Grouped Into 36 Collections of Similar Clauses From Business Contracts
This page contains Issuance of Shares clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Issuance of Shares. Pursuant to the terms and conditions of this Agreement, the Exchange Shares shall be delivered to Lender on or before , 2019 and the Note Exchange shall occur with Lender surrendering the Partitioned Note to Borrower on the Free Trading Date (as defined below). On the Free Trading Date, the Partitioned Note shall be cancelled and all obligations of Borrower under the Partitioned Note shall be deemed fulfilled. All Exchange Shares delivered hereunder shall be delivered via DWAC to Lender's design...ated brokerage account. Borrower agrees to provide all necessary cooperation or assistance that may be required to cause all Exchange Shares delivered hereunder to become Free Trading (the first date such occurs, the "Free Trading Date"). For purposes hereof, the term "Free Trading" means that (a) the Exchange Shares have been cleared and approved for public resale by the compliance departments of Lender's brokerage firm and the clearing firm servicing such brokerage, and (b) such shares are held in the name of the clearing firm servicing Lender's brokerage firm and have been deposited into such clearing firm's account for the benefit of Lender.View More
Issuance of Shares. Pursuant to the terms and conditions of this Agreement, the Exchange Shares shall may not be delivered issued under any circumstances if the issuance of the Exchange Shares would cause Lender to Lender beneficially own a number of shares of Common Stock exceeding 9.99% of the number of shares of Common Stock outstanding on or before , 2019 and the issuance date (the "Maximum Percentage"). The Note Exchange shall occur with Lender surrendering the Partitioned Note to Borrower on the Free Trading ...Date (as defined below). On the Free Trading Date, the Partitioned Note shall be cancelled and all obligations of Borrower under the Partitioned Note shall be deemed fulfilled. Upon receipt of written confirmation from Lender that the issuance of the Exchange Shares (or any portion thereof designated be Lender) will not cause Lender's ownership of the Common Stock to exceed the Maximum Percentage, Borrower shall be obligated to deliver to Lender the number of Exchange Shares requested by Lender within two (2) business days of receipt of the applicable notice. All Exchange Shares delivered hereunder shall be delivered via DWAC to Lender's designated brokerage account. Borrower agrees to provide all necessary cooperation or assistance that may be required to cause all Exchange Shares delivered hereunder to become Free Trading (the first date such occurs, on which all Exchange Shares become Free Trading, the "Free Trading Date"). For purposes hereof, the term "Free Trading" means that (a) the Exchange Shares have been cleared and approved for public resale by the compliance departments of Lender's brokerage firm and the clearing firm servicing such brokerage, and (b) such shares are held in the name of the clearing firm servicing Lender's brokerage firm and have been deposited into such clearing firm's account for the benefit of Lender. By written notice to Borrower, Lender may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns of Lender. View More
Issuance of Shares. Pursuant to the terms and conditions of this Agreement, the Exchange Shares shall be delivered to Lender on or before , 2019 January 29, 2020 and the Note Exchange shall occur with Lender surrendering the Partitioned Note to Borrower on the Free Trading Date (as defined below). On the Free Trading Date, the Partitioned Note shall be cancelled and all obligations of Borrower under the Partitioned Note shall be deemed fulfilled. fulfilled and Lender shall thereby release, waive, discharge and reli...nquish any and all rights, claims, demands, contentions and causes of action of every kind, nature, character and description whatsoever, whether known or unknown, suspected or unsuspected, apparent or concealed, fixed or contingent, arising from the Partitioned Note. All Exchange Shares delivered hereunder shall be delivered via DWAC to Lender's designated brokerage account. Borrower agrees to provide all necessary cooperation or assistance that may be required to cause all Exchange Shares delivered hereunder to become Free Trading (the first date such occurs, on which all Exchange Shares become Free Trading, the "Free Trading Date"). For purposes hereof, the term "Free Trading" means that (a) the Exchange Shares have been cleared and approved for public resale by the compliance departments of Lender's brokerage firm and the clearing firm servicing such brokerage, and (b) such shares are held in the name of the clearing firm servicing Lender's brokerage firm and have been deposited into such clearing firm's account for the benefit of Lender. View More
Issuance of Shares. (a)The issuance of any shares of Common Stock in respect of this Award is (i) subject to satisfaction of the tax withholding obligations set forth in Section 10 and (ii) intended to comply with Treasury Regulations Section 1.409A-1(b)(4) and will be construed and administered in such a manner. The form of such issuance (e.g., a stock certificate or electronic entry evidencing such shares) will be determined by the Company. (b)In the event one or more Restricted Stock Units subject to this Award ...vests, the Company will issue to you, on the applicable vesting date, one (1) share of Common Stock for each Restricted Stock Unit that vests on such date (and for purposes of this Agreement, such issuance date is referred to as the "Original Issuance Date"); provided, however, that if the Original Issuance Date falls on a date that is not a business day, such shares