Compliance with Applicable Law Contract Clauses (297)

Compliance with Applicable Law. Awards under the Plan (including without limitation the granting of such awards) will be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. -8- PARTICIPANT ACKNOWLEDGEMENT FORM You have been designated as a Participant who may be eligible to participate in the Employee Incentive Compensation Plan ("Plan"), subject to meeting the terms of the Plan and this Acknowledgment Form. You must sign... and return this Acknowledgment Form to become an eligible Participant in the Plan. Relevant details in relation to your participation in the Plan are set out in the Plan. By signing below, you acknowledge and agree that you received a copy of the Plan and have read and understand its terms. You acknowledge that you have not relied upon any representations or statements made by the Company or any of its affiliates which are not specifically set out in the Plan. You understand that the Plan, your participation in the Plan and any awards made under the Plan are discretionary and that the Company may amend, suspend, replace or terminate the Plan at any time and for any reason, in its sole discretion in accordance with the terms of the Plan to the full extent permitted under applicable law. Name: Signature: Date: -9- EX-10.6 10 d129231dex106.htm EX-10.6 EX-10.6 Exhibit 10.6 ARCELLX, INC. EMPLOYEE INCENTIVE COMPENSATION PLAN 1. Purposes of the Plan. The Plan is intended to increase stockholder value and the success of the Company by motivating Employees to (a) perform to the best of their abilities and (b) achieve the Company's objectives. View More

Compliance with Applicable Law. (a) Notwithstanding any other provision of this Agreement or the Plan, Shares will not be issued upon RSU vesting unless the Shares issuable are registered under the Securities Act or, if such Shares are not then so registered, the Company has determined that such issuance would be exempt from the registration requirements of the Securities Act. The RSUs and the issuance of any Shares thereunder also must comply with all other Applicable Law and regulations governing the RSUs and the Shares issu...able thereunder, including any U.S. and non-U.S. state, federal, and local Applicable Law, and you will not receive Shares if the Company determines that such receipt would not be in material compliance with such Applicable Law. (b) Notwithstanding any other provision of this Agreement, the RSU Notice or the Plan, no Share will be allotted or issued pursuant to the grant, vesting or settlement of an Award, unless such Share is fully paid-up in cash on issuance to at least its nominal value and in a manner which does not contravene section 82 (financial assistance for acquisition of shares) or any other provision of the Companies Act, and all Awards will be deemed to incorporate such a term. (c) The Company is under no obligation to register or qualify the Shares with the U.S. Securities and Exchange Commission or any state or foreign securities commission (or maintain any such registration or qualification if made) or to seek approval or clearance from any governmental authority for the issuance or sale of the Shares. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company's legal counsel to be necessary to the lawful issuance and sale of any Shares will relieve the Company of any liability in respect of the failure to issue or sell the Shares as to which such requisite authority is not obtained. 3 Further, you agree that the Company will have unilateral authority to amend the Plan and this Agreement without your consent to the extent necessary to comply with securities or other laws applicable to the issuance of the Shares. (d) You agree that you will not sell or distribute all or any part of the Shares that you may receive pursuant to the settlement of vested RSUs unless such sale complies with all Applicable Law, including, but not limited to, U.S. and non-U.S. securities, exchange control, insider trading and market abuse laws. Any such sale also must comply with the Company's insider trading policy. View More

Compliance with Applicable Law. The Restricted Stock Unit Award is subject to the condition that if the listing, registration or qualification of the shares of Common Stock to be issued upon the vesting of the Award upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary as a condition of, or in connection with, the settlement of the Restricted Stock Units and delivery of shares hereunder, the Restricted Stock Units subject to the Award ...shall be settled in cash equal to the Fair Market Value of the number of shares of Common Stock otherwise deliverable in respect of the Restricted Stock Units then vesting. The Company agrees to use reasonable efforts to effect or obtain any such listing, registration, qualification, consent or approval. View More

Compliance with Applicable Law. The issuance of shares of Stock or other property under the Plan shall be subject to compliance with all applicable requirements of federal, state and foreign securities law and other applicable laws, rules and regulations, and approvals by government agencies as may be required or as the Company deems necessary or advisable. A Purchase Right may not be exercised if the issuance of shares upon such exercise would constitute a violation of any applicable federal, state or foreign securities laws ...or other law or regulations or the requirements of any securities exchange or market system upon which the Stock may then be listed. In addition, no Purchase Right may be exercised unless (a) a registration statement under the Securities Act shall at the time of exercise of the Purchase Right be in effect with respect to the shares issuable upon exercise of the Purchase Right, or (b) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Purchase Right may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company's legal counsel to be necessary to the lawful issuance and sale of any shares under the Plan shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to the exercise of a Purchase Right, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation, and to make any representation or warranty with respect thereto as may be requested by the Company. View More