XXXXXAS xx xxcordance xxxx Xxxx 00x-1(k) xxder the Securities Exchange Act of 1934 (the "Act"), only one statement containing the information required by Schedule 13G and any amendments thereto need be filed whenever two or more persons are required to file such a statement or any amendments thereto with respect to the same securities, provided that said persons agree in writing that such statement or any amendment thereto is filed on behalf of them.
Xxxxxxx Xxxxxxx/Market Abuse Laws You acknowledge that, depending on your country or broker’s country, or the country in which Common Stock is listed, you may be subject to xxxxxxx xxxxxxx restrictions and/or market abuse laws in applicable jurisdictions, which may affect your ability to accept, acquire, sell or attempt to sell, or otherwise dispose of the shares of Common Stock, rights to shares of Common Stock (e.g., RSUs) or rights linked to the value of Common Stock, during such times as you are considered to have “inside information” regarding the Company (as defined by the laws or regulations in applicable jurisdictions, including the United States and your country). Local xxxxxxx xxxxxxx laws and regulations may prohibit the cancellation or amendment of orders you placed before possessing inside information. Furthermore, you may be prohibited from (i) disclosing insider information to any third party, including fellow employees and (ii) “tipping” third parties or causing them to otherwise buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company xxxxxxx xxxxxxx policy. You acknowledge that it is your responsibility to comply with any applicable restrictions, and you should speak to your personal advisor on this matter.
Xxxxxx, Esq Anyone to whom a notice may be given under this Agreement may designate a new address by notice to that effect given to the other party in accordance with this subsection (b). Each such notice shall be deemed given upon the receipt thereof when delivered in person and on the second business day after the mailing when sent by mail as aforesaid.
(c) You understand that, upon exercise of this Option, you may recognize income for tax purposes in an amount equal to the excess of the then fair market value of the Shares purchased over the Option Price for such Shares. Your employer may withhold tax from your current compensation with respect to such income or any other income which it deems you to have received in connection therewith; to the extent that your then current compensation is insufficient to satisfy the withholding tax liability, you will be required to make a cash payment to cover such liability as a condition of exercise of this Option.
(d) If this Option shall be mutilated, lost, stolen or destroyed, the Company shall issue in exchange and substitution for and upon cancellation of the mutilated Option, or in lieu of and in substitution for the Option lost, stolen or destroyed, a new Option of like tenor and denomination, but only upon receipt of evidence satisfactory to the Company of such loss, theft or destruction of such Option and such indemnity and, if requested by the Company, such bond, as shall in each case be satisfactory to the Company. You must also comply with such other reasonable requirements and pay such other reasonable charges as the Company may prescribe in connection with such issuance.
(e) This Option shall be governed and construed in accordance with the substantive laws of the State of New York applicable to contracts executed, delivered and to be fully performed in the State of New York, without giving effect to contrary provisions regarding conflict of laws.
(f) This Agreement shall inure to the benefit of and shall be binding upon your heirs, executors, administrators and legal representatives, and shall inure to the benefit of and be binding upon the Company and its successors and assigns. You may not assign, transfer, pledge, encumber, hypothecate or otherwise dispose of this Agreement, or any of your rights hereunder except if and to the extent expressly permitted by Section 8 of this Agreement, and any such attempted prohibited delegation or disposition shall be null and void and without effect.
(g) This Agreement constitutes the complete understanding between the parties with respect to the subject matter hereof, and no statement, representation, warranty or covenant has been made by either party with respect thereto except as expressly set forth herein. This Agreement shall not be altered, modified, amended or terminated except by written instrument signed by each of the parties hereto.
(h) This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.
(i) The section headings contained herein are for the purposes of convenience only, are not intended to define or limit the contents of said sections and are not part of this Agreement.
(j) By signing below, you hereby accept this Option subject to all of the terms and provisions hereof and acknowledge all of the representations, warranties and agreements set forth above. This Option shall not be effective until you have signed this Option and delivered it to the Company.
Xxxxx, Esq Sher & Xxxxxxxxx LLP; 0000 X Xxxxxx, XX.; Xxxxx 000; Xxxxxxxxxx, XX 00000.
XXXXEAS Employer is engaged in the telephone and telecommunication installation and service, and manufacture sale and installation of highway signs and traffic control products.
Xxxxxxx, Esq If to the Executive, to him at the offices of the Company with a copy to him at his home address, set forth in the records of the Company. Any person named above may designate another address or fax number by giving notice in accordance with this Section to the other persons named above.
Xxxxxx Act Any provisions required to be contained in this Agreement by Section 126 and/or Section 130-k or Article 4-A of the New York Real Property Law are hereby incorporated herein, and such provisions shall be in addition to those conferred or imposed by this Agreement; provided, however, that to the extent that such Section 126 and/or 130-k shall not have any effect, and if said Section 126 and/or Section 130-k should at any time be repealed or cease to apply to this Agreement or be construed by judicial decision to be inapplicable, said Section 126 and/or Section 130-k shall cease to have any further effect upon the provisions of this Agreement. In a case of a conflict between the provisions of this Agreement and any mandatory provisions of Article 4-A of the New York Real Property Law, such mandatory provisions of said Article 4-A shall prevail, provided that if said Article 4-A shall not apply to this Agreement, should at any time be repealed, or cease to apply to this Agreement or be construed by judicial decision to be inapplicable, such mandatory provisions of such Article 4-A shall cease to have any further effect upon the provisions of this Agreement.
Xxxxxx X Xxxxxxxx ----------------------------- Xxxxxx X. Xxxxxxxx
Xxxxx-Xxxxx Act Xxxxx-Xxxxx Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non- Federal entities must include a provision for compliance with the Xxxxx-Xxxxx Act (40 U.S.C. 3141- 3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Xxxxxxxx “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or Subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency.
Xxxxxxxx-Xxxxx Act There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.
