Delivery of Shares Contract Clauses (614)
Grouped Into 27 Collections of Similar Clauses From Business Contracts
This page contains Delivery of Shares clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Delivery of Shares. 8.1 Delivery of Shares. Delivery of shares of Common Stock upon the exercise of this Option will comply with all applicable laws (including the requirements of the Securities Act) and the applicable requirements of any securities exchange or similar entity. 2 9. Change in Control. 9.1 In the event of the Participant's Involuntary Termination of Employment or Involuntary Termination of Service as a Director following a Change in Control, all Options held by the Participant, whether or not exercis
...able at such time, will become fully exercisable, subject to the expiration provisions otherwise applicable to the Option. 9.2 A "Change in Control" will be deemed to have occurred as provided in Section 4.2 of the Plan.
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Delivery of Shares. 8.1 Delivery of Shares. Delivery of shares of Common Stock upon the exercise of this Option will comply with all applicable laws (including the requirements of the Securities Act) and the applicable requirements of any securities exchange or similar entity. 2 9. Change in Control. 9.1 In the event of
the Participant's Involuntary Termination of Employment or Involuntary Termination of Service as a Director following a Change in Control, all Options held by the Participant, whether or not exercis
...able at such time, will become fully exercisable, subject to the expiration provisions otherwise applicable to the Option. 9.2 A "Change in Control" will be deemed to have occurred as provided in Section 4.2 of the Plan.
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Delivery of Shares. 8.1 Delivery of Shares. Delivery of shares of Common Stock upon the exercise of this Option will comply with all applicable laws (including the requirements of the Securities Act) and the applicable requirements of any securities exchange or similar entity. 2
Table of Contents 9. Change in Control. 9.1 In the event of
the Participant's an Involuntary Termination
of Employment at or
Involuntary Termination of Service as a Director following a Change in Control, all
unvested Options held by the
Pa...rticipant, whether or not exercisable at such time, Participant will become fully exercisable, subject to the expiration provisions otherwise applicable to the Option. be forfeited. 9.2 A "Change in Control" will be deemed to have occurred as provided in Section 4.2 of the Plan.
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Delivery of Shares. The Company shall, as soon as practicable upon the vesting of any portion of the Award (but in no event later than March 15 of the year following such vesting) effect delivery of the Shares with respect to such vested portion to the Participant (or, in the event of the Participant's death, to the Designated Beneficiary). No Shares will be issued pursuant to this Award unless and until all legal requirements applicable to the issuance or transfer of such Shares have been complied with to the sati
...sfaction of the Committee.
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Delivery of Shares. The Company shall,
as soon as practicable upon within sixty (60) days following the vesting
date of any portion of
the Award (but in no event later than March 15 of the year following such vesting) this Award, effect delivery of the Shares with respect to such vested portion to the Participant (or, in the event of the Participant's death, to the Designated Beneficiary). No Shares will be issued pursuant to this Award unless and until all legal requirements applicable to the issuance or transfer
...of such Shares have been complied with to the satisfaction of the Committee.
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Delivery of Shares. Notwithstanding anything to the contrary herein, Dealer may, by prior notice to Counterparty, satisfy its obligation to deliver any Shares or other securities on any date due (an "Original Delivery Date") by making separate deliveries of Shares or such securities, as the case may be, at more than one time on or prior to such Original Delivery Date, so long as the aggregate number of Shares and other securities so delivered on or prior to such Original Delivery Date is equal to the number require
...d to be delivered on such Original Delivery Date.
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Delivery of Shares. Notwithstanding anything to the contrary herein, Dealer may, by prior notice to Counterparty, satisfy its obligation to deliver any Shares or other securities on any date due (an "Original Delivery Date") by making separate deliveries of Shares or such securities, as the case may be, at more than one time on or prior to such Original Delivery Date, so long as the aggregate number of Shares and other securities so delivered on or prior to such Original Delivery Date is equal to the number require
...d to be delivered on such Original Delivery Date. Date; provided, however, that such separate deliveries shall have no effect on payment obligations of Counterparty or the timing thereof.
