Issuance of Shares of Common Stock or Cash Sample Clauses

Issuance of Shares of Common Stock or Cash. Subject to the provisions of Sections 1(a), 5(b), 5(c) and 5(d), the Company shall issue to the Award Recipient, on the Settlement Date with respect to each Restricted Stock Unit to be settled on such date, (i) the number of shares of Common Stock that is equal to the number of vested Restricted Stock Units, after any adjustments under Section 7.7 of the Plan, on the Settlement Date specified in the RSU Award Notice, (ii) cash or (iii) a combination of cash and shares of Common Stock, provided that each Restricted Stock Unit shall be settled in the form specified in clause (i), unless the Committee, in its sole discretion, specifies prior to the Settlement Date that the issuance shall be in the form specified in clause (ii) or clause (iii), and provided further than any Restricted Stock Unit that vests as a result of the death, Disability or Retirement of the Award Recipient shall be settled in full on the next Settlement Date specified in the RSU Award Notice that occurs after the death, Disability or Retirement of the Award Recipient; provided, however, that if the Award Recipient is a “specified employee” (as defined in Section 409A(a)(2)(B) of the Internal Revenue Code of 1986, as amended), then any Restricted Stock Units that vest as a result of the Retirement of the Award Recipient shall be settled in full on (A) the next Settlement Date that is at least six months after the date of Retirement of the Award Recipient or (B) if there is no other Settlement Date after Retirement, six months after the date of Retirement of the Award Recipient. If the Committee elects to pay the Award Recipient in cash, the payment shall equal the Fair Market Value of the number of shares of Common Stock on the Settlement Date that is equal to the number of vested Restricted Stock Units, after any adjustments under Section 7.7 of the Plan, on the Settlement Date specified in the RSU Award Notice. Shares of Common Stock issued in settlement of Restricted Stock Units shall not be subject to any restriction on transfer other than any such restriction as may be required pursuant to Sections 5(b), 5(c) or 5(d).
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Issuance of Shares of Common Stock or Cash. Subject to the provisions of Sections 5(c) - (e), the Company shall issue to the Executive (i) cash, (ii) the number of shares of Common Stock that is equal to the number of vested Restricted Stock Units after any adjustments under Section 8 or (iii) a combination of cash or shares of Common Stock, provided, however, that it shall be in the Company’s sole discretion whether the issuance shall be in the form specified in clause (i), (ii) or (iii) and provided further that any Restricted Stock Units that vest as a result of the death or Disability of the Executive shall be settled in full on the next Vesting Date that occurs after the death or Disability of the Executive. Notwithstanding the foregoing, the Executive may defer payment of any vested Restricted Stock Units, provided any such election to defer and deferral agreement comply in all respects with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and, at the request of the Executive, the Company shall amend this Agreement to the extent necessary for the deferral to comply with Code Section 409A. If the Company elects to pay the Executive in cash, the payment shall equal the Fair Market Value of the number of shares of Common Stock on the Settlement Date, as
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Issuance of Shares of Common Stock or Cash. Subject to the provisions of Section 5(d), the Company shall issue to the Executive (i) cash, (ii) the number of shares of Common Stock that is equal to the number of vested Restricted Stock Units after any adjustments under Section 8 or (iii) a combination of cash or shares of Common Stock, provided however, that it shall be in the Company’s sole discretion whether the issuance shall be in the form specified in clause (i), (ii) or (iii). Notwithstanding the foregoing, the Executive may defer payment of any vested Restricted Stock Units, provided any such election to defer and deferral agreement comply in all respects with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and, at the request of the Executive, the Company shall amend this Agreement to the extent necessary for the deferral to comply with Code Section 409A. If the Company elects to pay the Executive in cash, the payment shall equal the Fair Market