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Securities Law Requirements Clause Example with 8 Variations from Business Contracts
This page contains Securities Law Requirements 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 Requirements. (a) Legality of Issuance. The issuance of any Shares pursuant to Grants under the Plan and the issuance of any Grant shall be contingent upon the following: (i) the obligation of the Company to sell Shares with respect to Grants issued under the Plan shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Committee; ...(ii) the Committee may make such changes to the Plan as may be necessary or appropriate to comply with the rules and regulations of any government authority or to obtain tax benefits applicable to stock options; and (iii) each grant of Options, Restricted Stock, Phantom Shares (or issuance of Shares in respect thereof) or DERs (or issuance of Shares in respect thereof), or other Grant under Section 12 (or issuance of Shares in respect thereof), is subject to the requirement that, if at any time the Committee determines, in its discretion, that the listing, registration or qualification of Shares issuable pursuant to the Plan is required by any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of Options, Shares of Restricted Stock, Phantom Shares, DERs, other Grants or other Shares, no payment shall be made, or Phantom Shares or Shares issued or grant of Restricted Stock or other Grant made, in whole or in part, unless listing, registration, qualification, consent or approval has been effected or obtained free of any conditions in a manner acceptable to the Committee. (b) Restrictions on Transfer. Regardless of whether the offering and sale of Shares under the Plan has been registered under the Act or has been registered or qualified under the securities laws of any state, the Company may impose restrictions on the sale, pledge or other transfer of such Shares (including the placement of appropriate legends on stock certificates) if, in the judgment of the Company and its counsel, such restrictions are necessary or desirable in order to achieve compliance with the provisions of the Act, the securities laws of any state or any other law. In the event that the sale of Shares under the Plan is not registered under the Act but an exemption is available which requires an investment representation or other representation, each Grantee shall be required to represent that such Shares are being acquired for investment, and not with a view to the sale or distribution thereof, and to make such other representations as are deemed necessary or appropriate by the Company and its counsel. Any determination by the Company and its counsel in connection with any of the matters set forth in this Section 17 shall be conclusive and binding on all persons. Without limiting the generality of Section 6, stock certificates evidencing Shares acquired under the Plan pursuant to an unregistered transaction shall bear a restrictive legend, substantially in the following form, and such other restrictive legends as are required or deemed advisable under the provisions of any applicable law: "THE SALE OF THE SECURITIES REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"). ANY TRANSFER OF SUCH SECURITIES WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR IN THE OPINION OF COUNSEL FOR THE ISSUER SUCH REGISTRATION IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT." (c) Registration or Qualification of Securities. The Company may, but shall not be obligated to, register or qualify the issuance of Grants and/or the sale of Shares under the Act or any other applicable law. The Company shall not be obligated to take any affirmative action in order to cause the issuance of Grants or the sale of Shares under the Plan to comply with any law. (d) Exchange of Certificates. If, in the opinion of the Company and its counsel, any legend placed on a stock certificate representing Shares sold under the Plan is no longer required, the holder of such certificate shall be entitled to exchange such certificate for a certificate representing the same number of Shares but lacking such legend. (e) Certain Loans. Notwithstanding any other provision of the Plan, the Company shall not be required to take or permit any action under the Plan or any Award Agreement which, in the good-faith determination of the Company, would result in a material risk of a violation by the Company of Section 13(k) of the Exchange Act.