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Delivery of Shares. Notwithstanding anything to the contrary herein, Dealer may, by prior notice to Counterparty, satisfy its obligation to deliver any Shares or other securities on any date due (an "Original Delivery Date") by making separate deliveries of Shares or such securities, as the case may be, at more than one time on or prior to such Original Delivery Date, so long as the aggregate number of Shares and other securities so delivered on or prior to such Original Delivery Date is equal to the number require
...d to be delivered on such Original Delivery Date. For the avoidance of doubt, in no event shall Counterparty be obligated to return any Shares or securities delivered by Dealer pursuant to this provision.
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Delivery of Shares. Notwithstanding anything to the contrary herein, Dealer may, by prior notice to Counterparty, satisfy its obligation to deliver any Shares or other securities on any date due (an "Original Delivery Date") by making separate deliveries of Shares or such securities, as the case may be, at more than one time on or prior to such Original Delivery Date, so long as the aggregate number of Shares and other securities so delivered on or prior to such Original Delivery Date is equal to the number require
...d to be delivered on such Original Delivery Date. For the avoidance of doubt, in no event shall Counterparty be obligated to return any Shares or securities delivered by Dealer pursuant to this provision.
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Delivery of Shares. The Shares will be registered in the name of the Grantee as Restricted Stock and may be held by the Company prior to the lapse of the restrictions thereon as provided in Section 4 hereof (the "Restricted Period"). Any certificate for Shares issued during the Restricted Period shall be registered in the name of the Grantee and shall bear a legend in substantially the following form: THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORF
...EITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN A RESTRICTED STOCK AWARD AGREEMENT DATED ___________ BETWEEN THE REGISTERED OWNER OF THE SHARES REPRESENTED HEREBY AND UDR, INC. RELEASE FROM SUCH TERMS AND CONDITIONS SHALL BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SUCH AGREEMENT, COPIES OF WHICH ARE ON FILE IN THE OFFICE OF UDR, INC. If requested, the Grantee shall deposit with the Company, a stock power, or powers, executed in blank and sufficient to re-convey the Restricted Shares to the Company upon termination of the Grantee's employment during the Restricted Period, in accordance with the provisions of this Agreement. Stock certificates shall be delivered to the Grantee as soon as practicable after the lapse of the restrictions on the Shares, but delivery may be postponed for such period as may be required for the Company with reasonable diligence to comply if deemed advisable by the Company, with registration requirements under the 1933 Act, listing requirements under the rules of any stock exchange, and requirements under any other law or regulation applicable to the issuance or transfer of the Shares.
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Delivery of Shares. The Shares will be registered in the name of the Grantee as Restricted Stock and may be held by the Company prior to the lapse of the restrictions thereon as provided in Section 4 hereof (the "Restricted Period"). Any certificate for Shares issued during the Restricted Period shall be registered in the name of the Grantee and shall bear a legend in substantially the following form: THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORF
...EITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN A RESTRICTED STOCK AWARD AGREEMENT DATED ___________ ___________, 2017 BETWEEN THE REGISTERED OWNER OF THE SHARES REPRESENTED HEREBY AND UDR, INC. RELEASE FROM SUCH TERMS AND CONDITIONS SHALL BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SUCH AGREEMENT, COPIES OF WHICH ARE ON FILE IN THE OFFICE OF UDR, INC. If INC.If requested, the Grantee shall deposit with the Company, a stock power, or powers, executed in blank and sufficient to re-convey the Restricted Shares to the Company upon termination of the Grantee's employment during the Restricted Period, in accordance with the provisions of this Agreement. Stock certificates shall be delivered to the Grantee as soon as practicable after the lapse of the restrictions on the Shares, but delivery may be postponed for such period as may be required for the Company with reasonable diligence to comply if deemed advisable by the Company, with registration requirements under the 1933 Act, listing requirements under the rules of any stock exchange, and requirements under any other law or regulation applicable to the issuance or transfer of the Shares.
