Common use of Securities Laws/Legend on Certificates Clause in Contracts

Securities Laws/Legend on Certificates. The issuance and delivery of common units of the Partnership or shares of common stock of the Company shall comply with all applicable requirements of law, including (without limitation) the Securities Act of 1933, as amended (the “Securities Act”), the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded. If the Company deems it necessary to ensure that the issuance of securities under the Plan is not required to be registered under any applicable securities laws, each Participant to whom such security would be issued shall deliver to the Company an agreement or certificate containing such representations, warranties and covenants as the Company which satisfies such requirements. The securities shall be subject to such stop transfer orders and other restrictions as the Committee may deem reasonably advisable, and, if the securities are certificated, the Committee may cause a legend or legends to be put on such certificates to make appropriate reference to such restrictions.

Appears in 5 contracts

Samples: Award Agreement (General Growth Properties, Inc.), Award Agreement (General Growth Properties, Inc.), Award Agreement (General Growth Properties, Inc.)

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Securities Laws/Legend on Certificates. The issuance and delivery of common units of the Partnership or shares of common stock of the Company shall comply with all applicable requirements of law, including (without limitation) the Securities Act of 1933, as amended (the “Securities Act”), the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded. If the Company deems it necessary to ensure that the issuance of securities under the Plan is not required to be registered under any applicable securities laws, each Participant to whom such security would be issued shall deliver to the Company an agreement or certificate containing such representations, warranties and covenants as the Company which satisfies such requirements. The securities shall be subject to such stop transfer orders and other restrictions as the Committee may deem reasonably advisable, and, and if the securities are certificated, the Committee may cause a legend or legends to be put on such certificates to make appropriate reference to such restrictions.

Appears in 3 contracts

Samples: Ltip Unit Award Agreement (GGP Inc.), Ltip Unit Award Agreement (General Growth Properties, Inc.), Ltip Unit Award Agreement (General Growth Properties, Inc.)

Securities Laws/Legend on Certificates. The issuance and delivery of common units of the Partnership or shares of common stock of the Company Restricted Shares shall comply with all applicable requirements of law, including (without limitation) the Securities Act of 1933, as amended (the “Securities Act”)amended, the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded. If the Company deems it necessary to ensure that the issuance of securities under the Plan is not required to be registered under any applicable securities laws, each Participant to whom such security would be issued shall deliver to the Company an agreement or certificate containing such representations, warranties and covenants as the Company which satisfies such requirementsreasonably requests. The securities Shares shall be subject to such stop transfer orders and other restrictions as the Committee may deem reasonably advisable, and, if the securities any Shares are certificatedrepresented by certificates, the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

Appears in 3 contracts

Samples: Restricted Stock Award Agreement (General Growth Properties, Inc.), Restricted Stock Award Agreement (General Growth Properties, Inc.), Restricted Stock Award Agreement (General Growth Properties, Inc.)

Securities Laws/Legend on Certificates. The issuance and delivery of common units of the Partnership or shares of common stock of the Company Shares shall comply with all applicable requirements of law, including (without limitation) the Securities Act of 1933, as amended (the “Securities Act”)amended, the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange or other securities market on which the Company’s 's securities may then be traded. If the Company deems it necessary to ensure that the issuance of securities under the Plan is not required to be registered under any applicable securities laws, each Participant to whom such security would be issued shall deliver to the Company an agreement or certificate containing such representations, warranties and covenants as the Company which satisfies such requirements. The securities certificates representing the Shares shall be subject to such stop transfer orders and other restrictions as the Committee may deem reasonably advisable, and, if the securities are certificated, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

Appears in 2 contracts

Samples: Nonqualified Stock Option Award Agreement (EnergySolutions, Inc.), Nonqualified Stock Option Award Agreement (EnergySolutions, Inc.)

Securities Laws/Legend on Certificates. The issuance and delivery of common units of the Partnership or shares of common stock of the Company certificates representing vested Restricted Shares shall comply with all applicable requirements of law, including (without limitation) limitation the Securities Act of 1933, as amended (the “Securities Act”), the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded. If the Company deems it necessary to ensure that the issuance of securities under the Plan is not required to be registered under any applicable securities laws, each Participant to whom such security would be issued shall deliver to the Company an agreement or certificate containing such representations, warranties and covenants as the Company which satisfies such requirements. The securities certificates representing the vested Restricted Shares shall be subject to such stop transfer orders and other restrictions as the Committee may deem reasonably advisable, and, if the securities are certificated, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

Appears in 2 contracts

Samples: Restricted Stock Award Agreement (Red Rock Resorts, Inc.), Restricted Stock Award Agreement (Red Rock Resorts, Inc.)

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Securities Laws/Legend on Certificates. The issuance and delivery of common units of the Partnership or shares of common stock of the Company shall comply with all applicable requirements of law, including (without limitation) the Securities Act of 1933, as amended (the “Securities Act”), the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded. If the Company deems it necessary to ensure that the issuance of securities under the Plan is not required to be registered under any applicable securities laws, each Participant to whom such security would be issued shall deliver to the Company an agreement or certificate containing such representations, warranties and covenants as the Company which satisfies such requirements. The certificates representing securities shall be subject to such stop transfer orders and other restrictions as the Committee may deem reasonably advisable, and, if the securities are certificated, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

Appears in 2 contracts

Samples: Award Agreement (General Growth Properties, Inc.), Ltip Unit Award Agreement (General Growth Properties, Inc.)

Securities Laws/Legend on Certificates. The issuance and delivery of common units of the Partnership or shares of common stock of the Company Restricted Shares shall comply with all applicable requirements of law, including (without limitation) the Securities Act of 1933, as amended (the “Securities Act”)amended, the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded. If the Company deems it necessary to ensure that the issuance of securities under the Plan is not required to be registered under any applicable securities laws, each Participant to whom such security would be issued shall deliver to the Company an agreement or certificate containing such representations, ACTIVE/84644605.3 warranties and covenants as the Company which satisfies such requirementsreasonably requests. The securities Restricted Shares shall be subject to such stop transfer orders and other restrictions as the Committee may deem reasonably advisable, and, if the securities any Restricted Shares are certificatedrepresented by certificates, the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

Appears in 1 contract

Samples: Restricted Stock Award Agreement (General Growth Properties, Inc.)

Securities Laws/Legend on Certificates. The issuance and delivery of common units of the Partnership or shares of common stock of the Company shall comply with all applicable requirements of law, including (without limitation) the Securities Act of 1933, as amended (the “Securities Act”), the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded. If the Company deems it necessary to ensure that the issuance of securities under the Plan is not required to be registered under any applicable securities laws, each Participant to whom such security would be issued shall deliver to the Company an agreement or certificate containing such representations, ACTIVE/84645397.12 warranties and covenants as the Company which satisfies such requirements. The securities shall be subject to such stop transfer orders and other restrictions as the Committee may deem reasonably advisable, and, if the securities are certificated, the Committee may cause a legend or legends to be put on such certificates to make appropriate reference to such restrictions.

Appears in 1 contract

Samples: Award Agreement (General Growth Properties, Inc.)

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