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Variations of a "Securities Law Requirements" Clause from Business Contracts
Securities Law Requirements. (a) Legality of Issuance. The issuance of any Shares pursuant to Grants under the Plan and the issuance of any Grant shall be contingent upon the following: (i) the obligation of the Company to sell Shares with respect to Grants issued under the Plan shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Committee; ...(ii) the Committee may make such changes to the Plan as may be necessary or appropriate to comply with the rules and regulations of any government authority or to obtain tax benefits applicable to stock options; and (iii) each grant of Options, Restricted Stock, Phantom Shares (or issuance of Shares in respect thereof) or DERs (or issuance of Shares in respect thereof), or other Grant under Section 12 (or issuance of Shares in respect thereof), is subject to the requirement that, if at any time the Committee determines, in its discretion, that the listing, registration or qualification of Shares issuable pursuant to the Plan is required by any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of Options, Shares of Restricted Stock, Phantom Shares, DERs, other Grants or other Shares, no payment shall be made, or Phantom Shares or Shares issued or grant of Restricted Stock or other Grant made, in whole or in part, unless listing, registration, qualification, consent or approval has been effected or obtained free of any conditions in a manner acceptable to the Committee. (b) Restrictions on Transfer. Regardless of whether the offering and sale of Shares the shares of Common Stock under the Plan has have been registered under the United States Securities Act of 1933 (the "Act") or has have been registered or qualified under the securities laws of any state, the Company Corporation may impose restrictions on upon the sale, pledge pledge, or other transfer of such Shares shares (including the placement of appropriate legends on stock certificates) if, in the judgment of the Company Corporation and its counsel, such restrictions are necessary or desirable in order to achieve compliance with the provisions of the Act, the securities laws of any state state, or any other law. In the event that the sale of Shares under the Plan such shares is not registered under the Act but an exemption is available which requires an investment representation or other representation, each Grantee the Executive shall be required to represent that such Shares shares are being acquired for investment, and not with a view to the sale or distribution thereof, and to make such other representations as are deemed necessary or appropriate by the Company Corporation and its counsel. Any determination by the Company and its counsel in connection with any of the matters set forth in this Section 17 shall be conclusive and binding on all persons. Without limiting the generality of Section 6, stock (b) Stock certificates evidencing Shares acquired such shares awarded under the Plan pursuant to an unregistered transaction shall bear a restrictive legend, substantially in the following form, restrictive legend and such other restrictive legends as are required or deemed advisable under the provisions of any applicable law: "THE SALE OF THE SECURITIES REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"). ANY TRANSFER OF SUCH SECURITIES WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR OR, IN THE OPINION OF COUNSEL FOR THE ISSUER ISSUER, SUCH REGISTRATION IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT." (c) Registration or Qualification of Securities. The Company may, but shall not be obligated to, register or qualify Any determination by the issuance of Grants and/or the sale of Shares under the Act or any other applicable law. The Company shall not be obligated to take any affirmative action Corporation and its counsel in order to cause the issuance of Grants or the sale of Shares under the Plan to comply connection with any law. (d) Exchange of Certificates. If, in the opinion of the Company and its counsel, any legend placed on a stock certificate representing Shares sold under the Plan is no longer required, the holder of such certificate matters set forth in this paragraph shall be entitled conclusive as to exchange such certificate for a certificate representing the same number of Shares but lacking such legend. (e) Certain Loans. Notwithstanding any other provision of the Plan, the Company shall not be required to take or permit any action under the Plan or any Award Agreement which, in the good-faith determination of the Company, would result in a material risk of a violation by the Company of Section 13(k) of the Exchange Act. all binding persons.
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Sotheby's contract
Securities Law Requirements. (a) Legality of Issuance. The issuance of any No Shares pursuant to Grants under shall be issued upon the Plan and the issuance settlement of any Grant shall be contingent upon unless and until the following: Corporation has determined that: (i) it and the obligation of Grantee have taken all actions required to register the Company to sell Shares with respect to Grants issued under the Plan shall be subject Act, or to all perfect an exemption from the registration requirements thereof; (ii) a...ny applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Committee; (ii) the Committee may make such changes to the Plan as may be necessary or appropriate to comply with the rules and regulations listing requirement of any government authority or to obtain tax benefits applicable to stock options; exchange on which the Common Stock is listed has been satisfied; and (iii) each grant any other applicable provision of Options, Restricted Stock, Phantom Shares (or issuance of Shares in respect thereof) or DERs (or issuance of Shares in respect thereof), or other Grant under Section 12 (or issuance of Shares in respect thereof), is subject to the requirement that, if at any time the Committee determines, in its discretion, that the listing, registration or qualification of Shares issuable pursuant to the Plan is required by any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of Options, Shares of Restricted Stock, Phantom Shares, DERs, other Grants or other Shares, no payment shall be made, or Phantom Shares or Shares issued or grant of Restricted Stock or other Grant made, in whole or in part, unless listing, registration, qualification, consent or approval Federal law has been effected or obtained free of any conditions in a manner acceptable to the Committee. satisfied. (b) Restrictions on Transfer. The Grantee may not sell, transfer, assign, pledge or otherwise encumber or dispose of the Deferred Stock Units. Regardless of whether the offering and sale of Shares under the Plan has been registered under the Act or has been registered or qualified under the securities laws of any state, the Company Corporation may impose additional restrictions on upon the sale, pledge or other transfer of such Shares (including the placement of appropriate legends on stock certificates) if, in the judgment of the Company Corporation and its counsel, such restrictions are necessary or desirable in order to achieve compliance with the provisions of the Act, the securities laws of any state or any other law. In the event that the