Other Compliance Provisions Sample Clauses

Other Compliance Provisions. The following provisions apply to Restricted Stock Units: (i) Each tranche of Restricted Stock Units (including dividend equivalents accrued thereon) that potentially could vest at or following a Determination Date under Section 2 shall be deemed a separate payment for purposes of Code Section 409A. (ii) The settlement of 000X XXXx may not be accelerated by the Company except to the extent permitted under Code Section 409A. The Company may, however, accelerate vesting (i.e., may waive the risk of forfeiture tied to termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director) of 409A RSUs, without changing the settlement terms of such 409A RSUs. (iii) It is understood that Good Reason for purposes of this Agreement is limited to circumstances that qualify under Treasury Regulation § 1.409A-1(n)(2). (iv) Any restriction imposed on 000X XXXx hereunder or under the terms of other documents solely to ensure compliance with Code Section 409A shall not be applied to a Restricted Stock Unit that is not a 000X XXX except to the extent necessary to preserve the status of such Restricted Stock Unit as not being a “deferral of compensation” under Code Section 409A. (v) If any mandatory term required for 000X XXXx or other RSUs, or related dividend equivalents or other related rights, to avoid tax penalties under Code Section 409A is not otherwise explicitly provided under this document or other applicable documents, such term is hereby incorporated by reference and fully applicable as though set forth at length herein. (vi) In the case of any settlement of Restricted Stock Units during a specified period following the Determination Date or other date triggering a right to settlement, the Grantee shall have no influence on any determination as to the tax year in which the settlement will be made. (vii) In the case of any Restricted Stock Unit that is not a 000X XXX, if the circumstances arise constituting a Disability but termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not in fact resulted immediately without an election by the Grantee, then only the Company or a Subsidiary may elect to terminate the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director due to such Disability. (viii) If the Company has a right of setoff that could apply to a 000X XXX, such right may only be exercised at the time the 000X XXX would have been settled, and may be e...
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Other Compliance Provisions. The following provisions also apply to Restricted Stock Units: (i) The settlement of Restricted Stock Units may not be accelerated by the Company except to the extent permitted under Code Section 409A. (ii) If any mandatory term required to avoid tax penalties under Code Section 409A is not otherwise explicitly provided under this document or other applicable documents, such term is hereby incorporated by reference and fully applicable as though set forth at length herein. (iii) Each payment tranche of Restricted Stock Units set forth in the Notice shall be deemed a separate payment for purposes of Code Section 409A.
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Other Compliance Provisions. The following provisions apply to Restricted Stock Units (including, if so specified, non-409A RSUs): (i) The settlement of 000X XXXx may not be accelerated by the Company except to the extent permitted under Code Section 409A. (ii) Any restriction imposed on 000X XXXx hereunder or under the terms of other documents solely to ensure compliance with Code Section 409A shall not be applied to a Restricted Stock Unit that is not a “deferral of compensation” under Code Section 409A. (iii) If any mandatory term required for 000X XXXx or non-409A RSUs to avoid tax penalties under Code Section 409A is not otherwise explicitly provided under this document or other applicable documents, such term is hereby incorporated by reference and fully applicable as though set forth at length herein. (iv) Each vesting tranche of Restricted Stock Units set forth in the Notice shall be deemed a separate payment for purposes of Code Section 409A.
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Other Compliance Provisions. The following provisions also apply to the RSUs: (i) The settlement of RSUs may not be accelerated by the Company except to the extent permitted under Section 409A of the Code. (ii) If any mandatory term required to avoid tax penalties under Section 409A of the Code is not otherwise explicitly provided under this document or other applicable documents, such term is hereby incorporated by reference and fully applicable as though set forth at length herein. (iii) Each payment tranche of RSUs set forth in this Agreement shall be deemed a separate payment for purposes of Section 409A of the Code.
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Other Compliance Provisions. The Committee shall implement transactions under the Plan and administer the Plan in a manner that will ensure that each transaction by an Optionee is exempt from liability under Rule 16b-3, except that Optionees may be permitted to engage in a non-exempt transaction under the Plan if written notice has been given to the Optionee regarding the non-exempt nature of the transaction. The Committee may authorize the Company to repurchase any Option or shares of Stock acquired under the Plan in order to prevent an Optionee from incurring liability under Section 16(b). Unless otherwise specified by the Optionee, equity securities, including derivative securities, acquired under the Plan which are disposed of by an Optionee shall be deemed to be disposed of in the order acquired by the Optionee.
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Other Compliance Provisions. The following provisions apply to Performance Share Units: (i) The settlement of the Performance Share Units may not be accelerated by the Company except to the extent permitted under Code Section 409A. (ii) If any mandatory term required for the Performance Share Units to avoid tax penalties under Code Section 409A is not otherwise explicitly provided under this document or other applicable documents, such term is hereby incorporated by reference and fully applicable as though set forth at length herein.
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Other Compliance Provisions. The following provisions also apply to Restricted Stock Units: (i) The settlement of Restricted Stock Units may not be accelerated by the Company except to the extent permitted under Code Section 409A. (ii) If any mandatory term required to avoid tax penalties under Code Section 409A is not otherwise explicitly provided under this document or other applicable documents, such term is hereby incorporated by reference and fully applicable as though set forth at length herein. (iii) Each payment tranche of Restricted Stock Units set forth in the Notice shall be deemed a separate payment for purposes of Code Section 409A. Notice of Grant of Award and Award Agreement Chesapeake Energy CorporationID: 73-13957336100 X. Xxxxxxx XxxxxxXxxxxxxx Xxxx, XX 00000 <NAME> <ADDRESS> <ADDRESS> Award Number: Plan: 2021 LTIP Effective <Date>, you have been granted an award of <#> Restricted Stock Units. These Restricted Stock Units entitle you to receive a payment in the form of shares of Common Stock equal to the number of Restricted Stock Units to be paid on the payment date. The current total value of the award is <$>. The Restricted Stock Units will vest and be paid on the earlier of (i) May 20, 2022 and (ii) the date of the Company’s 2022 annual shareholder meeting (the “Vesting Date”). By your signature and the Company's signature below, you and the Company agree that this award is granted under and governed by the terms and conditions of the Company's 2021 Long Term Incentive Plan and the Agreement, all of which are attached and made a part of this document. By: Chesapeake Energy Corporation Participant Date: Date: Please complete this Restricted Stock Units Deferral Election Form (the “Deferral Election Form”) and return a signed copy to Chesapeake Energy Corporation (the “Company”), care of Xxxx Xxxxxx (xxxx.xxxxxx@xxx.xxx), no later than Monday, February 22, 2021 at 12:00 pm CT (the “Election Deadline”). Name:
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Related to Other Compliance Provisions

