Share Reserve Operation Clause Samples

Share Reserve Operation. For clarity, the Share Reserve is a limit on the number of shares of Common Stock that may be issued pursuant to Awards and does not limit the granting of Awards, except that the Company will keep available at all times the number of shares of Common Stock reasonably required to satisfy its obligations to issue shares pursuant to such Awards. Shares may be issued in connection with a merger or acquisition as permitted by, as applicable, Nasdaq Listing Rule 5635(c), NYSE Listed Company Manual Section 303A.08, NYSE American Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares available for issuance under the Plan. The (i) expiration or termination of any portion of an Award without the shares covered by such portion of the Award having been issued and (ii) any and shares that are forfeited back to or repurchased by the Company because of a failure to meet a contingency or condition required for the vesting of such shares, will not reduce the number of shares subject to the Share Reserve and available for issuance under the Plan. However, (i) any shares that are reacquired by the Company to satisfy the exercise, strike or purchase price of an Award and (ii) any shares that are reacquired by the Company to satisfy a tax withholding obligation in connection with an Award, will reduce the number of shares subject to the Share Reserve and available for issuance under the Plan.1