sale of Shares under the Plan is are not registered under the Act but an exemption is available which requires an investment representation or other representation, each Grantee shall be required to represent that such Shares are being acquired for investment, and not with a view to the sale or distribution thereof, and to make such other representations as are deemed necessary or appropriate by the Company Corporation and its counsel. Any determination by the Company and its counsel in connection with any of the matters set forth in this Section 17 shall be conclusive and binding on all persons. Without limiting the generality of Section 6, stock Stock certificates evidencing Shares acquired under the Plan pursuant to an unregistered transaction shall bear a the following restrictive legend, substantially legend (or similar legend in the following form, discretion of the Administrator) and such other restrictive legends as are required or deemed advisable under the provisions of any applicable law: "THE SALE OF THE SECURITIES REPRESENTED HEREBY HAS BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. (THE "ACT"). ANY TRANSFER THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT AS TO SUCH TRANSFER OF 1933 OR IN THE AN OPINION OF COUNSEL FOR REASONABLY SATISFACTORY IN FORM AND CONTENT TO THE ISSUER THAT SUCH REGISTRATION IS UNNECESSARY IN ORDER FOR NOT REQUIRED UNDER SUCH TRANSFER TO COMPLY WITH THE ACT." Any determination by the Corporation and its counsel in connection with any of the matters set forth in this Section shall be conclusive and binding on all persons. (c) Registration or Qualification of Securities. The Company Corporation may, but shall not be obligated to, register or qualify the issuance of Grants and/or pursuant to the sale of Shares Plan under the Act or any other applicable law. The Company Corporation shall not be obligated to take any affirmative action in order to cause the issuance of Grants or the sale of Shares under the Plan to comply with any law. (d) Exchange of Certificates. If, in the opinion of the Company and its counsel, any legend placed on a stock certificate representing Shares sold under the Plan is no longer required, the holder of such certificate shall be entitled to exchange such certificate for a certificate representing the same number of Shares but lacking such legend. (e) Certain Loans. Notwithstanding any other provision of the Plan, the Company shall not be required to take or permit any action under the Plan or any Award Agreement which, in the good-faith determination of the Company, would result in a material risk of a violation by the Company of Section 13(k) of the Exchange Act.
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Found in
PS Business Parks, Inc. contract
Securities Law Requirements. (a) Legality of Issuance. The issuance of any Shares pursuant to Grants under the Plan and the issuance of any Grant shall be contingent upon the following: (i) the obligation of the Company to sell Shares with respect to Grants issued under the Plan shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Committee; ...(ii) the Committee may make such changes to the Plan as may be necessary or appropriate to comply with the rules and regulations of any government authority or to obtain tax benefits applicable to stock options; and (iii) each grant of Options, Restricted Stock, Phantom Shares (or issuance of Shares in respect thereof) or DERs (or issuance of Shares in respect thereof), or other Grant under Section 12 (or issuance of Shares in respect thereof), is subject to the requirement that, if at any time the Committee determines, in its discretion, that the listing, registration or qualification of Shares issuable pursuant to the Plan is required by any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of Options, Shares of Restricted Stock, Phantom Shares, DERs, other Grants or other Shares, no payment shall be made, or Phantom Shares or Shares issued or grant of Restricted Stock or other Grant made, in whole or in part, unless listing, registration, qualification, consent or approval has been effected or obtained free of any conditions in a manner acceptable to the Committee. (b) Restrictions on Transfer. Regardless of whether the offering and sale of Shares the shares of Common Stock under the Plan has have been registered under the United States Securities Act of 1933 (the "Act") or has have been registered or qualified under the securities laws of any state, the Company Corporation may impose restrictions on upon the sale, pledge pledge, or other transfer of such Shares shares (including the placement of appropriate legends on stock certificates) if, in the judgment of the Company Corporation and its counsel, such restrictions are necessary or desirable in order to achieve compliance with the provisions of the Act, the securities laws of any state state, or any other law. In the event that the sale of Shares such shares under the Plan is not registered under the Act but an exemption is available which requires an investment representation or other representation, each Grantee the Participant shall be required to represent that such Shares shares are being acquired for investment, and 3 not with a view to the sale or distribution thereof, and to make such other representations as are deemed necessary or appropriate by the Company Corporation and its counsel. Any determination by the Company and its counsel in connection with any of the matters set forth in this Section 17 shall be conclusive and binding on all persons. Without limiting the generality of Section 6, stock (b) Stock certificates evidencing Shares acquired such shares awarded under the Plan pursuant to an unregistered transaction shall bear a restrictive legend, substantially in the following form, restrictive legend and such other restrictive legends as are required or deemed advisable under the provisions of any applicable law: "THE SALE OF THE SECURITIES REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"). ANY TRANSFER OF SUCH SECURITIES WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR OR, IN THE OPINION OF COUNSEL FOR THE ISSUER ISSUER, SUCH REGISTRATION IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT." (c) Registration or Qualification of Securities. The Company may, but shall not be obligated to, register or qualify Any determination by the issuance of Grants and/or the sale of Shares under the Act or any other applicable law. The Company shall not be obligated to take any affirmative action Corporation and its counsel in order to cause the issuance of Grants or the sale of Shares under the Plan to comply connection with any law. (d) Exchange of Certificates. If, in the opinion of the Company and its counsel, any legend placed on a stock certificate representing Shares sold under the Plan is no longer required, the holder of such certificate matters set forth in this paragraph shall be entitled conclusive as to exchange such certificate for a certificate representing the same number of Shares but lacking such legend. (e) Certain Loans. Notwithstanding any other provision of the Plan, the Company shall not be required to take or permit any action under the Plan or any Award Agreement which, in the good-faith determination of the Company, would result in a material risk of a violation by the Company of Section 13(k) of the Exchange Act. all binding persons.