  • Compliance with Terms and Conditions All the terms, covenants and conditions of this Agreement to be complied with and performed by Parent or Sub on or before the Closing Date shall have been (and tender by Parent or Sub of any documents required to be delivered at the Closing by it shall constitute a representation by Parent and Sub as at the Closing that, except as otherwise specifically approved in writing by Company, they have been) complied with and performed in all material respects.

  • Compliance with Terms Such Grantor will perform and comply with all obligations in respect of the Collateral owned by it and all agreements to which it is a party or by which it is bound relating to such Collateral.

  • Certain General Provisions 30 5.1. Closing Fee..........................................................................30 5.2. Agent's Fee..........................................................................30 5.3.

  • Compliance with Record Keeping Requirements Participating Dealer agrees to comply with the record keeping requirements of the Exchange Act, including but not limited to, Rules 17a-3 and 17a-4 promulgated under the Exchange Act. Participating Dealer further agrees to keep such records with respect to each customer who purchases Primary Shares, his suitability and the amount of Primary Shares sold, and to retain such records for such period of time as may be required by the Commission, any state securities commission, FINRA or the Company.

  • Remedial Provisions Each Grantor covenants and agrees with the Administrative Agent and the other Secured Parties that, from and after the date of this Agreement until the Discharge of Obligations:

  • Compliance with Conditions All of the terms, covenants, conditions and obligations of this Agreement and each other Transaction Document required to be complied with and performed by Seller on or prior to the Closing Date shall have been duly complied with and performed in all material respects.

  • COMPLIANCE WITH COVENANTS, RESTRICTIONS AND BUILDING CODE Lessor warrants that any improvements (other than those constructed by Lessee or at Lessee's direction) on or in the Premises which have been constructed or installed by Lessor or with Lessor's consent or at Lessor's direction shall comply with all applicable covenants or restrictions of record and applicable building codes, regulations and ordinances in effect on the Commencement Date. Lessor further warrants to Lessee that Lessor has no knowledge of any claim having been made by any governmental agency that a violation or violations of applicable building codes, regulations, or ordinances exist with regard to the Premises as of the Commencement Date. Said warranties shall not apply to any Alterations or Utility Installations (defined in Paragraph 7.3(a)) made or to be made by Lessee. If the Premises do not comply with said warranties, Lessor shall, except as otherwise provided in this Lease, promptly after receipt of written notice from Lessee given within six (6) months following the Commencement Date and setting forth with specificity the nature and extent of such non-compliance, take such action, at Lessor's expense, as may be reasonable or appropriate to rectify the non-compliance. Lessor makes no warranty that the Permitted Use in Paragraph 1.8 is permitted for the Premises under Applicable Laws (as defined in Paragraph 2.4).

  • OPERATIVE PROVISIONS In consideration of the disclosure of Proprietary Information by the Disclosing Party, the Receiving Party hereby agrees: (i) to hold the Proprietary Information in strict confidence and to take all reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials), (ii) not to disclose any such Proprietary Information or any information derived therefrom to any third person, (iii) not to make any use whatsoever at any time of such Proprietary Information except to evaluate internally its relationship with the Disclosing Party, and (iv) not to copy or reverse engineer any such Proprietary Information. The Receiving Party shall procure that its employees, agents and sub-contractors to whom Proprietary Information is disclosed or who have access to Proprietary Information sign a nondisclosure or similar agreement in content substantially similar to this Agreement

  • Compliance with Accessibility Standards All parties to this Agreement shall ensure that the plans for and the construction of all projects subject to this Agreement are in compliance with standards issued or approved by the Texas Department of Licensing and Regulation (TDLR) as meeting or consistent with minimum accessibility requirements of the Americans with Disabilities Act (P.L. 101-336) (ADA).

  • Performance of Agreements and Covenants Each and all of the agreements and covenants of Buyer to be performed and complied with pursuant to this Agreement and the other agreements contemplated hereby prior to the Effective Time shall have been duly performed and complied with in all material respects.

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