Effect of Vesting; Issuance of Unrestricted Stock Sample Clauses

Effect of Vesting; Issuance of Unrestricted Stock. RSUs will be settled as soon as reasonably practicable, but in no event later than thirty (30) days, after becoming vested under this Section 3 (each, a “Settlement Date”). Upon a Settlement Date and pursuant to the terms and conditions set forth in this Agreement, the Company will issue (subject to Sections 11 and 15 below) to the Participant a certificate or electronically transfer by book-entry the number of shares of Common Stock of the Company equal to the number of vested RSUs which are then to be settled, which shares of Common Stock shall be free of any transfer or other restrictions arising under this Agreement. For the avoidance of doubt, the settlement of RSUs is intended to qualify as a “short-term deferral” that is exempt from Section 409A of the Code.
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Effect of Vesting; Issuance of Unrestricted Stock. The vested RSUs will be settled upon the first to occur of (i) the Vesting Date, (ii) the Participant’s “separation from service” as defined in Section 409A(a)(2)(A)(i) of the Code and the treasury regulations promulgated thereunder (a “Separation from Service”), (iii) a Change in Control, and (iv) the Participant’s death (the “Settlement Date”). Upon the Settlement Date and pursuant to the terms and conditions set forth in this Agreement, the Company will issue (subject to Sections 11 and 15 below) to the Participant a certificate or electronically transfer by book-entry the number of shares of Common Stock of the Company equal to the number of vested RSUs which are to be settled, which shares of Common Stock shall be free of any transfer or other restrictions arising under this Agreement.
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Effect of Vesting; Issuance of Unrestricted Stock. Upon the vesting of any shares of Restricted Stock, such vested shares will no longer be subject to forfeiture as provided in Section 3(c) of this Agreement. Upon the vesting of any shares of Restricted Stock, all restrictions on such shares will lapse and the Company will issue (subject to Sections 11 and 15) to the Participant a certificate or electronically transfer by book-entry the number of shares of Common Stock of the Company that are free of any transfer or other restrictions arising under this Agreement.
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Effect of Vesting; Issuance of Unrestricted Stock. The vested RSUs will be settled upon the first to occur of (i) the Vesting Date, (ii) the Participant’s “separation from service” as defined in Section 409A(a)(2)(A)(i) of the Code and the treasury regulations promulgated thereunder, (iii) a Change in Control that also constitutes a “change in control in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of the corporation” under Section 409A(a)(2)(a)(v) of the Code and the treasury regulations promulgated thereunder, and (iv) the Participant’s death (the “Settlement Date”). Upon the Settlement Date and pursuant to the terms and conditions set forth in this Agreement, the Company will issue (subject to Sections 10 and 14) to the Participant a certificate or electronically transfer by book-entry the number of shares of Common Stock of the Company equal to the number of vested RSUs which are to be settled, which shares of Common Stock shall be free of any transfer or other restrictions arising under this Agreement. Notwithstanding the foregoing and subject to the satisfaction of any tax withholding obligations described in Section 10 below, the Participant may elect to defer the receipt of the Common Stock issuable upon any of the events that would otherwise be Settlement Date by submitting to the Company a deferral election in the form provided by the Company. In the event the Participant intends to defer the receipt of such Common Stock, the Participant must submit to the Company a completed deferral election form no later than the Final Election Date (as defined below). By submitting such deferral election form, the Participant represents that [s]he understands the effect of any such deferral under relevant federal, state and local tax and social security laws, including, but not limited to, the fact that social security contributions may be due upon the Vesting Date notwithstanding the deferral election, and the fact that the deferral may need to qualify as a “change in the time and form of distribution” under Code § 409(a)(4)(C) in order to avoid immediate taxation of the RSUs and an additional twenty percentage points of tax. The Participant understands that the requirements of Code § 409A(a)(4)(C) include, among other things, that the deferral election cannot take effect until at least 12 months after the date on which the election is made, it must be made at least 12 months prior to the Vesting Date, and that the distribution of Common St...
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Effect of Vesting; Issuance of Unrestricted Stock. The vested RSUs will be settled upon the first to occur of (i) the Vesting Date, (ii) the Participant’s “separation from service” as defined in Section 409A(a)(2)(A)(i) of the Code and the treasury regulations promulgated thereunder (a “Separation from Service”), (iii) a Change in Control that also constitutes a “change in control in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of the corporation” under Section 409A(a)(2)(a)(v) of the Code and the treasury regulations promulgated thereunder, and (iv) the Participant’s death (the “Settlement Date”). Upon the Settlement Date and pursuant to the terms and conditions set forth in this Agreement, the Company will issue (subject to Sections 10 and 14 below) to the Participant a certificate or electronically transfer by book-entry the number of shares of Common Stock of the Company equal to the number of vested RSUs which are to be settled, which shares of Common Stock shall be free of any transfer or other restrictions arising under this Agreement.
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Effect of Vesting; Issuance of Unrestricted Stock. The vested RSUs will be settled on the Vesting Date subject to the terms and conditions set forth in this Agreement, The Company upon settlement will issue to the Participant a certificate or electronically transfer by book-entry the number of shares of Common Stock of the Company equal to the number of vested RSUs which are to be settled, which shares of Common Stock shall be free of any transfer or other restrictions arising under this Agreement.
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Effect of Vesting; Issuance of Unrestricted Stock. Upon the vesting of any RSUs pursuant to the terms and conditions set forth in this Agreement, the Company will issue (subject to Sections 10 and 14) to the Participant a certificate or electronically transfer by book-entry the number of shares of Common Stock of the Company equal to the number of RSUs vesting, which shares of Common Stock shall be free of any transfer or other restrictions arising under this Agreement.
Sample 1
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Effect of Vesting; Issuance of Unrestricted Stock. The vested RSUs will be settled following the Participant’s “separation from service” as defined in Section 409A(a)(2)(A)(i) of the Code and the treasury regulations promulgated thereunder (a “Separation from Service”) upon the later of (A) six months and one day following such Separation from Service or (B) January 2nd of the year following his Separation from Service, except as noted below: (i) If the Participant dies prior to settlement of the RSUs under any other provision of this Agreement, the vested RSUs will be settled as soon as administratively practicable after such date of death; and (ii) If the Participant’s separation from service occurs on or within the two year period beginning on a Change in Control and such Change in Control constitutes a “change in the ownership or effective control” or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A(a)(2)(A)(v) of the Code, the vested RSUs will be settled as soon as administratively practicable following such separation, subject to any requirement under Section 409A that the settlement be delayed by six months and a day following separation due to the Participant being a “specified employee” (as defined under Section 409A of the Code) with respect to the Company (or its successor) immediately after the transaction resulting in such Change in Control. Upon the date on which the RSUs are settled (the “Settlement Date”) and pursuant to the terms and conditions set forth in this Agreement, the Company will issue (subject to Sections 11 and 13 below) to the Participant a certificate or electronically transfer by book-entry the number of Shares equal to the number of vested RSUs which are to be settled, which Shares shall be free of any transfer or other restrictions arising under this Agreement except for compensation recovery rights under Section 13 below.
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Related to Effect of Vesting; Issuance of Unrestricted Stock

