Securities Law Compliance Clause Example with 5 Variations from Business Contracts

This page contains Securities Law Compliance 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.
Securities Law Compliance. You may not be issued any Common Stock under your Award unless the shares of Common Stock underlying the Restricted Stock Units are either (i) then registered under the Securities Act, or (ii) the Company has determined that such issuance would be exempt from the registration requirements of the Securities Act. Your Award must also comply with other applicable laws and regulations governing the Award, and you shall not receive such Common Stock if the Company determines that such receipt would n...ot be in material compliance with such laws and regulations. 1 5. TRANSFER RESTRICTIONS. Prior to the time that shares of Common Stock have been delivered to you, you may not transfer, pledge, sell or otherwise dispose of this Award or the shares issuable in respect of your Award, except as expressly provided in this Section 5. For example, you may not use shares that may be issued in respect of your Restricted Stock Units as security for a loan. The restrictions on transfer set forth herein will lapse upon delivery to you of shares in respect of your vested Restricted Stock Units. (a) Death. Your Award is transferable by will and by the laws of descent and distribution. At your death, vesting of your Award will cease and your executor or administrator of your estate shall be entitled to receive, on behalf of your estate, any Common Stock or other consideration that vested but was not issued before your death. (b) Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your right to receive the distribution of Common Stock or other consideration hereunder, pursuant to a domestic relations order, marital settlement agreement or other divorce or separation instrument as permitted by applicable law that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of this Award with the Company General Counsel prior to finalizing the domestic relations order or marital settlement agreement to verify that you may make such transfer, and if so, to help ensure the required information is contained within the domestic relations order or marital settlement agreement. View More

Variations of a "Securities Law Compliance" Clause from Business Contracts

Securities Law Compliance. You may will not be issued any Common Stock under your Award unless the shares of Common Stock underlying the Restricted Stock Units are in respect of this Award unless either (i) then such shares are registered under the Securities Act, Act or (ii) the Company has determined that such issuance would be exempt from the registration requirements of the Securities Act. Your This Award also must also comply with all other applicable laws and regulations governing the this Award, and you shall will ...not receive such any shares of Common Stock in respect of this Award if the Company determines that such receipt would not be in material compliance with such laws and regulations. 1 5. TRANSFER RESTRICTIONS. Prior TRANSFERABILITY. Except as otherwise provided in this Section 5, this Award is not transferable, except by will or by the laws of descent and distribution and prior to the time that shares of Common Stock in respect of this Award have been delivered issued to you, you may not transfer, pledge, sell or otherwise dispose of this Award any portion of the Restricted Stock Units or the shares issuable of Common Stock in respect of your Award, except as expressly provided in this Section 5. Award. For example, you may not use any shares of Common Stock that may be issued in respect of your Restricted Stock Units this Award as security for a loan. The restrictions loan, nor may you transfer, pledge, sell or otherwise dispose of such shares. This restriction on transfer set forth herein will lapse upon delivery issuance to you of the shares of Common Stock in respect of your vested Restricted Stock Units. this Award. (a) Death. Your Award is transferable by will and by the laws of descent and distribution. At your death, vesting of your Award will cease and your executor or administrator of your estate shall be entitled to receive, on behalf of your estate, any Common Stock or other consideration that vested but was not issued before your death. (b) Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your right to receive the any distribution of Common Stock or other consideration hereunder, under this Award, pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by applicable law that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss with the Company's General Counsel the proposed terms of any division of this Award with the Company General Counsel such transfer prior to finalizing the such domestic relations order or order, marital settlement agreement to verify that you may make such transfer, and if so, or other divorce or separation instrument to help ensure the required information is contained within the domestic relations order or order, marital settlement agreement. agreement or other divorce or separation instrument. View More
