Securities Laws Contract Clauses (601)

Securities Laws. The Committee may from time to time impose any conditions on the Shares issuable with respect to Restricted Stock Units as it deems necessary or advisable to ensure that the Plan satisfies the conditions of Rule 16b-3, and that Shares are issued and resold in compliance with the Securities Act of 1933, as amended.

Securities Laws. The Company may condition delivery of Shares for any vested Performance Share Units upon the prior receipt from the Grantee of any undertakings which it may determine are required to assure that the Shares are being issued in compliance with federal and state securities laws.

Securities Laws. SRS acknowledges that it is aware, and will advise each SRS Investment Professional who receives Confidential Information pursuant to Section 8(b), that United States securities laws prohibit any Person who has received material, non-public information from purchasing or selling securities on the basis of such information or from communicating such information to any other Person under circumstances in which it is reasonably foreseeable that such Person may trade securities on the basis of such ...information. SRS agrees that neither it nor its investment professionals will use or communicate any Confidential Information in violation of such laws. SRS maintains customary policies and procedures designed to prevent unauthorized disclosure and use of material, non-public information. As long as the Applicable Directors (or any Replacement thereof that is an Affiliate of SRS) are on the Board, SRS shall not purchase or sell, directly or indirectly, any securities of the Company during any blackout periods applicable to all directors under the Company's insider trading policy; provided, however, that nothing herein shall prohibit SRS or Mr. Sarma (solely in his capacity as an advisor, director, general partner or manager of SRS or any affiliated fund) from purchasing or selling any securities of the Company pursuant to a 10b5-1 trading plan that complies with Rule 10b5-1 under the Exchange Act and that is not adopted during any such blackout period. The Company agrees to notify SRS of the opening and closing of any such blackout periods. The restrictions contained in the Company's policies and procedures applicable to the Applicable Directors (in their capacity as such) on pledging or making purchases on margin of, or entering into derivative or hedging arrangements (including options) with respect to, securities of the Company, which transactions are otherwise in compliance with applicable law and this Agreement, shall not be deemed to apply to SRS or Mr. Sarma (solely in his capacity as an advisor, director, general partner or manager of SRS or any affiliated fund). View More

Securities Laws. Holder represents to the Company that the resale of any shares of Common Stock issued pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements of federal and state securities laws, rules, and regulations (including, without limitation, the provisions of the Securities Act of 1933, the Securities Exchange Act of 1934 and the respective rules and regulations promulgated thereunder) and any other law, rule, or regulation applicable thereto, as such laws, ru...les, and regulations may be amended from time to time. View More

Securities Laws. This Sub-Plan shall be subject to all applicable law. The Board shall be entitled to require Participants to comply with such applicable law as may be necessary. Furthermore, the grants of any Award under the Sub-Plan shall be subject to the procurement by the Company or its Affiliates of all approvals and permits required by regulatory authorities having jurisdiction over this Sub-Plan and the Awards granted hereunder. This Addendum is adopted and effective as of September 21, 2018. B-5 EX-10.1... 2 d729313dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 TRANSENTERIX, INC. AMENDED AND RESTATED INCENTIVE COMPENSATION PLAN Amended and Restated as of April 24, 2019 TRANSENTERIX, INC. AMENDED AND RESTATED INCENTIVE COMPENSATION PLAN 1. Purpose 1 2. Definitions 1 3. Administration of the Plan 5 4. Shares Subject to Plan 6 5. Limitation on Number of Shares Subject to Awards to Non-Employee Directors 7 6. Specific Terms of Awards 7 7. Certain Provisions Applicable to Awards 11 8. Impact of Termination of Employment Events 12 9. Dissolution or Liquidation; Change in Control 13 10. General Provisions 16 EXHIBIT A A-1 EXHIBIT B B-1 i TRANSENTERIX, INC. AMENDED AND RESTATED INCENTIVE COMPENSATION PLAN 1. Purpose. The purpose of this Amended and Restated Incentive Compensation Plan, as amended from time to time (the "Plan"), is to assist TransEnterix, Inc., a Delaware corporation (the "Company") and its Subsidiaries (as hereinafter defined) to attract, motivate, retain and reward high-quality executives and other employees, officers, directors, consultants and other persons who provide services to the Company or its Subsidiaries by enabling such persons to acquire or increase an ownership interest in the Company in order to strengthen the mutuality of interests between such persons and the Company's stockholders, and providing such persons with incentives to expend their maximum efforts in the creation of stockholder value. View More

Securities Laws. The Participant agrees that the obligation of the Company to issue Common Stock upon vesting of the Restricted Stock Unit Award shall also be subject, as conditions precedent, to compliance with applicable provisions of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, state securities or corporation laws, rules and regulations under any of the foregoing and applicable requirements of any securities exchange upon which the Company's securities shall be list...ed. View More

Securities Laws. This Sub-Plan shall be subject to all applicable law. The Board shall be entitled to require Participants to comply with such applicable law as may be necessary. Furthermore, the grants of any Award under the Sub-Plan shall be subject to the procurement by the Company or its Affiliates of all approvals and permits required by regulatory authorities having jurisdiction over this Sub-Plan and the Awards granted hereunder. This Addendum is adopted and is effective as of November 13, 2018. * * * * *... * * 4 EX-10.8.1 3 trxc-ex1081_637.htm EX-10.8.1 trxc-ex1081_637.htm Exhibit 10.8.1 TRANSENTERIX, INC. ISRAELI SUB-PLAN TO AMENDED AND RESTATED INCENTIVE COMPENSATION PLAN 1. Special Provisions for Persons Who are Israeli Taxpayers 1.1This Israeli Sub-Plan (the "Sub-Plan") to TRANSENTERIX, INC.'s Amended and Restated Incentive Compensation Plan (the "Plan"), is made and entered effective as of September 21, 2018 (the "Effective Date"). 1.2The provisions specified hereunder apply only to Awards granted to persons who are subject to taxation by the State of Israel. 1.3The purpose of this Sub-Plan is to establish certain rules and limitations applicable to Awards that may be granted under the Sub-Plan to Participants from time to time, in compliance with applicable laws (including securities laws) currently in force in the State of Israel. Except as otherwise provided by this Sub-Plan, all Awards granted pursuant to this Sub-Plan shall be governed by the terms of the Plan. This Sub-Plan is applicable only to Awards granted after the Effective Date. 1.4This Sub-Plan complies with, and is subject to, the ITO (as such term is defined below) and Section 102 (as such term is defined below). 1.5The Plan and this Sub-Plan shall be read together. In any case of contradiction, whether explicit or implied, between the provisions of this Sub-Plan and the Plan, the provisions of this Sub-Plan shall govern. View More

Securities Laws. Upon the acquisition of any Shares pursuant to the lapse of restrictions provided for under this Agreement, the Participant will make written representations, warranties and agreements as the Committee may reasonably request to comply with applicable securities laws or with this Agreement.

Securities Laws. If a Registration Statement under the U.S. Securities Act of 1933, as amended, is not in effect with respect to the shares of Stock to be delivered pursuant to this Agreement, you hereby represent that you are acquiring the shares of Stock for investment and with no present intention of selling or transferring them and that you will not sell or otherwise transfer the shares except in compliance with all applicable securities laws and requirements of any stock exchange on which the shares of Stoc...k may then be listed. View More

Securities Laws. The Company may from time to time impose any conditions on the Deferred Shares or the shares of Common Stock underlying the Deferred Shares as it deems necessary or advisable to ensure that the Plan satisfies the conditions of Rule 16b-3 or other applicable laws.