will instead be issued to you on the next following business day. (c)Notwithstanding the foregoing, if: (i)this Award is otherwise subject to Withholding Taxes (as described in Section 10) on the Original Issuance Date, (ii) the Original Issuance Date does not occur (x) during an "open window period" applicable to you, as determined by the Company in accordance with the Company's then-effective policy on trading in Company securities, or (y) on a date when you are otherwise permitted to sell shares of Common Stock on an established stock exchange or stock market, and 2. (iii)the Company elects, prior to the Original Issuance Date, (x) not to satisfy such Withholding Taxes by withholding shares of Common Stock from the shares of Common Stock otherwise due, on the Original Issuance Date, to you under this Award, (y) not to permit you to enter into a "same day sale" commitment with a broker-dealer pursuant to Section 10 (including, but not limited to, under a previously established 10b5-1 trading plan entered into in compliance with the Company's policies), and (z) not to permit you to pay such Withholding Taxes in cash, then the shares that would otherwise be issued to you on the Original Issuance Date will not be issued to you on the Original Issuance Date and will instead be issued to you on the first business day when you are not prohibited from selling shares of Common Stock on an established stock exchange or stock market, but in no event later than December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of your taxable year in which the Original Issuance Date occurs), or, if permitted in a manner that complies with Treasury Regulations Section 1.409A-1(b)(4), no later than the date that is the 15th day of the third calendar month of the year following the year in which the shares of Common Stock in respect of this Award are no longer subject to a "substantial risk of forfeiture" within the meaning of Treasury Regulations Section 1.409A-1(d).View More
Issuance of Shares. (a)The issuance (a)Issuance of any shares of Common Stock in respect of under this Award is (i) subject to satisfaction of the tax withholding obligations set forth in Section 10 and (ii) intended to comply with U.S. Treasury Regulations Regulation Section 1.409A-1(b)(4) and will shall be construed and administered in such a manner. The form manner.1. (b)Subject to the satisfaction of such issuance (e.g., a stock certificate or electronic entry evidencing such shares) will be determined by the C...ompany. (b)In withholding obligations set forth in Section 12 of this Agreement, in the event one or more Restricted Stock Units subject to this Award vests, the Company will shall issue to you, on the applicable vesting date, you one (1) share of Common Stock for each Restricted Stock Unit that vests on such date (and for purposes of this Agreement, such the applicable vesting date(s). The issuance date determined by this paragraph is referred to as the "Original Issuance Date"); provided, however, that if Date". If the Original Issuance Date falls on a date that is not a business day, such shares will delivery shall instead be issued to you occur on the next following business day. (c)Notwithstanding the foregoing, if: (i)this Award is otherwise subject to Withholding Taxes (as described in Section 10) on the Original Issuance Date, (ii) if (i) the Original Issuance Date does not occur (x) (1) during an "open window period" applicable to you, as determined by the Company in accordance with the Company's then-effective policy on trading in Company securities, or (y) (2) on a date when you are otherwise permitted to sell shares of Common Stock on an established stock exchange or stock market, and 2. (iii)the (ii) the Company elects, prior to the Original Issuance Date, (x) (1) not to satisfy such Withholding Taxes the tax withholding obligations described in Section 12 by withholding shares of Common Stock from the shares of Common Stock otherwise due, on the Original Issuance Date, to you under this Award, (y) and (2) not to permit you to enter into a "same day sale" commitment with a broker-dealer pursuant to Section 10 (including, 12 of this Agreement (including but not limited to, to a commitment under a previously established Company-approved 10b5-1 trading plan entered into in compliance with the Company's policies), and (z) not to permit you to pay plan), then such Withholding Taxes in cash, then the shares that would otherwise be issued to you on the Original Issuance Date will shall not be issued to you delivered on the such Original Issuance Date and will shall instead be issued to you delivered on the first business day of the next occurring open window period applicable to you or the next business day when you are not prohibited from selling shares of the Company's Common Stock on an established stock exchange or stock in the open public market, but in no event later than December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of your taxable year in which the Original Issuance Date occurs), or, if permitted in a manner that complies with Treasury Regulations Regulation Section 1.409A-1(b)(4), in no event later than the date that is the 15th day of the third calendar month of the year following the year in which the shares of Common Stock in respect of under this Award are no longer subject to a "substantial risk of forfeiture" within the meaning of Treasury Regulations Regulation Section 1.409A-1(d). (d)Any shares of Common Stock issued to you may be in electronic form, at the election of the Company.6.Dividends. You shall receive no benefit or adjustment to your Award with respect to any cash dividend, stock dividend or other distribution that does not result from a Capitalization Adjustment; provided, however, that this sentence shall not apply with respect to any shares of Common Stock that are delivered to you in connection with your Award after such shares have been delivered to you. View More