Securities Law Compliance. You may not be issued any Common Stock under your Award unless the shares of Common Stock underlying the Restricted Stock Units are either (i) then registered under the Securities Act, or (ii) the Company has determined that such issuance would be exempt from the registration requirements of the Securities Act. Your Award must also comply with other applicable laws and regulations governing the Award, and you shall not receive such Common Stock if the Company determines that such receipt would n...ot be in material compliance with such laws and regulations. 1 5. TRANSFER regulations.6.TRANSFER RESTRICTIONS. Prior to the time that shares of Common Stock have been delivered to you, you may not transfer, pledge, sell or otherwise dispose of this Award or the shares issuable in respect of your Award, except as expressly provided in this Section 5. 6. For example, you may not use shares that may be issued in respect of your Restricted Stock Units as security for a loan. The restrictions on transfer set forth herein will lapse upon delivery to you of shares in respect of your vested Restricted Stock Units. (a) Death. (a)Death. Your Award is transferable by will and by the laws of descent and distribution. At your death, vesting of your Award will cease and your executor or administrator of your estate shall be entitled to receive, on behalf of your estate, any Common Stock or other consideration that vested but was not issued before your death. (b) Domestic (b)Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your right to receive the distribution of Common Stock or other consideration hereunder, pursuant to a domestic relations order, order or marital settlement agreement or other divorce or separation instrument as permitted by applicable law that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of this Award with the Company General Counsel prior to finalizing the domestic relations order or marital settlement agreement to verify that you may make such transfer, and if so, to help ensure the required information is contained within the domestic relations order or marital settlement agreement. agreement.7.DATE OF ISSUANCE. (a)The issuance of shares in respect of the Restricted Stock Units is intended to comply with Treasury Regulations Section 1.409A-1(b)(4) and will be construed and administered in such a manner. Subject to the satisfaction of the withholding obligations set forth in this Agreement, in the event one or more Restricted Stock Units vests, the Company shall issue to you one (1) share of Common Stock for each Restricted Stock Unit that vests on the applicable vesting date(s) (subject to any adjustment under Section 4 above). The issuance date determined by this paragraph is referred to as the "Original Issuance Date". (b)If the Original Issuance Date falls on a date that is not a business day, delivery shall instead occur on the next following business day. (c)The form of delivery (e.g., a stock certificate or electronic entry evidencing such shares) shall be determined by the Company. View More
Securities Law Compliance. You may will not be issued any Common Stock under in respect of your Award Stock Units or other shares with respect to your Stock Units unless either (i) the shares of Common Stock underlying the Restricted Stock Units are either (i) then registered under the Securities Act, or (ii) the Company has determined that such issuance would be exempt from the registration requirements of the Securities Act. Your Award also must also comply with all other applicable laws and regulations governing the Aw...ard, and you shall will not receive such Common Stock shares if the Company determines that such receipt would not be in material compliance with such laws and regulations. 1 Standard Form 5. TRANSFER RESTRICTIONS. Transferability. Prior to the time that shares of Common Stock have been delivered to you, you may not transfer, pledge, sell or otherwise dispose of this Award any portion of the Stock Units or the shares issuable in respect of your Award, except as expressly provided in this Section 5. Stock Units. For example, you may not use shares that may be issued in respect of your Restricted Stock Units as security for a loan. The restrictions loan, nor may you transfer, pledge, sell or otherwise dispose of such shares. This restriction on transfer set forth herein will lapse upon delivery to you of shares in respect of your vested Restricted Stock Units. (a) Death. Your Award is Stock Units are not transferable other than by will and by the laws of descent and distribution. At Upon receiving written permission from the Board or its duly authorized designee, you may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company and any broker designated by the Company to effect transactions under the Plan, designate a third party who, in the event of your death, vesting will thereafter be entitled to receive any distribution of Common Stock or other consideration to which you were entitled at the time of your death pursuant to this Award will cease and Agreement. In the absence of such a designation, your executor or administrator of your estate shall will be entitled to receive, on behalf of your estate, any such Common Stock or other consideration that vested but was not issued before your death. consideration. (b) Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your right to receive the distribution of Common Stock or other consideration hereunder, under your Stock Units, pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by applicable law that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss with the Company the proposed terms of any division of this Award with the Company General Counsel such transfer prior to finalizing the domestic relations order or marital settlement agreement to verify that you may make such transfer, and if so, to help ensure the required information is contained within the domestic relations order or order, marital settlement agreement. agreement or other divorce or separation instrument. The Company is not obligated to allow you to transfer your Award in connection with your domestic relations order, marital settlement agreement or other divorce or separation instrument. View More
