Company to deliver the Shares hereunder shall be subject to all applicable laws, rules and regulations, and to such approvals by any government or regulatory agency as may be required.
Appears in 8 contracts
Samples: Employment Agreement, Restricted Stock Unit Agreement (Banc of California, Inc.), Restricted Stock Unit Agreement (Banc of California, Inc.)
Delivery and Registration of Shares. The Company’s obligation to deliver the Shares hereunder shall, if the Committee so requests, be conditioned upon the receipt of a representation that the Optionee Grantee or any other person to whom such Shares are to be delivered is acquiring the Shares without a view to the distribution thereof. In requesting any such representation, it may be provided that such representation requirement shall become inoperative upon a registration of such Shares or other action eliminating the necessity of such representation under the Securities Act of 1933, as amended, or other securities law or regulation. The Company shall not be required to deliver any Shares upon exercise of this Option hereunder prior to (i) the listing or approval for listing upon notice of issuance of the Shares on the Applicable Exchange, (ii) any registration or other qualification of such Shares under any state or federal law, rule or regulation, or the maintaining in effect of any such registration or other qualification which the Committee shall, in its absolute discretion upon the advice of counsel, determine to be necessary or advisable, advisable and (iii) obtaining any other consent, approval, or permit from any state or federal governmental government agency which the Committee shall, in its absolute discretion after receiving the advice of counsel, determine to be necessary or advisable. This Option and the obligation of the Company to deliver the Shares hereunder shall be subject to all applicable laws, rules and regulations, and to such approvals by any government or regulatory agency as may be required.
Appears in 7 contracts
Samples: Restricted Stock Agreement (Banc of California, Inc.), Restricted Stock Agreement (Banc of California, Inc.), Restricted Stock Agreement (Banc of California, Inc.)
Delivery and Registration of Shares. The Company’s obligation To the extent the Company becomes obligated to deliver Shares hereunder hereunder, such obligation shall, if the Committee so requests, be conditioned upon the receipt of a representation that the Optionee Grantee, or any other person to whom such Shares are to be delivered delivered, is acquiring the such Shares without a view to the distribution thereof. In requesting any such representation, it may be provided that such representation requirement shall become inoperative upon a registration of such Shares or other action eliminating the necessity of such representation under the Securities Act of 1933, as amended, or other securities law or regulation. The Company shall not be required to deliver any Shares upon exercise of this Option hereunder prior to (i) the listing or approval for listing upon notice of issuance of the Shares on the Applicable Exchange, (ii) any registration or other qualification of such Shares under any state or federal law, rule or regulation, or the maintaining in effect of any such registration or other qualification which the Committee shall, in its absolute discretion upon the advice of counsel, determine to be necessary or advisable, advisable and (iii) obtaining any other consent, approval, or permit from any state or federal governmental government agency which the Committee shall, in its absolute discretion after receiving the advice of counsel, determine to be necessary or advisable. This Option and the obligation of the Company to deliver the Shares hereunder shall be subject to all applicable laws, rules and regulations, and to such approvals by any government or regulatory agency as may be required.
Appears in 3 contracts
Samples: Performance Unit Agreement (Banc of California, Inc.), Performance Unit Agreement (Banc of California, Inc.), Performance Unit Agreement (Banc of California, Inc.)