Issuance of Shares. (a)The (a) The issuance of any shares of Common Stock in respect of this Award is (i) subject to satisfaction of the tax withholding obligations set forth in Section 10 9 and (ii) intended to comply with Treasury Regulations Section 1.409A-1(b)(4) and will be construed and administered in such a manner. The form of such issuance (e.g., a stock certificate or electronic entry evidencing such shares) will be determined by the Company. (b)In (b) In the event one or more Restricted Stock Units RSUs ...subject to this Award vests, the Company will issue to you, the Participant, on the applicable vesting date, one (1) share of Common Stock for each Restricted Stock Unit RSU that vests on such date (and for purposes of this Agreement, such issuance date is referred to as the "Original Issuance Date"); provided, however, that if the Original Issuance Date falls on a date that is not a business day, such shares will instead be issued to you the Participant on the next following business day. (c)Notwithstanding (c) Notwithstanding the foregoing, if: (i)this (i) this Award is otherwise subject to Withholding Taxes withholding taxes (as described in Section 10) 9) on the Original Issuance Date, (ii) the Original Issuance Date does not occur (x) during an "open window period" applicable to you, the Participant, as determined by the Company in accordance with the Company's then-effective policy on trading in Company securities, or (y) on a date when you are the Participant is otherwise permitted to sell shares of Common Stock on an established stock exchange or stock market, and 2. (iii)the (iii) the Company elects, prior to the Original Issuance Date, (x) not to satisfy such Withholding Taxes withholding taxes by withholding shares of Common Stock from the shares of Common Stock otherwise due, on the Original Issuance Date, to you the Participant under this Award, (y) not to permit you the Participant to enter into a "same day sale" commitment with a broker-dealer pursuant to Section 10 9 (including, but not limited to, under a previously established 10b5-1 trading plan entered into in compliance with the Company's policies), and (z) not to permit you the Participant to pay such Withholding Taxes withholding taxes in cash, then the shares that would otherwise be issued to you the Participant on the Original Issuance Date will not be issued to you the Participant on the Original Issuance Date and will instead be issued to you the Participant on the first business day when you are the Participant is not prohibited from selling shares of Common Stock on an established stock exchange or stock market, but in no event later than December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of your the Participant's taxable year in which the Original Issuance Date occurs), or, if permitted in a manner that complies with Treasury Regulations Section 1.409A-1(b)(4), no later than the date that is the 15th day of the third calendar month of the year following the year in which the shares of Common Stock in respect of this Award are no longer subject to a "substantial risk of forfeiture" within the meaning of Treasury Regulations Section 1.409A-1(d). 3 4. Prohibitions on Transfer and Sale. This Award (including any additional RSUs received by the Participant as a result of stock dividends, stock splits or any other similar transaction affecting the Company's securities without receipt of consideration) shall not be transferable by the Participant otherwise than (i) by will or by the laws of descent and distribution, or (ii) pursuant to a qualified domestic relations order as defined by the Internal Revenue Code or Title I of the Employee Retirement Income Security Act or the rules thereunder. Except as provided in the previous sentence, the shares of Common Stock to be issued pursuant to this Agreement shall be issued, during the Participant's lifetime, only to the Participant (or, in the event of legal incapacity or incompetence, to the Participant's guardian or representative). This Award shall not be assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of this Award or of any rights granted hereunder contrary to the provisions of this Section 4, or the levy of any attachment or similar process upon this Award shall be null and void. View More
Issuance of Shares. (a)The issuance (a)Issuance of any shares of Common Stock in respect of under this Award is (i) subject to satisfaction of the tax withholding obligations set forth in Section 10 and (ii) intended to comply with U.S. Treasury Regulations Regulation Section 1.409A-1(b)(4) and will shall be construed and administered in such a manner. The form (b)Subject to the satisfaction of such issuance (e.g., a stock certificate or electronic entry evidencing such shares) will be determined by the Company. (b...)In withholding obligations set forth in Section 11 of this Agreement, in the event one or more Restricted Stock Units subject to this Award vests, the Company will shall issue to you, on the applicable vesting date, you one (1) share of Common Stock for each Restricted Stock Unit that vests on such date (and for purposes of this Agreement, such the applicable vesting date(s). The issuance date determined by this paragraph is referred to as the "Original Issuance Date"); provided, however, that if Date". If the Original Issuance Date falls on a date that is not a business day, such shares will delivery shall instead be issued to you occur on the next following business day. (c)Notwithstanding the foregoing, if: (i)this Award is otherwise subject to Withholding Taxes (as described in Section 10) on the Original