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Found in
Sotheby's contract
Securities Law Requirements. (a) Legality of Issuance. The issuance of any Shares pursuant to Grants under the Plan and the issuance of any Grant shall be contingent upon the following: (i) the obligation of the Company to sell Shares with respect to Grants issued under the Plan shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Committee; ...(ii) the Committee may make such changes to the Plan as may be necessary or appropriate to comply with the rules and regulations of any government authority or to obtain tax benefits applicable to stock options; and (iii) each grant of Options, Restricted Stock, Phantom Shares (or issuance of Shares in respect thereof) or DERs (or issuance of Shares in respect thereof), or other Grant under Section 12 (or issuance of Shares in respect thereof), is subject to the requirement that, if at any time the Committee determines, in its discretion, that the listing, registration or qualification of Shares issuable pursuant to the Plan is required by any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of Options, Shares of Restricted Stock, Phantom Shares, DERs, other Grants or other Shares, no payment shall be made, or Phantom Shares or Shares issued or grant of Restricted Stock or other Grant made, in whole or in part, unless listing, registration, qualification, consent or approval has been effected or obtained free of any conditions in a manner acceptable to the Committee. (b) Restrictions on Transfer. Regardless of whether the offering and sale of Shares the shares of Common Stock under the Plan has have been registered under the United States Securities Act of 1933 (the "Act") or has have been registered or qualified under the securities laws of any state, the Company Corporation may impose restrictions on upon the sale, pledge pledge, or other transfer of such Shares shares (including the placement of appropriate legends on stock certificates) if, in the judgment of the Company Corporation and its counsel, such restrictions are necessary or desirable in order to achieve compliance with the provisions of the Act, the securities laws of any state state, or any other law. In the event that the sale of Shares such shares under the Plan is not registered under the Act but an exemption is available which requires an investment representation or other representation, each Grantee the Participant shall be required to represent that such Shares shares are being acquired for investment, and not with a view to the sale or distribution thereof, and to make such other representations as are deemed necessary or appropriate by the Company Corporation and its counsel. Any determination by the Company and its counsel in connection with any of the matters set forth in this Section 17 shall be conclusive and binding on all persons. Without limiting the generality of Section 6, stock (b) Stock certificates evidencing Shares acquired such shares awarded under the Plan pursuant to an unregistered transaction shall bear a restrictive legend, substantially in the following form, restrictive legend and such other restrictive legends as are required or deemed advisable under the provisions of any applicable law: "THE SALE OF THE SECURITIES REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"). ANY TRANSFER OF SUCH SECURITIES WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR OR, IN THE OPINION OF COUNSEL FOR THE ISSUER ISSUER, SUCH REGISTRATION IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT." (c) Registration or Qualification of Securities. The Company may, but shall not be obligated to, register or qualify Any determination by the issuance of Grants and/or the sale of Shares under the Act or any other applicable law. The Company shall not be obligated to take any affirmative action Corporation and its counsel in order to cause the issuance of Grants or the sale of Shares under the Plan to comply connection with any law. (d) Exchange of Certificates. If, in the opinion of the Company and its counsel, any legend placed on a stock certificate representing Shares sold under the Plan is no longer required, the holder of such certificate matters set forth in this paragraph shall be entitled conclusive as to exchange such certificate for a certificate representing the same number of Shares but lacking such legend. (e) Certain Loans. Notwithstanding any other provision of the Plan, the Company shall not be required to take or permit any action under the Plan or any Award Agreement which, in the good-faith determination of the Company, would result in a material risk of a violation by the Company of Section 13(k) of the Exchange Act. all binding persons.