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Delivery of Shares. As of the Settlement Date, each RSU awarded to you under this Restricted Stock Unit Award shall be settled by ascribing to you (or in the event of your death, your beneficiary) a share of Common Stock in book entry on the records kept by the Company's transfer agent or such other method of delivering shares of Common Stock subject to this Award, as determined by the Committee.
Delivery of Shares. As of the Settlement Date, each RSU awarded to you under this
Restricted Stock Unit Award
Agreement shall be settled by ascribing to you (or in the event of your death, your beneficiary) a share of Common Stock in book entry on the records kept by the Company's transfer agent or such other method of delivering shares of Common Stock subject to this
Award, Award Agreement, as determined by the Committee.
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Delivery of Shares. The Company shall register and issue a certificate(s) for the Shares you become entitled to receive hereunder in your name or deliver evidence of book entry Shares either (a) as soon as practicable but in no event later than the sixtieth (60th) day after the restrictions described in Section 4(b) lapse as described in Section 5 or (b) if applicable, at the time elected by you to defer settlement. If you would like to defer settlement pursuant to clause (b) of the first sentence of this Section 2
..., then you must complete, execute and return to Michael R. Morrisett, the Company's President, at Mike@EmpirePetroCorp.com the Time of Settlement Election Form attached as Exhibit A hereto (the "Election Form") within thirty (30) days from the Date of Grant or such election will be deemed invalid and any settlement of RSUs will occur pursuant to clause (a) of the first sentence of this Section 2. Any certificates for or book entry representing Shares delivered to you pursuant to this Award Agreement shall be subject to such stop transfer orders and other restrictions as the Administrator may deem necessary or advisable under the Plan and the rules, regulations and other requirements of the U.S. Securities and Exchange Commission, any stock exchange upon which such Shares are then listed, and any applicable foreign, federal or state securities laws.
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Delivery of Shares. The Company shall register and issue a certificate(s) for the Shares you become entitled to receive hereunder in your name or deliver evidence of book entry Shares either (a) as soon as practicable but in no event later than the sixtieth (60th) day after the restrictions described in Section 4(b) lapse as described in Section 5 or (b) if applicable, at the time elected by you to defer settlement. If you would like to defer settlement pursuant to clause (b) of the first sentence of this Section 2
..., then you must complete, execute and return to Michael R. Morrisett, the Company's President, at Mike@EmpirePetroCorp.com the Time of Settlement Election Form attached as Exhibit A hereto (the "Election Form") within thirty (30) days from the Date of Grant or such election will be deemed invalid and any settlement of RSUs will occur pursuant to clause (a) of the first sentence of this Section 2. Any certificates for or book entry representing Shares delivered to you pursuant to this Award Agreement shall be subject to such stop transfer orders and other restrictions as the Administrator may deem necessary or advisable under the Plan and the rules, regulations and other requirements of the U.S. Securities and Exchange Commission, any stock exchange upon which such Shares are then listed, and any applicable foreign, federal or state securities laws. 2 3. Stockholder Rights Prior to Issuance of Shares. Neither you nor any of your beneficiaries shall be deemed to have any voting rights, rights to receive any dividends, dividend equivalents or other rights as a stockholder of the Company with respect to any Shares covered by the RSUs until the date of issuance by the Company of a certificate to you for such Shares or the date of delivery of evidence of book entry Shares.
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Delivery of Shares. Subject to Paragraphs 7, 10 and 13 of this Agreement, your vested MSUs shall be settled solely in a number of whole Shares issued to you on the earliest to occur of the following (the "Settlement Date"): (a) if this is a Section 409A Compliant Award (as defined below), the earlier of the date that is the 3rd business day following the Company's public release of its annual earnings for the Measurement Year or November 15 of the fiscal year immediately following the Measurement Year (the "Final P
...ayment Date"); or (b) if this is not a Section 409A Compliant Award: (i) the Final Payment Date; (ii) in the event of your Termination of Employment prior to a Change in Control and prior to the Final Payment Date, on or within thirty (30) days following the date of a Change in Control occurring following your Termination of Employment; (iii) in the event of your Termination of Employment following a Change in Control but prior to the Final Payment Date, on or within thirty (30) days following the effective date of your Termination of Employment; (iv) to the extent any portion of your MSUs vest upon a Change in Control of the Company pursuant to Section 19 of the Plan or Paragraph 6 below, the Shares issuable upon vesting of such MSUs shall be issued to you on or within thirty (30) days following the date of the Change in Control.