Securities Law Compliance. You may will not be issued any Common Stock under your Award unless the shares of Common Stock underlying the Restricted Stock Units are or other shares with respect to your Restricted Stock Units unless either (i) then the shares are registered under the Securities Act, or (ii) the Company has determined that such issuance would be exempt from the registration requirements of the Securities Act. Your Award also must also comply with other applicable laws and regulations governing the Award, and... you shall will not receive such Common shares underlying your Restricted Stock Units if the Company determines that such receipt would not be in material compliance with such laws and regulations. 1 5. TRANSFER RESTRICTIONS. TRANSFERABILITY. Prior to the time that shares of Common Stock have been delivered to you, you may not transfer, pledge, sell or otherwise dispose of this Award any portion of the Restricted Stock Units or the shares issuable in respect of your Award, except as expressly provided in this Section 5. Restricted Stock Units. For example, you may not use shares that may be issued in respect of your Restricted Stock Units as security for a loan. The restrictions loan, nor may you transfer, pledge, sell or otherwise dispose of such shares. This restriction on transfer set forth herein will lapse upon delivery to you of shares in respect of your vested Restricted Stock Units. (a) Death. Your Award is Restricted Stock Units are not transferable other than by will and by the laws of descent and distribution. At Upon receiving written permission from the Board or its duly authorized designee, you may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company and any broker designated by the Company to effect transactions under the Plan, designate a third party who, in the event of your death, vesting will thereafter be entitled to receive any distribution of Common Stock or other consideration to which you were entitled at the time of your Award will cease and death pursuant to this Agreement. In the absence of such a designation, your executor or administrator of your estate shall will be entitled to receive, on behalf of your estate, any such Common Stock or other consideration that vested but was not issued before your death. consideration. (b) Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your right to receive the distribution of Common Stock or other consideration hereunder, under your Restricted Stock Units, pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by applicable law that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss with the Company's General Counsel the proposed terms of any division of this Award with the Company General Counsel such transfer prior to finalizing the domestic relations order or marital settlement agreement to verify that you may make such transfer, and if so, to help ensure the required information is contained within the domestic relations order or order, marital settlement agreement. agreement or other divorce or separation instrument. The Company is not obligated to allow you to transfer your Award in connection with your domestic relations order, marital settlement agreement or other divorce or separation instrument. View More
Securities Law Compliance. You may not be issued any Common Stock under your Award unless the shares of Common Stock underlying the Restricted Stock Units are either (i) then registered under the Securities Act, or (ii) the Company has determined that such issuance would be exempt from the registration requirements of the Securities Act. Your Award must also comply with other applicable laws and regulations governing the Award, and you shall will not receive such Common Stock if the Company determines that such receipt wo...uld not be in material compliance with such laws and regulations. 1 5. TRANSFER RESTRICTIONS. regulations.5.Transfer Restrictions. Prior to the time that shares of Common Stock have been delivered to you, you may not transfer, pledge, sell or otherwise dispose of this Award or the shares issuable in respect of your Award, except as expressly provided in this Section 5. For example, you may not use shares that may be issued in respect of your Restricted Stock Units as security for a loan. The restrictions on transfer set forth herein will lapse upon delivery to you of shares in respect of your vested Restricted Stock Units. (a) Death. Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, you may designate a third party who, in the event of your death, will thereafter be entitled to receive any distribution of Common Stock to which you were entitled at the time of your death pursuant to this Restricted Stock Unit Award Agreement. In the absence of such a designation, your legal representative will be entitled to receive, on behalf of your estate, such Common Stock or other consideration.(a)Death. Your Award is transferable by will and by the laws of descent and distribution. At your death, vesting of your Award will cease be accelerated as set forth herein and your executor or administrator of your estate shall will be entitled to receive, on behalf of your estate, any Common Stock or other consideration that vested but was not issued before your death. (b) Domestic (b)Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your right to receive the distribution of Common Stock or other consideration hereunder, pursuant to a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by applicable law that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of this Award with the Company Company's General Counsel prior to finalizing the domestic relations order or marital settlement agreement to verify that you may make such transfer, and if so, to help ensure the required information is contained within the domestic relations order or marital settlement agreement. View More