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Securities Law Requirements. (a) Legality of Issuance. The issuance No Share shall be issued upon the exercise of any Option unless and until the Board has determined that: (i) The Company and the Participant have taken all actions required to register the Shares pursuant to Grants under the Plan and Securities Act, or to perfect an exemption from registration requirements of the issuance Securities Act, or to determine that the registration requirements of the Securities Act do not apply to such exercise; (ii) Any applicab...le listing requirement of any Grant shall be contingent upon stock exchange on which the following: (i) the obligation of the Company to sell Shares with respect to Grants issued under the Plan shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Committee; (ii) the Committee may make such changes to the Plan as may be necessary or appropriate to comply with the rules and regulations of any government authority or to obtain tax benefits applicable to stock options; Share is listed has been satisfied; and (iii) each grant Any other applicable provision of Options, Restricted Stock, Phantom Shares (or issuance of Shares in respect thereof) state, federal or DERs (or issuance of Shares in respect thereof), or other Grant under Section 12 (or issuance of Shares in respect thereof), is subject to the requirement that, if at any time the Committee determines, in its discretion, that the listing, registration or qualification of Shares issuable pursuant to the Plan is required by any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of Options, Shares of Restricted Stock, Phantom Shares, DERs, other Grants or other Shares, no payment shall be made, or Phantom Shares or Shares issued or grant of Restricted Stock or other Grant made, in whole or in part, unless listing, registration, qualification, consent or approval foreign law has been effected or obtained free of any conditions in a manner acceptable to the Committee. satisfied. 8 (b) Restrictions on Transfer. Transfer; Representations of Participant; Legends. Regardless of whether the offering and sale of Shares under the Plan has have been registered under the Securities Act or has been registered or qualified under the securities laws of any state, the Company may impose restrictions on upon the sale, pledge pledge, or other transfer of such Shares (including the placement of appropriate legends on stock certificates) if, in the judgment of the Company and its counsel, such restrictions are necessary or desirable in order to achieve compliance with the provisions of the Securities Act, the securities laws of any state state, or any other law. In If the event that the offering and/or sale of Shares under the Plan is not registered under the Securities Act and the Company determines that the registration requirements of the Securities Act apply but an exemption is available which requires an investment representation or other representation, each Grantee the Participant shall be required required, as a condition to acquiring such Shares, to represent that such Shares are being acquired for investment, and not with a view to the sale or distribution thereof, except in compliance with the Securities Act, and to make such other representations as are deemed necessary or appropriate by the Company and its counsel. Any determination by the Company and its counsel in connection with any of the matters set forth in this Section 17 shall be conclusive and binding on all persons. Without limiting the generality of Section 6, stock Stock certificates evidencing Shares acquired under the Plan pursuant to an unregistered transaction to which the Securities Act applies shall bear a restrictive legend, legend substantially in the following form, form and such other restrictive legends as are required or deemed advisable under the Plan or the provisions of any applicable law: "THE SALE OF THE SECURITIES REPRESENTED HEREBY HAS BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT"). "ACT"), OR THE SECURITIES LAWS OF ANY TRANSFER STATE OF SUCH THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES WILL MAY NOT BE INVALID UNLESS A TRANSFERRED, SOLD OR OFFERED FOR SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS IN EFFECT AS TO AND SUCH TRANSFER OR IN THE OPINION OF COUNSEL FOR THE ISSUER SUCH REGISTRATION IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT." LAWS. (c) Registration or Qualification of Securities. The Company may, but shall not be obligated to, register or qualify the issuance of Grants and/or the offering or sale of Shares under the Securities Act or any other applicable law. The Company shall not be obligated to take any affirmative action in order to cause the issuance of Grants or the sale of Shares under the Plan to comply with any law. (d) Exchange of Certificates. If, in the opinion of the Company and its counsel, any legend placed on a stock certificate representing Shares sold under issued pursuant to the Plan is no longer required, the Participant or the holder of such certificate shall be entitled to exchange such certificate for a certificate representing the same number of Shares but lacking such legend. (e) Certain Loans. Notwithstanding any other provision Determination of the Plan, the Company shall not be required to take or permit any action under the Plan or any Award Agreement which, in the good-faith Binding. Any determination of the Company, would result in a material risk of a violation by the Company of Section 13(k) and its counsel in connection with any of the Exchange Act. matters set forth in this Section 10 shall be conclusive and binding on all persons.