Issuance Date, (ii) if (i) the Original Issuance Date does not occur (x) (1) during an "open window period" applicable to you, as determined by the Company in accordance with the Company's then-effective policy on trading in Company securities, or (y) (2) on a date when you are otherwise permitted to sell shares of Common Stock on an established stock exchange or stock market, and 2. (iii)the (ii) the Company elects, prior to the Original Issuance Date, (x) (1) not to satisfy such Withholding Taxes the tax withholding obligations described in Section 11 by withholding shares of Common Stock from the shares of Common Stock otherwise due, on the Original Issuance Date, to you under this Award, (y) and (2) not to permit you to enter into a "same day sale" commitment with a broker-dealer pursuant to Section 10 (including, 11 of this Agreement (including but not limited to, to a commitment under a previously established 10b5-1 trading plan entered into in compliance with the Company's policies), plan) and (z) (3) not to permit you to pay such Withholding Taxes in cash, then satisfy the shares that would withholding obligations using cash or from compensation otherwise be issued payable to you on by the Original Issuance Date will Company, then such shares shall not be issued to you delivered on the such Original Issuance Date and will shall instead be issued to you delivered on the first business day when you are not prohibited from selling shares of the Company's Common Stock on an established stock exchange or stock in the open public market, but in no event later than December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of your taxable year in which the Original Issuance Date occurs), or, if permitted in a manner that complies with Treasury Regulations Regulation Section 1.409A-1(b)(4), in no event later than the date that is the 15th day of the third calendar month of the year following the year in which the shares of Common Stock in respect of under this Award are no longer subject to a "substantial risk of forfeiture" within the meaning of Treasury Regulations Regulation Section 1.409A-1(d). (d)Any shares of Common Stock issued to you may be in electronic form, at the election of the Company. View More
Issuance of Shares. Upon the expiration or termination of the Restricted Period and payment by the Participant of any applicable taxes pursuant to Section 14 of this Agreement, the Corporation shall, as soon as reasonably practicable (and in any event within 75 days of the termination or expiration of the Restricted Period), but subject to any delay necessary to comply with Section 12 hereof, issue the Shares to the Participant, free and clear of all restrictions; provided, that if the termination of the Restricted... Period results from a Section 409A Change in Control Event, then notwithstanding the foregoing, the Shares shall be issued within 30 days of the Section 409A Change in Control Event. The Corporation shall not be required to deliver any fractional Shares, but shall pay, in lieu thereof, the fair market value (as defined in the Plan) as of the date the restrictions lapse of such fractional share to the Participant. The Corporation shall pay any costs incurred in connection with issuing the Shares. Upon the issuance of the Shares to the Participant, the Participant's Unit Account shall be eliminated. Notwithstanding the provisions of this Section, in the event of the death of the Participant prior to the issuance of the Shares under this Section 13, the issuance of the Shares and any payment in lieu of fractional Shares shall be made to the Participant's beneficiaries, heirs, executors, administrators or successors in interest as the case may be.View More
Issuance of Shares. Upon the expiration or termination of the Restricted Period and payment by the Participant of any applicable taxes pursuant to Section 14 of this Agreement, the Corporation shall, as soon as reasonably practicable (and in any event within 75 days of the termination or expiration of the Restricted Period), but subject to any delay necessary to comply with Section 12 hereof, issue the Shares to the Participant, free and clear of all restrictions; provided, that if the termination of the Restricted... Period results from a Section 409A Change in Control Event, then notwithstanding the foregoing, the Shares shall be issued within 30 days of the Section 409A Change in Control Event. restrictions. The Corporation shall not be required to deliver any fractional Shares, but shall pay, in lieu thereof, the fair market value (as defined in the Plan) Fair Market Value of such fractional Shares as of the date the restrictions lapse of such fractional share remaining Shares are deemed delivered to the Participant. The Corporation shall pay any costs incurred in connection with issuing the Shares. Upon the issuance of the Shares to the Participant, the Participant's Unit Account shall be eliminated. Notwithstanding the provisions of this Section, in the event of the death of the Participant prior to the issuance of the Shares under this Section 13, the issuance of the Shares and any payment in lieu of fractional Shares shall be made to the Participant's beneficiaries, heirs, executors, administrators or successors in interest as the case may be. Notwithstanding the foregoing, the Corporation may, in its sole discretion, elect to pay cash in lieu of any portion or all of the Shares otherwise deliverable to the Participant hereunder, with such cash amount equal to the Fair Market Value of the corresponding Shares on the relevant deemed payment date. View More
Issuance of Shares. Shares may be issued upon exercise of an Option from authorized but unissued Common Stock, from shares held in the treasury of the Company, or from any other proper source.