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Delivery of Shares. Subject to Paragraphs
5, 7,
10 8, 11 and
13 14 of this Agreement, your
vested MSUs Vested PSUs shall be settled solely in a number of whole Shares
(which Shares shall be Restricted Stock (as defined below) to the extent provided in Paragraph 7 below) issued to you on the earliest to occur of
the following (the "Settlement Date"): (a)
if this is a Section 409A Compliant Award (as defined below), the earlier of the date that is the 3rd business day following the Company's public release of its ann
...ual earnings for the Measurement Year or November 15 of the fiscal year immediately following the Measurement Year (the "Final Payment Date"); or (b) if this is not a Section 409A Compliant Award: (i) the Final Payment Date; (ii) in the event of your Termination of Employment prior to a Change in Control and prior to the Final Payment Date, on or within thirty (30) days following the date of a Change in Control occurring following your Termination of Employment; (iii) in the event of your Termination of Employment following a Change in Control but prior to the Final Payment Date, on or within thirty (30) days following the effective date of your Termination of Employment; (iv) or (c) to the extent any portion of your MSUs PSUs vest upon a Change in Control of the Company pursuant to Section 19 of the Plan or Paragraph 6 below, 5 above, the Shares issuable upon vesting of such MSUs vested PSUs shall be issued to you on or within thirty (30) days following the date of the Change in Control.
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Delivery of Shares. Unless delivery is deferred pursuant to a deferred compensation arrangement made available by the Company, or for reasons set forth in Section 12, as soon as reasonably practicable following the lapse of the applicable portion of the Period of Restriction, but in no event later than 90 days following the date of such lapse, the Company shall cause to be delivered to the Participant the full number of Shares underlying the Restricted Stock Units as to which such portion of the Period of Restricti
...on has so lapsed, together with Shares comprising all accrued Dividend Equivalents with respect to such Restricted Stock Units, subject to the satisfaction of applicable Tax-Related Items with respect thereto pursuant to Article XVII of the Plan. In the event that the obligation to deliver Shares arises under Sections 4(b), (c), (d) or (e) and the period within which to satisfy the condition to sign a separation agreement commences in one calendar year and ends in the next calendar year, the Shares shall be delivered in the next calendar year. Restricted Stock Units may only be settled by delivery of Shares and not by any cash payment. No fractional Share will be issued pursuant to an award granted hereunder. The number of Shares issuable upon the settlement of the Restricted Stock Units will be rounded down to the nearest whole number of Shares. No payment or other adjustment will be made with respect to the fractional shares so disregarded. Notwithstanding the foregoing, if the Participant is a "specified employee" (as such term is defined in Section 409A(a)(2)(B)(i) of the Code) and if necessary to avoid the imposition of taxes on the Participant pursuant to Section 409A of the Code, such delivery of Shares shall be delayed until the earlier of the date which is six months from the date of such Participant's Termination for any reason other than death, or the date of the Participant's death.