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Found in
Altair Engineering Inc. contract
Securities Law Requirements. (a) Legality of Issuance. The issuance of any No Shares pursuant to Grants under shall be issued upon the Plan and the issuance award of any Grant shall be contingent upon unless and until the following: Corporation has determined that: (i) it and the obligation Grantee have taken all actions required to register the award of the Company to sell Shares with respect to Grants issued under the Plan shall be subject Act, or to all perfect an exemption from the registration requirements thereof; (ii...) any applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Committee; (ii) the Committee may make such changes to the Plan as may be necessary or appropriate to comply with the rules and regulations listing requirement of any government authority or to obtain tax benefits applicable to stock options; exchange on which the Common Stock is listed has been satisfied; and (iii) each grant any other applicable provision of Options, Restricted Stock, Phantom Shares (or issuance of Shares in respect thereof) or DERs (or issuance of Shares in respect thereof), or other Grant under Section 12 (or issuance of Shares in respect thereof), is subject to the requirement that, if at any time the Committee determines, in its discretion, that the listing, registration or qualification of Shares issuable pursuant to the Plan is required by any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of Options, Shares of Restricted Stock, Phantom Shares, DERs, other Grants or other Shares, no payment shall be made, or Phantom Shares or Shares issued or grant of Restricted Stock or other Grant made, in whole or in part, unless listing, registration, qualification, consent or approval Federal law has been effected or obtained free of any conditions in a manner acceptable to the Committee. satisfied. (b) Restrictions on Transfer. Transfer; Representations of Grantee; Legends. Regardless of whether the offering and sale award of Shares under the Plan has been registered under the Act or has been registered or qualified under the securities laws of any state, the Company Corporation may impose restrictions on upon the sale, pledge or other transfer of such Shares (including the placement of appropriate legends on stock certificates) if, in the judgment of the Company Corporation and its counsel, such restrictions are necessary or desirable in order to achieve compliance with the provisions of the Act, the securities laws of any state or any other law. In the event that the sale award of Shares under the Plan is not registered under the Act but an exemption is available which requires an investment representation or other representation, each Grantee shall be required to represent that such Shares are being acquired for investment, and not with a view to the sale or distribution thereof, and to make such other representations as are deemed necessary or appropriate by the Company Corporation and its counsel. Any determination by the Company and its counsel in connection with any of the matters set forth in this Section 17 shall be conclusive and binding on all persons. Without limiting the generality of Section 6, stock Stock certificates evidencing Shares acquired under the Plan pursuant to an unregistered transaction shall bear a the following restrictive legend, substantially legend (or similar legend in the following form, discretion of the Administrator) and such other restrictive legends as are required or deemed advisable under the provisions of any applicable law: "THE SALE OF THE SECURITIES REPRESENTED HEREBY HAS BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. (THE "ACT"). ANY TRANSFER THESE SECURITIES HAVE BEEN ACQUIRED FOR 4 INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT AS TO SUCH TRANSFER OF 1933 OR IN THE AN OPINION OF COUNSEL FOR REASONABLY SATISFACTORY IN FORM AND CONTENT TO THE ISSUER THAT SUCH REGISTRATION IS UNNECESSARY IN ORDER FOR NOT REQUIRED UNDER SUCH TRANSFER TO COMPLY WITH THE ACT." Any determination by the Corporation and its counsel in connection with any of the matters set forth in this Section shall be conclusive and binding on all persons. (c) Registration or Qualification of Securities. The Company Corporation may, but shall not be obligated to, register or qualify the issuance of Grants and/or the sale award of Shares pursuant to the Plan under the Act or any other applicable law. The Company Corporation shall not be obligated to take any affirmative action in order to cause the issuance of Grants or the sale award of Shares under the Plan to comply with any law. (d) Exchange of Certificates. If, in the opinion of the Company Corporation and its counsel, any legend placed on a stock certificate representing Shares sold awarded under the Plan is no longer required, the holder of such certificate shall be entitled to exchange such certificate for a certificate representing the same number of Shares but lacking without such legend. (e) Certain Loans. Notwithstanding any other provision of the Plan, the Company shall not be required to take or permit any action under the Plan or any Award Agreement which, in the good-faith determination of the Company, would result in a material risk of a violation by the Company of Section 13(k) of the Exchange Act.