Value of the number of shares of Common Stock on the Settlement Date, as defined below, that is equal to the number of vested Restricted Stock Units after any adjustments under Section 8. For purposes of this Agreement, “Fair Market Value” shall mean the last sale price of a share of Common Stock as reported on the New York Common Stock Exchange on the date as of which such value is being determined or, if there shall be no reported transactions on such date, on the next preceding date for which a transaction was reported; provided, however, that if the Common Stock is not traded on the New York Common Stock Exchange, Fair Market Value may be determined by the Committee by whatever means or method as the Committee, in the good faith exercise of its discretion, shall at such time deem appropriate.
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Issuance of Shares of Common Stock or Cash. (i) Following a determination by the Committee that the Performance Measures were satisfied in one or more fiscal years during the Performance Period, upon each of the dates set forth in Section 4(c), the Company shall issue to the Award Recipient with respect to each such Performance Share Unit in the Award, (i) a number of shares of Common Stock that is equal to the number of such vested Performance Share Units determined to be settled pursuant to Section 3(b) and Section 4(c) after any adjustments under Section 7.7 of the Plan, (ii) cash or (iii) a combination of cash and shares of Common Stock, as determined by the Committee in its sole discretion. If the Committee elects to settle any portion of the Award in cash, the payment shall equal the Fair Market Value of the number of shares of Common Stock on the date of settlement that is equal to such portion of the number of vested Performance Share Units determined to be settled in cash, after any adjustments under Section 7.7 of the Plan. Shares of Common Stock issued in settlement of Performance Share Units shall not be subject to any restriction on transfer other than any such restriction as may be required pursuant to Section 4(b). Notwithstanding anything herein to the contrary, except as provided in Section 5(e) and Section 7, the Committee shall not make a determination that the Performance Measures are satisfied until audited financials of the Company are available for the years 2007 through 2009. (ii) For those Performance Share Units that equate to relative TSR ranking at or below the 50th percentile, the Company intends to settle those units in shares of the Company’s common stock. (iii) For those Performance Share Units that equate to relative TSR ranking above the 50th percentile, the Company intends to settle those units in cash.
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Issuance of Shares of Common Stock or Cash. Subject to the provisions of Sections 1(a), 5(b), 5(c) and 5(d), the Company shall issue to the Award Recipient, on the Settlement Date with respect to each Restricted Stock Unit to be settled on such date, (i) the number of shares of Common Stock that is equal to the number of vested Restricted Stock Units, after any adjustments under Section 7.7 of the Plan, calculated in accordance with the Settlement Schedule contained in the RSU Award Notice, (ii) cash or (iii) a combination of cash and shares of Common Stock, provided that each Restricted Stock Unit shall be settled in the form specified in clause (i), unless the Committee, in its sole discretion, specifies prior to the Settlement Date that the issuance shall be in the form specified in clause (ii) or clause (iii), and provided further that any Restricted Stock Units that vest as a result of the death or Disability of the Award Recipient shall be settled in full on the next Settlement Date specified in the Settlement Schedule that occurs after the death or Disability of the Award Recipient. If the Committee elects to pay the Award Recipient in cash, the payment shall equal the Fair Market Value of the number of shares of Common Stock on the Settlement Date that is equal to the number of vested Restricted Stock Units, after any adjustments under Section 7.7 of the Plan, calculated in accordance with the Settlement Schedule contained in the RSU Award Notice. Shares of Common Stock issued in settlement of Restricted Stock Units shall not be subject to any restriction on transfer other than any such restriction as may be required pursuant to Sections 5(b), 5(c) or 5(d).
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Related to Issuance of Shares of Common Stock or Cash

