Common use of ISSUANCE ON CONVERSION Clause in Contracts

ISSUANCE ON CONVERSION. Before any Shares may be converted into Common Shares, the Employee must surrender the certificate or certificates evidencing the Shares, duly endorsed in blank or accompanied by proper instruments of transfer, at the office of the Company or any transfer agent for the Shares. Employee shall give written notice to the Company at such office that the Employee reasonably believes that that a certain number of Shares is then subject to conversion as set forth herein. The notice shall also specify the name or names in which the Employee the certificate or certificates for Common Shares to be issued. If a name specified is not that of Employee, the notice shall also state the address of the new holder and any other information required by law. The Company shall have the right, in its sole discretion, to decline to issue any such certificates in any name other than the name of Employee appearing the surrendered certificates representing the Shares. The Company shall, subject to the tax provisions set forth at Section 2.7, as soon as practicable thereafter, issue and deliver at such office to the holder of the Shares converted, or the that holder's nominee or nominees, certificates for the number of full Common Shares to which the holder shall be entitled, to receive together with a scrip certificate or cash in lieu of any fraction of a share as provided herein, subject further to an available exemption under the securities laws and general compliance with all securities laws, rules and regulations. Notwithstanding the foregoing, the Company shall not be obligated to deliver registered or qualified securities to Employee, and the obligation of Accesspoint to issue Common Shares and/or deliver stock certificates shall xxxxx unless and until an available exemption from the requirement of registration or qualification under any applicable securities laws is available and may be obtained and perfected.

Appears in 8 contracts

Samples: Stock Bonus Agreement (Accesspoint Corp /Nv/), Stock Bonus Agreement (Accesspoint Corp /Nv/), Stock Bonus Agreement (Accesspoint Corp /Nv/)

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ISSUANCE ON CONVERSION. Before any Shares may be converted into Common Shares, the Employee must surrender the certificate or certificates evidencing the Shares, duly endorsed in blank or accompanied by proper instruments of transfer, at the office of the Company or any transfer agent for the Shares. Employee shall give written notice to the Company at such office that the Employee reasonably believes that that a certain number of Shares is then subject to conversion as set forth herein. The notice shall also specify the name or names in which the Employee the certificate or certificates for Common Shares to be issued. If a name specified is not that of Employee, the notice shall also state the address of the new holder and any other information required by law. The Company shall have the right, in its sole discretion, to decline to issue any such certificates in any name other than the name of Employee appearing the surrendered certificates representing the Shares. The Company shall, subject to the tax provisions set forth at Section 2.7, as soon as practicable thereafter, issue and deliver at such office to the holder of the Shares converted, or the that holder's nominee or nominees, certificates for the number of full Common Shares to which the holder shall be entitled, to receive together with a scrip certificate or cash in lieu of any fraction of a share as provided herein, subject further to an available exemption under the securities laws and general compliance with all securities laws, rules and regulations. Notwithstanding the foregoing, the Company shall not be obligated to deliver registered or qualified securities to Employee, and the obligation of Accesspoint to issue Common Shares and/or deliver stock certificates shall xxxxx axxxx unless and until an available exemption from the requirement of registration or qualification under any applicable securities laws is available and may be obtained and perfected.

Appears in 2 contracts

Samples: Stock Bonus Agreement (Accesspoint Corp /Nv/), Stock Bonus Agreement (Accesspoint Corp /Nv/)

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