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Found in
PS Business Parks, Inc. contract
Securities Law Requirements. (a) Legality of Issuance. The issuance No Share shall be issued upon the exercise of any Option unless and until the Board has determined that: (i) The Company and the Participant have taken all actions required to register the Shares pursuant to Grants under the Plan and Securities Act, or to perfect an exemption from registration requirements of the issuance Securities Act, or to determine that the registration requirements of the Securities Act do not apply to such exercise; (ii) Any applicab...le listing requirement of any Grant shall be contingent upon stock exchange on which the following: (i) the obligation of the Company to sell Shares with respect to Grants issued under the Plan shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Committee; (ii) the Committee may make such changes to the Plan as may be necessary or appropriate to comply with the rules and regulations of any government authority or to obtain tax benefits applicable to stock options; and (iii) each grant of Options, Restricted Stock, Phantom Shares (or issuance of Shares in respect thereof) or DERs (or issuance of Shares in respect thereof), or other Grant under Section 12 (or issuance of Shares in respect thereof), Share is subject to the requirement that, if at any time the Committee determines, in its discretion, that the listing, registration or qualification of Shares issuable pursuant to the Plan is required by any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of Options, Shares of Restricted Stock, Phantom Shares, DERs, other Grants or other Shares, no payment shall be made, or Phantom Shares or Shares issued or grant of Restricted Stock or other Grant made, in whole or in part, unless listing, registration, qualification, consent or approval listed has been effected satisfied; and Altair Engineering Inc. 2001 Non-qualified Stock Option Plan 5 (iii) Any other applicable provision of state, federal or obtained free of any conditions in a manner acceptable to the Committee. foreign law has been satisfied. (b) Restrictions on Transfer. Transfer; Representations of Participant; Legends. Regardless of whether the offering and sale of Shares under the Plan has have been registered under the Securities Act or has been registered or qualified under the securities laws of any state, the Company may impose restrictions on upon the sale, pledge pledge, or other transfer of such Shares (including the placement of appropriate legends on stock certificates) if, in the judgment of the Company and its counsel, such restrictions are necessary or desirable in order to achieve compliance with the provisions of the Securities Act, the securities laws of any state state, or any other law. In If the event that the offering and/or sale of Shares under the Plan is not registered under the Securities Act and the Company determines that the registration requirements of the Securities Act apply but an exemption is available which requires an investment representation or other representation, each Grantee the Participant shall be required required, as a condition to acquiring such Shares, to represent that such Shares are being acquired for investment, and not with a view to the sale or distribution thereof, except in compliance with the Securities Act, and to make such other representations as are deemed necessary or appropriate by the Company and its counsel. Any determination by the Company and its counsel in connection with any of the matters set forth in this Section 17 shall be conclusive and binding on all persons. Without limiting the generality of Section 6, stock Stock certificates evidencing Shares acquired under the Plan pursuant to an unregistered transaction to which the Securities Act applies shall bear a restrictive legend, legend substantially in the following form, form and such other restrictive legends as are required or deemed advisable under the Plan or the provisions of any applicable law: "THE SALE OF THE THESE SECURITIES REPRESENTED HEREBY HAS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"). ANY TRANSFER OF SUCH SECURITIES WILL ("ACT"). THEY MAY NOT BE INVALID TRANSFERRED, SOLD OR OFFERED FOR SALE UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR IN THE OPINION OF COUNSEL FOR THE ISSUER EITHER SUCH REGISTRATION IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT." ACT OR THE REGISTRATION PROVISIONS OF THE ACT DO NOT APPLY TO SUCH PROPOSED TRANSFER. (c) Registration or Qualification of Securities. The Company may, but shall not be obligated to, register or qualify the issuance of Grants and/or the offering or sale of Shares under the Securities Act or any other applicable law. The Company shall not be obligated to take any affirmative action in order to cause the issuance of Grants or the sale of Shares under the Plan to comply with any law. (d) Exchange of Certificates. If, in the opinion of the Company and its counsel, any legend placed on a stock certificate representing Shares sold under issued pursuant to the Plan is no longer required, the Participant or the holder of such certificate shall be entitled to exchange such certificate for a certificate representing the same number of Shares but lacking such legend. (e) Certain Loans. Notwithstanding any other provision Determination of the Plan, the Company shall not be required to take or permit any action under the Plan or any Award Agreement which, in the good-faith Binding. Any determination of the Company, would result in a material risk of a violation by the Company of Section 13(k) and its counsel in connection with any of the Exchange Act. matters set forth in this Section 10 shall be conclusive and binding on all persons.
