Common use of Tax Withholding; Conditions to Issuance of Certificates Clause in Contracts

Tax Withholding; Conditions to Issuance of Certificates. (i) Notwithstanding Section 2(b), no such new certificate shall be delivered to the Participant or his legal representative unless and until the Participant or his legal representative shall have paid to the Company the full amount of all federal and state withholding or other taxes applicable to the taxable income of Participant resulting from the grant of Restricted Stock or the lapse or removal of the Restrictions. (ii) Notwithstanding Section 2(b), the Company shall not be required to issue or deliver any certificate or certificates for any Shares prior to the fulfillment of all of the following conditions: (A) the admission of the Shares to listing on all stock exchanges on which such Common Stock is then listed, (B) the completion of any registration or other qualification of the Shares under any state or federal law or under rulings or regulations of the SEC or other governmental regulatory body, which the Committee shall, in its sole and absolute discretion, deem necessary and advisable, (C) the obtaining of any approval or other clearance from any state or federal governmental agency that the Committee shall, in its absolute discretion, determine to be necessary or advisable and (D) the lapse of any such reasonable period of time following the date the Restrictions lapse as the Committee may from time to time establish for reasons of administrative convenience.

Appears in 5 contracts

Samples: Restricted Stock Agreement (Books a Million Inc), Restricted Stock Agreement (Books a Million Inc), Restricted Stock Agreement (Books a Million Inc)

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Tax Withholding; Conditions to Issuance of Certificates. Notwithstanding any other provision of this Agreement (including without limitation Section 2.1(b)): (i) Notwithstanding Section 2(b), no such No new certificate shall be delivered to the Participant or his legal representative unless and until the Participant or his legal representative shall have paid to the Company the full amount of all federal and state withholding or other taxes applicable to the taxable income of Participant resulting from the grant of Restricted Stock Shares or the lapse or removal of the Restrictions. (ii) Notwithstanding Section 2(b), the The Company shall not be required to issue or deliver any certificate or certificates for any Shares prior to the fulfillment of all of the following conditions: (A) the admission of the Shares to listing on all stock exchanges on which such Common Stock is then listed, (B) the completion of any registration or other qualification of the Shares under any state or federal law or under rulings or regulations of the SEC Securities and Exchange Commission or other governmental regulatory body, which the Committee shall, in its sole and absolute discretion, deem necessary and advisable, (C) the obtaining of any approval or other clearance from any state or federal governmental agency that the Committee shall, in its absolute discretion, determine to be necessary or advisable and (D) the lapse of any such reasonable period of time following the date the Restrictions lapse as the Committee may from time to time establish for reasons of administrative convenience.

Appears in 5 contracts

Samples: Stock Option Agreement (Symmetricom Inc), Restricted Stock Award Agreement (Noble Environmental Power LLC), Restricted Stock Award Agreement (Clarient, Inc)

Tax Withholding; Conditions to Issuance of Certificates. Notwithstanding any other provision of this Agreement (including without limitation Section 2.1(b)): (i) Notwithstanding Section 2(b), No Shares shall be recorded in the name of the Participant in the books and records of the Company’s transfer agent and no such new certificate shall be delivered to the Participant or his legal representative unless and until the Participant or his legal representative shall have paid to the Company the full amount of all federal and state withholding or other taxes applicable to the taxable income of Participant resulting from the grant of Restricted Stock Shares or the lapse or removal of the Restrictions. (ii) Notwithstanding Section 2(b), the The Company shall not be required to record any Shares in the name of the Participant in the books and records of the Company’s transfer agent or issue or deliver any certificate or certificates for any Shares prior to the fulfillment of all of the following conditions: (A) the admission of the Shares to listing on all stock exchanges on which such the Company’s Common Stock is then listed, (B) the completion of any registration or other qualification of the Shares under any state or federal law or under rulings or regulations of the SEC Securities and Exchange Commission or other governmental regulatory body, which the Committee shall, in its sole and absolute discretion, deem necessary and advisable, (C) the obtaining of any approval or other clearance from any state or federal governmental agency that the Committee shall, in its absolute discretion, determine to be necessary or advisable and (D) the lapse of any such reasonable period of time following the date the Restrictions lapse as the Committee may from time to time establish for reasons of administrative convenience.

Appears in 2 contracts

Samples: Restricted Stock Award Agreement (Spectranetics Corp), Restricted Stock Award Agreement (Spectranetics Corp)

Tax Withholding; Conditions to Issuance of Certificates. Notwithstanding any other provision of this Agreement (including, without limitation, Section 2.1(b) hereof): (i) Notwithstanding Section 2(b), no such No new certificate shall be delivered to the Participant or his legal representative unless and until the Participant or his legal representative shall have paid to the Company the full amount of all federal and state tax withholding or other obligations in a manner contemplated by Section 4.2 hereof or other taxes applicable to the taxable income of Participant resulting from the grant of Restricted Stock Shares or the lapse or removal of the Restrictions. (ii) Notwithstanding Section 2(b), the The Company shall not be required to issue or deliver any certificate or certificates for any Restricted Shares prior to the fulfillment of all of the following conditions: (A) the admission of the Restricted Shares to listing on all stock exchanges on which such Common Stock is then listed, (B) the completion of any registration or other qualification of the Restricted Shares under any state or federal law or under rulings or regulations of the SEC Securities and Exchange Commission or other governmental regulatory body, which the Committee Administrator shall, in its sole and absolute discretion, deem necessary and advisable, (C) the obtaining of any approval or other clearance from any state or federal governmental agency that the Committee Administrator shall, in its absolute discretion, determine to be necessary or advisable and (D) the lapse of any such reasonable period of time following the date the Restrictions lapse as the Committee Administrator may from time to time establish for reasons of administrative convenience.