  • 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.

  • Issuance of Shares of Common Stock on Exercise As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder of such Warrant a book-entry position or certificate, as applicable, for 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 if such Warrant shall not have been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number of shares of Common Stock as to which such Warrant shall not have been exercised. If fewer than all the Warrants evidenced by a Book-Entry Warrant Certificate are exercised, a notation shall be made to the records maintained by the Depositary, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance of the Warrants remaining after such exercise. Notwithstanding the foregoing, the Company shall not be obligated to deliver any shares of Common Stock pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Common Stock underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations under Section 7.4. No Warrant shall be exercisable and the Company shall not be obligated to issue shares of Common Stock upon exercise of a Warrant unless the Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt from registration or qualification under the securities laws of the state of residence of the Registered Holder of the Warrants, except pursuant to Section 7.4. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the shares of Common Stock underlying such Unit. In no event will the Company be required to net cash settle the Warrant exercise. The Company may require holders of Public Warrants to settle the Warrant on a “cashless basis” pursuant to subsection 3.3.1(b)

  • 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:

  • Registration of Shares of Common Stock The Company agrees that as soon as practicable after the closing of its initial Business Combination, it shall use its best efforts to file with the Securities and Exchange Commission a registration statement for the registration, under the Act, of the shares of Common Stock issuable upon exercise of the Warrants, and it shall use its best efforts to take such action as is necessary to register or qualify for sale, in those states in which the Warrants were initially offered by the Company and in those states where holders of Warrants then reside, the shares of Common Stock issuable upon exercise of the Warrants, to the extent an exemption is not available. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the 90th day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the 91st day after the closing of the Business Combination and ending upon such registration statement being declared effective by the Securities and Exchange Commission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis” as determined in accordance with Section 3.3.1(c). The Company shall provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is not required to be registered under the Act and (ii) the shares of Common Stock issued upon such exercise will be freely tradable under U.S. federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Act) of the Company and, accordingly, will not be required to bear a restrictive legend. For the avoidance of any doubt, unless and until all of the Warrants have been exercised on a cashless basis, the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this Section 7.4. The provisions of this Section 7.4 may not be modified, amended, or deleted without the prior written consent of the Representative.

  • Purchase of Shares of Common Stock (a) Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.10, obligate the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to $50 (the "Purchase Price"), a number of newly issued shares of Common Stock equal to the Settlement Rate unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit of which such Purchase Contract is a part. The "Settlement Rate" is equal to, (i) if the Applicable Market Value (as defined below) is greater than or equal to $21.08 (the "Threshold Appreciation Price"), 2.3719 shares of Common Stock per Purchase Contract, (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $17.28, the number of shares of Common Stock per Purchase Contract equal to the Stated Amount of the related Unit divided by the Applicable Market Value, and (iii) if the Applicable Market Value is equal to or less than $17.28, 2.8935 shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

  • Reservation of Shares of Common Stock The Company shall at all times reserve and keep available a number of its authorized but unissued shares of Common Stock that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

  • Issuance of Common Stock Equivalents If the Company in any manner issues or sells any Common Stock Equivalents (other than Common Stock Equivalents that qualify as Exempt Issuances) and the lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Common Stock Equivalents for such price per share. For the purposes of this Section 3(e)(ii), the “lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to one share of Common Stock upon the issuance or sale of the Common Stock Equivalent and upon conversion, exercise or exchange of such Common Stock Equivalent and (y) the lowest conversion price set forth in such Common Stock Equivalent for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof minus (2) the sum of all amounts paid or payable to the holder of such Common Stock Equivalent (or any other Person) upon the issuance or sale of such Common Stock Equivalent plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Common Stock Equivalent (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents, and if any such issue or sale of such Common Stock Equivalents is made upon exercise of any options for which adjustment of this Note has been or is to be made pursuant to other provisions of this Section 3(e), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issue or sale.

  • Adjustment Upon Subdivision or Combination of Shares of Common Stock If the Company at any time on or after the Issuance Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Warrant Shares will be proportionately increased. If the Company at any time on or after the Issuance Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 2(a) shall become effective at the close of business on the date the subdivision or combination becomes effective.

  • 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.

  • Shares of Common Stock The Company shall have duly reserved the number of Underlying Shares required by this Agreement and the Transaction Documents to be reserved for issuance upon conversion of the Debentures and the exercise of the Warrants;

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