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Altair Engineering Inc. contract
Securities Law Requirements. (a) Legality of Issuance. The issuance No Share shall be issued upon the exercise of any Option unless and until the Board has determined that: (i) The Company and the Participant have taken all actions required to register the Shares pursuant to Grants under the Plan and Securities Act, or to perfect an exemption from registration requirements of the issuance Securities Act, or to determine that the registration requirements of the Securities Act do not apply to such exercise; (ii) Any applicab...le listing requirement of any Grant shall be contingent upon stock exchange on which the following: (i) the obligation of the Company to sell Shares with respect to Grants issued under the Plan shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Committee; (ii) the Committee may make such changes to the Plan as may be necessary or appropriate to comply with the rules and regulations of any government authority or to obtain tax benefits applicable to stock options; Share is listed has been satisfied; and (iii) each grant Any other applicable provision of Options, Restricted Stock, Phantom Shares (or issuance of Shares in respect thereof) state, federal or DERs (or issuance of Shares in respect thereof), or other Grant under Section 12 (or issuance of Shares in respect thereof), is subject to the requirement that, if at any time the Committee determines, in its discretion, that the listing, registration or qualification of Shares issuable pursuant to the Plan is required by any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of Options, Shares of Restricted Stock, Phantom Shares, DERs, other Grants or other Shares, no payment shall be made, or Phantom Shares or Shares issued or grant of Restricted Stock or other Grant made, in whole or in part, unless listing, registration, qualification, consent or approval foreign law has been effected or obtained free of any conditions in a manner acceptable to the Committee. satisfied. (b) Restrictions on Transfer. Transfer; Representations of Participant; Legends. Regardless of whether the offering and sale of Shares under the Plan has have been registered under the Securities Act or has been registered or qualified under the securities laws of any state, the Company may impose restrictions on upon the sale, pledge pledge, or other transfer of such Shares (including the placement of appropriate legends on stock certificates) if, in the judgment of the Company and its counsel, such restrictions are necessary or desirable in order to achieve compliance with the provisions of the Securities Act, the securities laws of any state state, or any other law. In If the event that the offering and/or sale of Shares under the Plan is not registered under the Securities Act and the Company determines that the registration requirements of the Securities Act apply but an exemption is available which requires an investment representation or other representation, each Grantee the Participant shall be required required, as a condition to acquiring such Shares, to represent that such Shares are being acquired for investment, and not with a view to the sale or distribution thereof, except in compliance with the Securities Act, and to make such other representations as are deemed necessary or appropriate by the Company and its counsel. Any determination by the Company and its counsel in connection with any of the matters set forth in this Section 17 shall be conclusive and binding on all persons. Without limiting the generality of Section 6, stock Stock certificates evidencing Shares acquired under the Plan pursuant to an unregistered transaction to which the Securities Act applies shall bear a restrictive legend, legend substantially in the following form, form and such other restrictive legends as are required or deemed advisable under the Plan or the provisions of any applicable law: "THE SALE OF THE THESE SECURITIES REPRESENTED HEREBY HAS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"). ANY TRANSFER OF SUCH SECURITIES WILL ("ACT"). THEY MAY NOT BE INVALID TRANSFERRED, SOLD OR OFFERED FOR SALE UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR IN THE OPINION OF COUNSEL FOR THE ISSUER EITHER SUCH REGISTRATION IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT." ACT OR THE REGISTRATION PROVISIONS OF THE ACT DO NOT APPLY TO SUCH PROPOSED TRANSFER. 7 (c) Registration or Qualification of Securities. The Company may, but shall not be obligated to, register or qualify the issuance of Grants and/or the offering or sale of Shares under the Securities Act or any other applicable law. The Company shall not be obligated to take any affirmative action in order to cause the issuance of Grants or the sale of Shares under the Plan to comply with any law. (d) Exchange of Certificates. If, in the opinion of the Company and its counsel, any legend placed on a stock certificate representing Shares sold under issued pursuant to the Plan is no longer required, the Participant or the holder of such certificate shall be entitled to exchange such certificate for a certificate representing the same number of Shares but lacking such legend. (e) Certain Loans. Notwithstanding any other provision Determination of the Plan, the Company shall not be required to take or permit any action under the Plan or any Award Agreement which, in the good-faith Binding. Any determination of the Company, would result in a material risk of a violation by the Company of Section 13(k) and its counsel in connection with any of the Exchange Act. matters set forth in this Section 10 shall be conclusive and binding on all persons.
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Altair Engineering Inc. contract
