Issuance and Restrictions. (A) On the date hereof, the Corporation is issuing to (i) DL Holdings, certificates representing 538.5 shares of Series D Preferred Stock, and (ii) Weichert, certificates representing 461.5 shares of Series D Preferred Stock. All of such shares are referred to collectively as the “Issued Shares.” The Corporation represents and warrants to DL Holdings and Weichert that (1) the Corporation has all requisite corporate power and authority to issue the Issued Shares and to perform its obligations hereunder, under the Registration Rights Agreement, and under the Certificate of Designations (collectively, the “Operative Documents”), (2) upon issuance, the Issued Shares will be duly and validly issued, fully paid and non-assessable and entitled to the rights and preferences set forth in the Certificate of Designations, (3) the execution, delivery and performance by the Corporation of the Operative Documents does not contravene or conflict with any law, regulation, order, judgment, contract, agreement or other instrument binding on or otherwise affecting the Corporation, (4) there are no approvals, authorizations, permits, consents or other actions required to be obtained or undertaken by the Corporation with respect to the issuance and delivery of the Issued Shares or the execution, delivery, and performance by the Corporation of the Operative Documents, (5) each of the Operative Documents constitutes the legal, valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, and (6) as of the date hereof, the Series D Preferred Stock is the only class of preferred stock of the Corporation of which shares are outstanding. (B) So long as any shares of the Series D Preferred Stock remain outstanding (subject to Section 4(d) hereof), the Corporation shall not pay management fees to insiders other than those set forth on Schedule A hereto, or make any payment to any Director, Executive Officer, or Known 10% Holder of the Corporation, other than as compensation as an employee or director, unless such payment is at market rates, terms and conditions determined in the good faith judgment of the Board of Directors, except in those instances where such payment is required by law or by an agreement in effect on the date hereof by which the Corporation is obligated to make such payment. “Executive Officer” for purposes of the foregoing shall have the meaning set forth by the Securities and Exchange Commission in Rule 3b-7 und...
Issuance and Restrictions. Restricted Stock shall be subject to such restrictions on transferability and other restrictions as the Administrator may impose (including, without limitation, limitations on the right to vote Restricted Stock). These restrictions may lapse separately or in combination at such times, pursuant to such circumstances, in such installments, or otherwise, as the Administrator determines at the time of the grant of the Award or thereafter. Further, notwithstanding any provision herein to the contrary, no dividends will be paid on Restricted Stock that has not vested; however, the Administrator, in its discretion, may authorize the accrual of Dividend Equivalents on Restricted Stock.
Issuance and Restrictions. Restricted Shares shall be subject to such restrictions on transferability and other restrictions, if any, as the Committee may impose at the date of grant or thereafter, which restrictions may lapse separately or in combination at such times, under such circumstances (including, without limitation, upon achievement of performance criteria if deemed appropriate by the Committee), in such installments, or otherwise, as the Committee may determine. Except to the extent restricted under the Award Agreement relating to the Restricted Shares, an Eligible Employee granted Restricted Shares shall have all of the rights of a shareholder including, without limitation, the right to vote Restricted Shares and the right to receive dividends thereon.
Issuance and Restrictions. Restricted Shares shall be subject to such restrictions on transferability and other restrictions, if any, as the Committee may impose at the date of grant or thereafter, which restrictions may lapse separately or in combination at such times, under such circumstances (including, without limitation, upon achievement of performance criteria if deemed appropriate by the Committee), in such installments, or otherwise, as the Committee may determine. Except to the extent restricted under the Award Agreement relating to the Restricted Shares, an Eligible Person granted Restricted Shares shall have all of the rights of a shareholder including, without limitation, the right to vote Restricted Shares and the right to receive dividends thereon. If Restricted Shares are intended to qualify as "qualified performance-based compensation" for purposes of Section 162(m) of the Code, such Restricted Shares shall be issued in accordance with the provisions of Section 7 below.
Issuance and Restrictions. Restricted Stock shall be subject to such restrictions on transferability and other restrictions as the Board may impose (including, without limitation, limitations on the right to receive dividends on the Restricted Stock). The Board may delegate all or any of the authority to provide for such restrictions to the Committee in its sole discretion other than with respect to the restrictions of the type included in the Voting Trust Agreement or an applicable Lock-Up Agreement or Award Agreement, which restrictions shall remain within the Board’s authority and cannot be delegated to any committee. These restrictions may lapse separately or in combination at such times, pursuant to such circumstances, in such installments, or otherwise, as the Board or the Committee, as applicable, determines at the time of the grant of the Award or thereafter.
Issuance and Restrictions. Restricted Stock, Restricted Stock Units or Deferred Stock Units shall be subject to such restrictions on transferability and other restrictions as the Board may impose (including, for example, limitations on the right to vote Restricted Stock or the right to receive dividends on the Restricted Stock). These restrictions may lapse separately or in combination at such times, under such circumstances, in such installments, upon the satisfaction of performance goals or otherwise, as the Board determines at the time of the grant of the Award or thereafter. Except as otherwise provided in an Award Certificate or any special Plan document governing an Award, a Participant shall have none of the rights of a stockholder with respect to Restricted Stock Units or Deferred Stock Units until such time as Shares of Stock are paid in settlement of such Awards.
Issuance and Restrictions. Restricted Stock shall be subject to such restrictions on transferability and other restrictions, including without limitation “vesting” or forfeiture restrictions, as the Board may impose. These restrictions may lapse separately or in combination at such times, under such circumstances, in such installments, or otherwise, as the Board determines at the time of the grant of the Award or thereafter.
Issuance and Restrictions. Borrower shall comply with the Company's Articles of Amendment with the Secretary of State of Washington to issue 40,000,000 common shares under Rule 144a, and 5,000,000 shares issued under REG D (506) Private placement to be held as Collateral in order to secure Borrower's financial performance under Loan number UPGD711. Custodial Agent acknowledges that the 40,000,000 shares of Restricted Common Stock issued under rule 144a are US restricted securities, and that the share certificates will be imprinted with a legend indicating that their transfer is restricted under applicable securities laws. Borrower understands and acknowledges that Custodial Agent intends to assign, transfer, pledge, repledge, hypothecate, rehypothecate, lend, encumber, short sell, sell outright, swap, trade or consign some or all of the shares in transactions with Qualified Institutional Buyers or that qualify under the safe harbor provided by Rule 144A under the Securities Act. Registrar agrees to record such transfers of interest as may be made pursuant to the exemption provided by Rule 144A, without requirement of Borrower's advance notice or consent; provided that the documentation accompanying certain transfers may include an opinion of counsel reasonably acceptable to Financial Intermediary (both as to the identity of counsel and the substance of the opinion) that any distributions qualify for the holding periods required under Rule 144A of the 1933 Securities Act. Custodial Agent agrees that all transfers of shares shall be made in compliance with applicable laws, including the 1933 Securities Act, and the terms of the Financing Agreements to be construed en para material. Custodial Agent understands and acknowledges that the share certificates representing the 40,000,000 shares of stock will be imprinted with a restrictive legend.