Issuance of Shares. Shares may be issued upon exercise of an Option from authorized but unissued Common Stock, Ordinary Shares, from shares held in the treasury of the Company, or from any other proper source.
Issuance of Shares. Shares may be issued upon exercise of an Option from authorized but unissued Common Stock, Shares, from shares Shares held in the treasury of the Company, or from any other proper source.
Issuance of Shares. Shares may be issued upon exercise of an Option from authorized but unissued Common Stock, Shares, from shares held in the treasury of the Company, or from any other proper source.
Issuance of Shares. The Company covenants that (i) the Shares, when issued pursuant to the exercise of this Warrant, will be duly and validly issued, fully paid and nonassessable and free from all taxes, liens, and charges with respect to the issuance thereof, (ii) during the Exercise Period the Company will reserve from its authorized and unissued Common Stock sufficient Shares in order to perform its obligations under this Warrant.
Issuance of Shares. The Company Client covenants that (i) the Shares, when issued pursuant to the exercise of this Warrant, will be duly and validly issued, fully paid and nonassessable and free from all taxes, liens, and charges with respect to the issuance thereof, (ii) during the Exercise Period the Company Client will reserve from its authorized and unissued Common Stock sufficient Shares in order to perform its obligations under this Warrant. warrant.
Issuance of Shares. The Company covenants that that: (i) the Shares, when issued pursuant to the exercise of this Warrant, will be duly and validly issued, fully paid paid, and nonassessable and by free from all taxes, liens, and charges with respect to the issuance thereof, thereof; and (ii) during the Exercise Period Period, the Company will reserve from its authorized and unissued Common Stock sufficient Shares in order necessary to perform its obligations under this Warrant.
Issuance of Shares. The Company covenants that (i) the Shares, when issued pursuant to the exercise of this Warrant, will be duly and validly issued, fully paid and nonassessable and free from all taxes, liens, and charges with respect to the issuance thereof, (ii) during the Exercise Period the Company will reserve from its authorized and unissued Common Stock sufficient Shares in order to perform its obligations under this Warrant. Warrant, and (iii) such Shares will be eligible to be registered under the Securit...ies Act in accordance with the terms of the Registration Rights Agreement, dated as of the date hereof, by and between the Company and the Investor. View More
Issuance of Shares. (a) On each Vesting Date (or upon or following Termination of Employment as provided in Section 8), the Company shall issue to the Participant, whether by means of stock certificates or book entry registration, a number of shares of common stock of the Company ("Common Stock") equal to the number of Restricted Stock Units granted hereunder that have vested as of such date. (b) The Company may require as a condition of the issuance of shares of Common Stock, pursuant to Section 10(a) hereof, that... the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the issuance of such shares. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the applicable Vesting Date, with fractional shares being settled in cash. (c) The Participant will not be deemed for any purpose to be, or have rights as, a stockholder of the Company by virtue of the grant of Restricted Stock Units, until shares of Common Stock are issued in settlement of such Restricted Stock Units pursuant to Section 10(a) hereof. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant will have all of the rights of a stockholder.View More
Issuance of Shares. (a) On each Vesting Date (or upon or following Termination Shares in respect of Employment as provided Phantom Stock Units will be issued to the Participant on the earlier of (i) the time specified in Section 8), 6, above, or (ii) the occurrence of a Change in Control that constitutes a "change in control event" within the meaning of Treas. Reg. § 1.409A-3(i)(5). For avoidance of doubt, Section 15(b)(i)(B) of the Program will not apply to this Agreement. On the applicable date of issuance, the C...ompany shall issue to the Participant, whether by means of stock certificates or book entry registration, a number of shares of common stock of the Company ("Common Stock") equal to the number of Restricted Phantom Stock Units granted hereunder that have vested as of such date. subject this Agreement. (b) The Company may require as a condition of the issuance of shares of Common Stock, pursuant to Section 10(a) 8(a) hereof, that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the issuance of such shares. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the applicable Vesting Date, date of delivery, with fractional shares being settled in cash. (c) The Participant will not be deemed for any purpose to be, or have rights as, a stockholder of the Company by virtue of the grant of Restricted Phantom Stock Units, until shares of Common Stock are issued in settlement of such Restricted Phantom Stock Units pursuant to Section 10(a) 8(a) hereof. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant will have all of the rights of a stockholder. View More
Issuance of Shares. The Company covenants that the Shares, when issued pursuant to the exercise of this Warrant, will be duly and validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof.