Appears in 1 contract

Samples: Restricted Stock Award Agreement (Tessera Technologies Inc)

Tax Withholding; Conditions to Issuance of Certificates. Notwithstanding any other provision of this Agreement (i) Notwithstanding including without limitation Section 2(b2.1(b), no such ): No new certificate shall be delivered to the Participant or his legal representative unless and until the Participant or his legal representative shall have paid to the Company the full amount of all federal and state withholding or other taxes applicable to the taxable income of Participant resulting from the grant of Restricted Stock Shares or the lapse or removal of the Restrictions. (ii) Notwithstanding Section 2(b), the . The Company shall not be required to issue or deliver any certificate or certificates for any Shares prior to the fulfillment of all of the following conditions: (A) the admission of the Shares to listing on all stock exchanges on which such Common Stock is Shares are then listed, (B) the completion of any registration or other qualification of the Shares under any state or federal law or under rulings or regulations of the SEC Securities and Exchange Commission or other governmental regulatory body, which the Committee Administrator shall, in its sole and absolute discretion, deem necessary and advisable, (C) the obtaining of any approval or other clearance from any state or federal governmental agency that the Committee Administrator shall, in its absolute discretion, determine to be necessary or advisable and (D) the lapse of any such reasonable period of time following the date the Restrictions lapse as the Committee Administrator may from time to time establish for reasons of administrative convenience.

Appears in 1 contract

Samples: Restricted Stock Purchase Agreement (Kyphon Inc)

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Tax Withholding; Conditions to Issuance of Certificates. Notwithstanding any other provision of this Agreement (including without limitation Section 2.1(b)): (i) Notwithstanding Section 2(b), No Shares shall be recorded in the name of the Participant in the books and records of the Company’s transfer agent and no such new certificate shall be delivered to the Participant or his legal representative unless and until the Participant or his legal representative shall have paid to the Company or the Employer the full amount of all federal and state withholding or other taxes applicable to the taxable income of Participant resulting from the grant of Restricted Stock Shares or the lapse or removal of the Restrictions. (ii) Notwithstanding Section 2(b), the The Company shall not be required to record any Shares in the name of the Participant in the books and records of the Company’s transfer agent, and neither the Company nor the Employer shall be required to issue or deliver any certificate or certificates for any Shares prior to the fulfillment of all of the following conditions: (A) the admission of the Shares to listing on all stock exchanges on which such Common Stock the Company’s common stock is then listed, (B) the completion of any registration or other qualification of the Shares under any state or federal law or under rulings or regulations of the SEC Securities and Exchange Commission or other governmental regulatory body, which the Committee shall, in its sole and absolute discretion, deem necessary and advisable, (C) the obtaining of any approval or other clearance from any state or federal governmental agency that the Committee shall, in its absolute discretion, determine to be necessary or advisable and (D) the lapse of any such reasonable period of time following the date the Restrictions lapse as the Committee may from time to time establish for reasons of administrative convenience.

Appears in 1 contract

Samples: Restricted Stock Award Agreement (Kilroy Realty Corp)

Tax Withholding; Conditions to Issuance of Certificates. Notwithstanding any other provision of this Agreement (i) Notwithstanding including without limitation Section 2(b2.1(b), no such ): No new certificate shall be delivered to the Participant or his legal representative unless and until the Participant or his legal representative shall have paid to the Company the full amount of all federal and state withholding or other taxes applicable to the taxable income of Participant resulting from the grant of Restricted Stock Shares or the lapse or removal of the Restrictions. (ii) Notwithstanding Section 2(b), the restrictions. The Company shall not be required to issue or deliver any certificate or certificates for any Shares prior to the fulfillment of all of the following conditions: (A) the admission of the Shares to listing on all stock exchanges on which such Common Stock is then listed, (B) the completion of any registration or other qualification of the Shares under any state or federal law or under rulings or regulations of the SEC Securities and Exchange Commission or other governmental regulatory body, which the Committee Administrator shall, in its sole and absolute discretion, deem necessary and advisable, (C) the obtaining of any approval or other clearance from any state or federal governmental agency that the Committee Administrator shall, in its absolute discretion, determine to be necessary or advisable and (D) the lapse of any such reasonable period of time following the date the Restrictions lapse as the Committee Administrator may from time to time establish for reasons of administrative convenience.

Appears in 1 contract

Samples: Restricted Stock Award Agreement (Pharmacyclics Inc)

Tax Withholding; Conditions to Issuance of Certificates. Notwithstanding any other provision of this Agreement (including without limitation Section 2.1(b)): (i) Notwithstanding Section 2(b), no such No new certificate shall be delivered to the Participant or his legal representative unless and until the Participant or his legal representative shall have paid to the Company the full amount of all federal and state withholding or other taxes applicable to the taxable income of Participant resulting from the grant of Restricted Stock Shares or the lapse or removal of the Restrictionsrestrictions. (ii) Notwithstanding Section 2(b), the The Company shall not be required to issue or deliver any certificate or certificates for any Shares prior to the fulfillment of all of the following conditions: (A) the admission of the Shares to listing on all stock exchanges on which such Common Stock is then listed, (B) the completion of any registration or other qualification of the Shares under any state or federal law or under rulings or regulations of the SEC Securities and Exchange Commission or other governmental regulatory body, which the Committee Administrator shall, in its sole and absolute discretion, deem necessary and advisable, (C) the obtaining of any approval or other clearance from any state or federal governmental agency that the Committee Administrator shall, in its absolute discretion, determine to be necessary or advisable and (D) the lapse of any such reasonable period of time following the date the Restrictions lapse as the Committee Administrator may from time to time establish for reasons of administrative convenience.

Appears in 1 contract

Samples: Restricted Stock Award Agreement

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