Registration Contract Clauses (3,503)

Registration. Licensor agrees that Licensee may register the Company Name as a corporate name, provided that such registration shall not grant Licensee any interest in the Mark. Licensee shall not register a domain name or a social media identifier containing or comprising the Company Name without Licensor's prior written consent, which shall not be unreasonably withheld, provided that (a) at Licensor's option, Licensor may serve as the registrant or owner of record of such domain name or social media... identifier, and (b) if Licensor allows Licensee to serve as the registrant or owner of record of such domain name or social media identifier, such registration shall not grant Licensee any interest in the Mark. View More

Registration. The Shares that may be issued under the Plan are registered with the Securities and Exchange Commission under a Registration Statement on Form S-8. Section 16 Officer 6 16. SALE OF SECURITIES. The Shares that may be issued under this Agreement may not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable federal or state securities laws. You also agree that (a) the Company may refuse to cause the transfer of the Shares to be registered on the stock... register of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable federal or state securities law and (b) the Company may give related instructions to the transfer agent, if any, to stop registration of the transfer of the Shares. In each such instance, the Company will, to the extent practicable, seek to recover the amount by which your cash payment for the relevant period exceeded the lower payment that would have been made based on the restated financial results. If there are multiple performance metrics and one is more readily calculable to determine whether a lower payment should have been made, then the same ratio or percentage applicable for the readily calculable metric shall be applied to the other metric(s) so that the entire award payment is recovered on a pro-rata basis to the event. No reimbursement shall be required if such material restatement was caused by or resulted from any change in accounting policy or rules. View More

Registration. The Corporation shall, at any time, register or qualify the shares of Common Stock pursuant to the Securities Act of 1933, as amended.

Registration. The Company shall file a registration statement on Form S-1 which covers the Conversion Shares. The Company will file such registration statement as soon as possible after the Company has filed an amendment to its Proxy Statement which includes SolarMax's consolidated financial statements for the six months ended June 30, 2021. In the event that the registration statement covering the Conversion Shares has not been declared effective by the Securities and Exchange Commission within fifteen (15)... business days after the closing of the Merger (other than as a result of the failure of AMC Sino to comply with Section 3 of this Agreement), the Conversion Shares shall be automatically forfeited with no action to be taken by the Company or AMC Sino and the Company shall, within ten business days of such forfeiture, pay Convertible Payable in cash. The Company agrees that it will enter into such amendment to the Merger Agreement which includes such a provision and the Company has been advised by SolarMax that it will agree to such a provision. View More

Registration. This grant is subject to the condition that if at any time the Board or Committee shall determine, in its discretion, that the listing of the shares of Common Stock subject hereto on any securities exchange, or the registration or qualification of such shares under any federal or state law, or the consent or approval of any regulatory body, shall be necessary or desirable as a condition of, or in connection with, the grant, receipt or delivery of shares hereunder, such grant, receipt or... delivery will not be effected unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board or Committee. The Corporation agrees to make every reasonable effort to effect or obtain any such listing, registration, qualification, consent or approval. View More