Issuance of Shares. The Company covenants that the Shares, when issued pursuant to the exercise of this Warrant, will be duly and validly issued, fully paid fully-paid and non-assessable and free from all taxes, liens liens, and charges with respect to the issuance thereof. thereof (except for any applicable transfer taxes, which shall be paid by the Holder).
Issuance of Shares. The Company covenants that the Shares, when issued pursuant to the exercise of this Warrant, will be duly and validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. nonassessable.
Issuance of Shares. The Company covenants that the Shares, when issued pursuant to the exercise of this Warrant, will be duly and validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. nonassessable.
Issuance of Shares. The Shares are duly authorized and, when issued upon the conversion of the Note or exercise of the Warrant in accordance with their respective terms, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens except those created by the Investor. 4 7. Disclosure; Non-Public Information. Company will timely file a current report on Form 8-K ("Current Report") describing the material terms and conditions of this Agreement, a copy of which has been provided to Invest...or prior to the Effective Date. There is no adverse material information regarding Company that has not been disclosed to Investor prior to the Effective Date. All information that Company has provided to Investor that constitutes or might constitute material, non-public information will be included in the Current Report. Notwithstanding any other provision, except with respect to information that will be, and only to the extent that it actually is, timely publicly disclosed by Company pursuant to the foregoing sentence, neither Company nor any other Person acting on its behalf has provided Investor or its representatives, agents or attorneys with any information that constitutes or might constitute material, non-public information, including without limitation this Agreement and the Exhibits and Disclosure Schedules hereto. No information contained in the Disclosure Schedules constitutes material non-public information. Company understands and confirms that Investor will rely on the foregoing representations and covenants in effecting transactions in securities of Company.View More
Issuance of Shares. The Conversion Shares are duly authorized and, when issued upon the conversion of the Note or exercise of the Warrant in accordance with their respective terms, the D Certificate, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens except those created by Liens. Company has reserved and will continue to reserve from its duly authorized capital stock sufficient shares of its Common Stock for issuance pursuant to the Investor. 4 D Certificate. "Conversion Sha...res" means all shares of Common Stock that are required to be issued upon conversion of the Exchange Shares. 5 7. Disclosure; Non-Public Information. Company will timely file a current report on Form 8-K ("Current Report") by 8:30 am Eastern time on the Trading Day after the Agreement Date describing the material terms and conditions of this Agreement, a copy of which has been will be provided to Investor prior to the Effective Date. There is no adverse material information regarding Company that has not been disclosed to Investor prior to the Effective Date. filing thereof. All information that Company has provided to Investor that constitutes or might constitute material, non-public information will be included in the Current Report. Notwithstanding any other provision, except with respect to for information that will be, and only to the extent that it actually is, timely publicly disclosed by Company pursuant to included in the foregoing sentence, Current Report, (a) neither Company nor any other Person acting on its behalf has provided Investor or its representatives, agents or attorneys with any information that constitutes or might constitute material, non-public information, including without limitation this Agreement and the Exhibits and Disclosure Schedules hereto. No hereto, (b) no information contained in the Disclosure Schedules constitutes material non-public information. information and (c) there is no adverse material information regarding Company that has not been publicly disclosed prior to the Agreement Date. Company understands and confirms that Investor will rely on the foregoing representations and covenants in effecting transactions in securities of Company. All disclosure provided to Investor regarding Company, its business and the transactions contemplated hereby, including without limitation the Disclosure Schedules, furnished by or on behalf of Company with respect to the representations and warranties made herein are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. View More
