Issuance of Shares Clause Example with 6 Variations from Business Contracts
This page contains Issuance of Shares clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
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
Variations of a "Issuance of Shares" Clause from Business Contracts
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 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 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 12 of this Agreement and any provision to the contrary set forth in the Grant Notice, in the event one or more Restricted Stock Performance 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 Performance 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). 1.409A-1 2. (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. (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 2 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). 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. (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). View More