Registration. If Shares are issued in a transaction exempt from registration under the Securities Act of 1933, as amended, then, if deemed necessary by Company's counsel, as a condition to the Company issuing certificates representing the Shares, the Employee shall represent in writing to the Company that the Employee is acquiring the Shares for investment purposes only and not with a view to distribution, and the certificates representing the Shares shall bear the following legend:"These shares have not... been registered under the Securities Act of 1933. No transfer of the shares may be affected without an opinion of counsel to the Company stating that the transfer is exempt from registration under the Act and any applicable state securities laws or that the transfer of the shares is covered by an effective registration statement with respect to the shares."5. Incorporation of Plan. The Employee hereby acknowledges that the Employee has access to the Plan on the VNB Intranet (and is aware that he or she may request a written copy) and represents and warrants that the Employee has read and is familiar with the terms and conditions of the Plan. The execution of this Agreement by the Employee shall constitute the Employee's acceptance of and agreement to all of the terms and conditions of the Plan and this Agreement.6. Notices. Except as specifically provided in the Plan or this Agreement, all notices and other communications required or permitted under the Plan and this Agreement shall be in writing and shall be given either by (i) personal delivery or regular mail, in each case against receipt, or (ii) first class registered or certified mail, return receipt requested. Any such communication shall be deemed to have been given (i) on the date of receipt in the cases referred to in clause (i) of the preceding sentence and (ii) on the second day after the date of mailing in the cases referred to in clause (ii) of the preceding sentence. All such communications to the Company shall be addressed to it, to the attention of its Secretary or Treasurer, at its then principal office and to the Employee at the Employee's last address appearing on the records of the Company or, in each case, to such other person or address as may be designated by like notice hereunder. 85579640.7 7. Tax Withholding. If requested by the Employee, the Committee shall cancel Shares to be delivered to the Employee pursuant to this Award having a Fair Market Value, on the day preceding the date of delivery of such Shares, equal to the minimum statutory required tax withholding in connection with delivery of such Shares, and apply the value of such Shares as payment for the Employee's minimum statutory required tax withholding. The form to be used in making this request is attached as Schedule B.8. Clawback. In the event that the Committee, within 3 years of the Award Date or within 3 years of the date of vesting of any portion of the Award hereunder, determines that the number of Units or Shares awarded under this Agreement was based on materially inaccurate financial statements (including, but not limited to, statements of earnings, revenues, or gains) or other materially inaccurate performance metric criteria, then the Company has the right to cancel the unvested Units awarded to the Employee under this Agreement and, with respect to Shares awarded under this Agreement upon the vesting of Units, the Employee agrees that the Company has the right to cancel the Shares delivered to the Employee under this Agreement if still owned by the Employee or, if such Shares are no longer owned by the Employee or the Company is otherwise unable to cancel the Shares, to recover from the Employee the value of the Shares delivered to the Employee under this Agreement. 9. Miscellaneous. This Agreement and the Plan contain a complete statement of all the arrangements between the parties with respect to the subject matter hereof, and this Agreement cannot be changed except by a writing executed by both parties. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey applicable to agreements made and to be performed exclusively in New Jersey. View More

Registration. For the avoidance of doubt, the Registration Statement may include such other securities as determined by the Company. (b) Occurrence of Registration Event. If a Registration Event occurs, then the Company will make an adjustment to the Amortization Conversion Rate (as defined in the Purchase Agreement). The Registration Default Period shall terminate upon (i) the filing of the Registration Statement in the case of clause (a) of the definition of Registration Event, (ii) the SEC Effective Date... in the case of clause (b) of the definition of Registration Event, (iii) the ability of the Qualified Purchaser to effect sales pursuant to the Registration Statement in the case of clause (c) of the definition of Registration Event, and (iv) the listing or inclusion and/or trading of the Common Stock on an Approved Market, as the case may be, in the case of clause (d) of the definition of Registration Event. View More

Registration. The Shares that may be issued under the Plan are registered with the Securities and Exchange Commission under a Registration Statement on Form S-8.

Registration. The Company currently has an effective registration statement on file with the Securities and Exchange Commission with respect to the Restricted Shares. The Company intends to maintain this registration but has no obligation to do so. If the registration ceases to be effective, you will not be able to transfer or sell the Restricted Shares even after the restrictions lapse unless exemptions from registration under applicable securities laws are available. Such exemptions from registration are... limited and might be unavailable. You agree that any resale by you of Restricted Shares shall comply in all respects with the requirements of all applicable securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder) and any other law, rule or regulation applicable thereto, as such laws, rules and regulations may be amended from time to time. The Company shall not be obligated to either issue the Restricted Shares or permit the resale of any shares following vesting, if such issuance or resale would violate any such requirements. View More

Registration. If Shares are issued in a transaction exempt from registration under the Securities Act of 1933, as amended, then, if deemed necessary by Company's counsel, as a condition to the Company issuing the Shares, the Employee shall represent in writing to the Company that the Employee is acquiring the Shares for investment purposes only and not with a view to distribution, and Restrictions shall be imposed on the Shares to the effect that such Shares may not be transferred without an applicable... exemption under the Securities Act of 1933 or registration thereunder. View More