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Delivery of Shares. Unless delivery is deferred
pursuant to a deferred compensation arrangement made available by the Company, or for reasons set forth in Section
12, 11, as soon as reasonably practicable following the lapse of the applicable portion of the Period of Restriction, but in no event later than 90 days following the date of such lapse, the Company shall cause to be delivered to the Participant the full number of Shares underlying the Restricted Stock Units as to which such portion of the Period of Restr
...iction has so lapsed, together with Shares comprising all accrued Dividend Equivalents with respect to such Restricted Stock Units, subject to the satisfaction of applicable Tax-Related Items with respect thereto pursuant to Article XVII of the Plan. In the event that the obligation to deliver Shares arises under Sections 4(b), (c), (d) or (e) and the period within which to satisfy the condition to sign a separation agreement commences in one calendar year and ends in the next calendar year, the Shares shall be delivered in the next calendar year. Restricted Stock Units may only be settled by delivery of Shares and not by any cash payment. No fractional Share will be issued pursuant to an award granted hereunder. The number of Shares issuable upon the settlement of the Restricted Stock Units will be rounded down to the nearest whole number of Shares. No payment or other adjustment will be made with respect to the fractional shares so disregarded. Notwithstanding the foregoing, if the Participant is a "specified employee" (as such term is defined in Section 409A(a)(2)(B)(i) of the Code) and if necessary to avoid the imposition of taxes on the Participant pursuant to Section 409A of the Code, such delivery of Shares shall be delayed until the earlier of the date which is six months from the date of such Participant's Termination for any reason other than death, or the date of the Participant's death.
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Delivery of Shares. As soon as administratively practicable following the vesting of PRSUs pursuant to Section 3, but in no event later than 60 days after such vesting date, the Company shall deliver to the Participant a number of shares of Common Stock equal to the number of vested PRSUs. All shares of Common Stock issued hereunder shall be delivered either by delivering one or more certificates for such shares to the Participant or by entering such shares in book entry form, as determined by the Committee in its
...sole discretion. The value of the shares of Common Stock shall not bear any interest owing to the passage of time. Neither this Section 4 nor any action taken pursuant to or in accordance with this Agreement shall be construed to create a trust or a funded or secured obligation of any kind.
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Delivery of Shares. As soon as administratively practicable following the vesting of
PRSUs RSUs pursuant to Section 3, but in no event later than 60 days after such vesting date, the Company shall deliver to the Participant a number of shares of Common Stock equal to the number of vested
PRSUs. RSUs. All shares of Common Stock issued hereunder shall be delivered either by delivering one or more certificates for such shares to the Participant or by entering such shares in book entry form, as determined by the Commit
...tee in its sole discretion. The value of the shares of Common Stock shall not bear any interest owing to the passage of time. Neither this Section 4 nor any action taken pursuant to or in accordance with this Agreement shall be construed to create a trust or a funded or secured obligation of any kind. [Notwithstanding the preceding provisions of this Section 4, the Participant may elect to defer the delivery of the Shares in settlement of the RSUs pursuant to the Restricted Stock Unit Deferral Election Form attached hereto as Exhibit A. Any such deferral election shall be made in compliance with such rules and procedures as the Committee prescribes from time to time.]
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Delivery of Shares. Subject to the terms and conditions of this Agreement and the Plan, Shares shall be issuable to the Grantee as soon as administratively practicable following the date the Grantee (a) exercises the Stock Option in accordance with Section 4 hereof, (b) makes full payment to the Company of the Exercise Price and (c) makes arrangements satisfactory to the Company (or any Subsidiary, if applicable) for the payment of any required withholding taxes related to the exercise of the Stock Option. The Gran
...tee shall not possess any incidents of ownership (including, without limitation, dividend or voting rights) in the Shares until such Shares have been issued to the Grantee in accordance with this Section 6.
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Delivery of Shares. Subject to the terms and conditions of this
Agreement and the Plan, Agreement, Shares shall be issuable to the Grantee as soon as administratively practicable following the date the Grantee (a) exercises the Stock Option in accordance with Section
4 3 hereof, (b) makes full payment to the Company
or its designee of the Exercise Price and (c) makes arrangements satisfactory to the Company (or any Subsidiary, if applicable) for the payment of any required withholding taxes related to the exercise
...of the Stock Option. The Grantee shall not possess any incidents of ownership (including, without limitation, dividend or voting rights) in the Shares until such Shares have been issued to the Grantee in accordance with this Section 6.
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