Issuance of Underlying Shares. With respect to any RSUs that become vested RSUs pursuant to Section 2, subject to Sections 5, 6 and 8, the Company shall issue to the Recipient, as soon as practicable following the applicable vesting date (as specified on the cover page hereof with respect to any RSUs that become vested pursuant to Section 2(a)(1) and as specified in Section 2(a)(2) with respect to any RSUs that become vested pursuant to Section 2(a)(2), if applicable), the number of Underlying Shares equal to the number of RSUs vesting on such vesting date, provided that, if the vesting date of any portion of the RSUs shall occur during either a regularly scheduled or special “blackout period” of the Company wherein Recipient is precluded from selling shares of the Company’s Common Stock, the receipt of the corresponding Underlying Shares issuable with respect to such vesting date pursuant to this Agreement shall be deferred until after the expiration of such blackout period, unless such Underlying Shares are covered by a previously established Company-approved 10b5-1 plan of the Recipient, in which case the Underlying Shares shall be issued in accordance with the terms of such 10b5-1 plan. The Underlying Shares the receipt of which was deferred as provided above shall be issued to Recipient as soon as practicable after the expiration of the blackout period. Notwithstanding the above, subject to Section 8, (i) in no event may the Underlying Shares with respect to any RSUs that become vested pursuant to Section 2(a)(1) be issued to the Recipient later than the later of:
(a) December 31st of the calendar year in which vesting occurs, or (b) the fifteenth (15th) day of the third calendar month following such vesting date, and (ii) in no event may the Underlying Shares with respect to any RSUs that become vested pursuant to Section 2(a)(2) be issued to the Recipient later than the 90th day following the Recipient’s Separation from Service; provided that the Recipient acknowledges and agrees that if the Underlying Shares are issued to the Recipient pursuant to this sentence while either a regularly scheduled or special “blackout period” is still in effect with respect to the Company or the Recipient, neither the Company nor the Recipient may sell any shares of the Company’s Common Stock to satisfy any Tax Obligations except in compliance with the Company’s xxxxxxx xxxxxxx policies and requirements and applicable laws. The form of such issuance (e.g., a stock certificate or electronic entry e...
Issuance of Underlying Shares. With respect to any RSUs that become vested RSUs pursuant to Section 2, subject to Section 5, the Company shall issue to the Recipient, as soon as practicable following the applicable vesting date specified on the cover page hereof, the number of Underlying Shares equal to the number of RSUs vesting on such vesting date, provided that, if the vesting date of any portion of the RSUs shall occur during either a regularly scheduled or special “blackout period” of the Company wherein Recipient is precluded from selling shares of the Company’s Common Stock, the receipt of the corresponding Underlying Shares issuable with respect to such vesting date pursuant to this Agreement shall be deferred until after the expiration of such blackout period. The Underlying Shares the receipt of which was deferred as provided above shall be issued to Recipient as soon as practicable after the expiration of the blackout period.
Issuance of Underlying Shares. The issuance of the Underlying Shares has been duly and validly authorized and, such Underlying Shares, when issued and delivered against payment therefor in accordance with the terms of the Rights Offering, will be duly and validly issued, fully paid and nonassessable, with no violation of any preemptive or similar rights, and will conform in all material respects to the description of the Common Stock in the Registration Statement and Prospectus. There are, or will be prior to the commencement of the Rights Offering, sufficient authorized shares of Common Stock of the Company to be issued in connection with the Rights Offering, assuming all Underlying Shares are fully subscribed for by the Rights Holders in connection with the Rights Offering.
Issuance of Underlying Shares. The Notes and the Underlying Shares are duly authorized, and, when issued and paid for in accordance with the terms hereof and the Notes, as applicable, shall have been validly issued, fully paid and nonassessable, free and clear of all liens, encumbrances, and rights of first refusal of any kind (collectively, "Liens"). No shares of Common Stock are entitled to preemptive or similar rights, nor is any holder of Common Stock entitled to preemptive or similar rights arising out of any agreement or understanding with the Company by virtue of any of the Transaction Documents. The Company has on the date hereof and will, at the Closing Date and at all time while the Notes are outstanding, maintain an adequate reserve of duly reserved shares of Common Stock, reserved for issuance to holders of Notes, to enable it to perform its conversion and other obligations under the Transaction Documents.
Issuance of Underlying Shares. The following provision replaces Section 3 of the Agreement: With respect to any RSUs that become vested RSUs pursuant to Section 2 of the Agreement, subject to Sections 5 and 6 of the Agreement, the Recipient shall receive, on or as soon as practicable following the applicable vesting date specified in the Notice, a cash payment in an amount equal in value to one share of Common Stock (using the closing price per share on the Nasdaq Global Select Market (or other principal exchange on which the Common Stock then 18 6715667-v5\GESDMS 209867689 v10 trades) on the applicable vesting date (or the prior trading day if the vesting date is not a trading day). Any references to the issuance of shares of Common Stock in any documents related to the RSUs shall be interpreted accordingly.
Issuance of Underlying Shares. The Special Warrants, when issued and countersigned as herein provided, shall be valid and enforceable against the Company and, subject to the provisions of this Indenture, the Company shall cause the Underlying Shares to be acquired pursuant to the exercise of Special Warrants under this Indenture and the certificates representing such Underlying Shares to be duly issued and delivered in accordance with the Special Warrant Certificates and the terms hereof. At all times prior to the Expiry Time, while any of the Special Warrants are outstanding, the Company shall reserve and there shall be conditionally allotted but unissued out of its authorized capital that number of Common Shares sufficient to enable the Company to meet its obligations hereunder. All Underlying Shares issued pursuant to the exercise or deemed exercise of the Special Warrants shall be issued as fully paid and non-assessable. The Company shall make all requisite filings, and pay all applicable fees, under applicable Securities Laws to report the exercise or deemed exercise of the Special Warrants.
Issuance of Underlying Shares. The Underlying Shares are duly authorized and reserved for issuance and, upon exercise or conversion of the Warrants or Preferred Shares, respectively, in accordance with the terms thereof, such Underlying Shares will be validly issued, fully paid and non-assessable, free and clear of any and all liens, claims and encumbrances, and entitled to be traded on the Nasdaq National Market System, the New York Stock Exchange, the American Stock Exchange or the Nasdaq Small-Cap Market (collectively, the "APPROVED Markets"), and the holders of such Underlying Shares shall be entitled to all rights and preferences accorded to a holder of Common Stock. As of the date of this Agreement, the outstanding shares of Common Stock are currently listed on the Nasdaq National Market System.
Issuance of Underlying Shares. As provided in Section 3 of the Agreement, with respect to any RSUs that become vested RSUs under the Agreement, the Company shall issue to the Recipient a number of Underlying Shares, as described in Section 3 of the Agreement. For the avoidance of doubt, vested RSUs will not be settled in cash.
Issuance of Underlying Shares. The Underlying Shares received under the Plan are accepted as a personal investment. In the event the RSUs vest and Underlying Shares are issued to the Recipient within six months of the grant of RSUs, the Recipient agrees that he or she will not dispose of the Underlying Shares acquired prior to the six-month anniversary of the grant of RSUs.
Issuance of Underlying Shares. The Underlying Shares are duly authorized and reserved for issuance and, upon conversion of the Series A Preferred Stock and/or Series B Preferred Stock into Conversion Shares and/or the exercise of the Warrants for Warrant Shares in accordance with their respective terms and payment of the consideration set forth in the Warrants, will be validly issued, fully paid and non-assessable, and free from all taxes and Liens with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of other shareholders and will not impose personal liability upon the holder thereof.