Issuance of Shares. The Conversion Shares are duly authorized and, when issued upon the conversion of the Note or exercise of the Warrant in accordance with their respective terms, the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens except those created by Liens. Company has reserved and will continue to reserve from its duly authorized capital stock sufficient shares of its Common Stock for issuance pursuant to the Investor. Transaction D...ocuments. 4 7. Disclosure; 7.Disclosure; Non-Public Information. Company will timely file a current report on Form 8-K ("Current Report") after the Effective Date describing the material terms and conditions of this Agreement, a copy of which has been provided to Investor prior to the Effective Date. There is no adverse material information regarding Company that has not been disclosed to Investor Lender prior to the Effective Date. All information that Company has provided to Investor Lender that constitutes or might constitute material, non-public information will be included in the Current Report. Notwithstanding any other provision, except with respect to for information that will be, and only to the extent that it actually is, timely publicly disclosed by Company pursuant to included in the foregoing sentence, Current Report, (a) neither Company nor any other Person acting on its behalf has provided Investor Lender or its representatives, agents or attorneys with any information that constitutes or might constitute material, non-public information, including without limitation this Agreement and the Exhibits and Disclosure Schedules hereto. No hereto, (b) no information contained in the Disclosure Schedules constitutes material non-public information. information and (c) there is no adverse material information regarding Company that has not been publicly disclosed prior to the Effective Date. Company understands and confirms that Investor Lender will rely on the foregoing representations and covenants in effecting transactions in securities of Company. All disclosure provided to Lender regarding Company, its business and the transactions contemplated hereby, including without limitation the Disclosure Schedules, furnished by or on behalf of Company with respect to the representations and warranties made herein are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. View More
Issuance of Shares. a. Unless otherwise set forth on the Grant Schedule, within ten (10) business days following the Vesting Date [(including any accelerated vesting date provided in the Grant Schedule)], the Company shall issue to the Grantee, either by book-entry registration or issuance of a stock certificate or certificates, a number of Shares equal to the number of Restricted Stock Units granted hereunder that have vested as of such date. Any Shares issued to the Grantee hereunder shall be fully paid and non-a...ssessable. b. The Company may require as a condition of the issuance of Shares, pursuant to Section 7(a) hereof, that the Grantee remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the issuance of such shares. The Committee, in its sole discretion, may permit the Grantee to satisfy the minimum required withholding obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the applicable issuance date, with fractional shares being settled in cash. c. The Grantee will not be deemed for any purpose to be, or have rights as, a stockholder of the Company by virtue of the grant of Restricted Stock Units, until shares of Common Stock are issued in settlement of such Restricted Stock Units pursuant to Section 7(a) hereof. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Grantee will have all of the rights of a stockholder. d. [If it is determined by the Committee that gross negligence, intentional misconduct or fraud by Grantee caused or partially caused the Company to have to restate all or a portion of its financial statements, the Committee, in its sole discretion, may, to the extent permitted by law and to the extent it determines in its sole judgment that it is in the best interests of the Company to do so, require repayment of Shares delivered pursuant to the vesting of the Restricted Stock Units, or to effect the cancellation of unvested Restricted Stock Units, if (i) the vesting of the Award was calculated based upon, or contingent on, the achievement of financial or operating results that were the subject of or affected by the restatement, and (ii) the extent of vesting of the Award would have been less had the financial statements been correct.]View More
Issuance of Shares. a. Unless otherwise set forth on the Grant Schedule, within ten (10) business days following the each Vesting Date [(including (including any accelerated vesting date provided in the Grant Schedule)], Schedule or pursuant to the Grantee's employment agreement), the Company shall issue to the Grantee, either by book-entry registration or issuance of a stock certificate or certificates, a number of Shares equal to the number of Restricted Stock Units granted hereunder that have vested as of such d...ate. Any Shares issued to the Grantee hereunder shall be fully paid and non-assessable. b. The At the time of vesting, the Company shall withhold from any Shares deliverable in payment of the Restricted Stock Units a number of Shares having a value equal to the minimum amount of income and employment taxes required to be withheld under applicable laws and regulations, and pay the amount of such withholding taxes in cash to the appropriate taxing authorities. Any fractional shares resulting from the payment of the withholding amounts shall be liquidated and paid in cash to the U.S. Treasury as additional federal income tax withholding for the Grantee. Grantee shall be responsible for any withholding taxes not satisfied by means of such mandatory withholding and for all taxes in excess of such withholding taxes that may require be due upon vesting of the Restricted Stock Units. Notwithstanding the foregoing, prior to the date that such withholding taxes are due to the appropriate taxing authorities as a condition result of the issuance vesting of Shares, pursuant to Section 7(a) hereof, that the Restricted Stock Units, the Grantee remit may pay to the Company an in cash or cash equivalents the amount sufficient of such withholding taxes, in which case such withholding taxes will not be withheld from the opinion Shares deliverable in payment of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the issuance of such shares. The Committee, in its sole discretion, may permit the Grantee to satisfy the minimum required withholding obligation by delivering shares of Common Restricted Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the applicable issuance date, with fractional shares being settled in cash. Units. c. The Grantee will not be deemed for any purpose to be, or have rights as, a stockholder of the Company by virtue of the grant of Restricted Stock Units, until shares of Common Stock are issued in settlement of such Restricted Stock Units pursuant to Section 7(a) 8(a) hereof. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Grantee will have all of the rights of a stockholder. d. [If With respect to any grant of Restricted Stock Units that vests in whole or in part based on the Company's achievement of financial or operating results, if it is determined by the Committee that gross negligence, intentional misconduct or fraud by Grantee caused or partially caused the Company to have to restate all or a portion of its financial statements, the Committee, in its sole discretion, may, Committee shall, to the extent permitted by law and to the extent it determines in its sole judgment that it is in the best interests of the Company to do so, law, require repayment of Shares delivered pursuant to the vesting of the Restricted Stock Units, or to and/or effect the cancellation of unvested Restricted -2- Stock Units, if (i) the vesting of the Award was calculated based upon, or contingent on, the achievement of financial or operating results that were the subject of or affected by the restatement, and (ii) the extent of vesting of the Award would have been less had the financial statements been correct.] correct. The required repayment or cancellation shall be such as will put the Grantee in the same position relative to vesting of the Award as the Grantee would have been in had the financial statements been correct. View More
Issuance of Shares. a. Unless a.Unless otherwise set forth on the Grant Schedule, within ten (10) business thirty (30) days following the each Vesting Date [(including (including any accelerated vesting date provided in the Grant Schedule)], Schedule or pursuant to the your employment agreement), the Company shall issue to the Grantee, you, either by book-entry registration or issuance of a stock certificate or certificates, a number of Shares equal to the number of Restricted Stock Units granted hereunder that hav...e vested as of such date. Any Shares issued to the Grantee you hereunder shall be fully paid and non-assessable. b. The b.The Company may require as a condition of the issuance of Shares, pursuant to Section 7(a) 8(a) hereof, that the Grantee you remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the issuance of such shares. The Committee, in its sole discretion, may permit the Grantee you to satisfy the minimum required withholding such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the applicable issuance date, with fractional shares being settled in cash. c. The Grantee c.You will not be deemed for any purpose to be, or have rights as, a stockholder of the Company by virtue of the grant of Restricted Stock Units, until shares of Common Stock are issued in settlement of such Restricted Stock Units pursuant to Section 7(a) 8(a) hereof. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Grantee you will have all of the rights of a stockholder. d. [If d.With respect to any grant of Restricted Stock Units that vests in whole or in part based on the Company's achievement of financial or operating results, if it is determined by the Committee that gross negligence, intentional misconduct or fraud by Grantee you caused or partially caused the Company to have to restate all or a portion of its financial statements, the Committee, in its sole discretion, may, Committee shall, to the extent permitted by law and to the extent it determines in its sole judgment that it is in the best interests of the Company to do so, law, require repayment of Shares delivered pursuant to the vesting of the Restricted Stock Units, or to and/or effect the cancellation of unvested Restricted Stock Units, if (i) the vesting of the Award was calculated based upon, or contingent on, the achievement of financial or operating results that were the subject of or affected by the restatement, and (ii) the extent of vesting of the Award would have been less had the financial statements been correct.] correct. The required repayment or cancellation shall be such as will put you in the same position relative to vesting of the Award as you would have been in had the financial statements been correct. View More
Issuance of Shares. Within a reasonable period of time following the end of the Period of Restriction, the Company shall issue to the Participant or his beneficiary the number of shares of Performance Shares specified in Section 1 of this Agreement, less any withholding required by Section 10 of this Agreement.
Issuance of Shares. At or within a reasonable period of time following execution of this Agreement, the Company shall issue, in book entry form, the Restricted Stock. Within a reasonable period of time following the end of the Period of Restriction, the Company shall issue 148 to the Participant or his beneficiary the number of shares of Performance Shares Restricted Stock specified in Section 1 of this Agreement, less any withholding required by Section 10 of this Agreement.