  • Issuance of Restricted Stock On the date hereof the Company issues to the Participant the Restricted Stock subject to the Restrictions and other conditions set forth in this Award Agreement. The Company shall cause the Restricted Stock to be issued in the name of the Participant or held in book entry form, but if a stock certificate is issued it shall be delivered to and held in custody by the Company until the Restrictions lapse or such Restricted Stock is forfeited. As a further condition to the Company’s obligations under this Award Agreement, the Participant’s spouse, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit A.

  • Issuance of Restricted Shares The Restricted Shares shall be issued upon acceptance hereof by Employee and upon satisfaction of the conditions of this Agreement.

  • Restrictions on Grant of the Award and Issuance of Shares The grant of the Award and issuance of shares of Stock upon settlement of the Award shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. No shares of Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any shares subject to the Award shall relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority shall not have been obtained. As a condition to the settlement of the Award, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

  • TITLE TO SECURITIES; RESTRICTED SHARES The Participant represents and warrants on behalf of itself and any party for which it acts that Deposit Securities delivered by it to the custodian and/or any relevant sub-custodian in connection with a Purchase Order will not be “restricted securities,” as such term is used in Rule 144(a)(3)(i) of the 1933 Act, and, at the time of delivery, the Fund will acquire good and unencumbered title to such Deposit Securities, free and clear of all liens, restrictions, charges and encumbrances, and not be subject to any adverse claims.

  • Restrictions on Issuance of Shares If at any time the Board shall determine in its discretion, that listing, registration or qualification of the shares of Stock covered by the Option upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition to the exercise of the Option, the Option may not be exercised in whole or in part unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board.

  • Company Restricted Stock “Company Restricted Stock” shall mean shares of Company Common Stock, whether granted by the Company pursuant to a Company Equity Plan, assumed by the Company in connection with any merger, acquisition or similar transaction or otherwise issued or granted, that are subject to a Contract pursuant to which the Company has the right to repurchase, redeem or otherwise reacquire such shares of Company Common Stock, including by forfeiture.

  • Restrictions on Grant of the Option and Issuance of Shares The grant of the Option and the issuance of shares of Stock upon exercise of the Option shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. The Option may not be exercised if the issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, the Option may not be exercised unless (i) a registration statement under the Securities Act shall at the time of exercise of the Option be in effect with respect to the shares issuable upon exercise of the Option or (ii) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. THE PARTICIPANT IS CAUTIONED THAT THE OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, THE PARTICIPANT MAY NOT BE ABLE TO EXERCISE THE OPTION WHEN DESIRED EVEN THOUGH THE OPTION IS VESTED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Option 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. As a condition to the exercise of the Option, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

  • Restriction on Issuance of Shares The Grantor shall not be required to issue or deliver any certificate for Shares purchased upon the exercise of the Option unless (a) the issuance of such Shares has been registered with the Securities and Exchange Commission under the Securities Act, or counsel to the Grantor shall have given an opinion that such registration is not required; (b) approval, to the extent required, shall have been obtained from any state regulatory body having jurisdiction thereof; and (c) permission for the listing of such shares shall have been given by any national securities exchange on which the Common Stock of the Grantor is at the time of issuance listed.

  • Transfer of Beneficial Interests to Another Restricted Global Note A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(ii) hereof and the Registrar receives the following: (A) if the transferee will take delivery in the form of a beneficial interest in a 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; or (B) if the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.

  • Limitation on Preferred Stock of Restricted Subsidiaries The Company shall not permit any of its Restricted Subsidiaries to issue any Preferred Stock (other than to the Company or to a Wholly Owned Restricted Subsidiary of the Company) or permit any Person (other than the Company or a Wholly Owned Restricted Subsidiary of the Company) to own any Preferred Stock of any Restricted Subsidiary of the Company.

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