Common use of Issuance of Shares in Compliance with Law Clause in Contracts

Issuance of Shares in Compliance with Law. The issuance of the Shares shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. No Shares shall be issued hereunder if their issuance would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any Shares shall relieve the Company of any liability in respect of the failure to issue such Shares as to which such requisite authority shall not have been obtained. As a condition to the issuance of the Shares, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

Appears in 41 contracts

Samples: Restricted Stock Agreement (Accredited Home Lenders Holding Co), Restricted Stock Agreement (Accredited Home Lenders Holding Co), Restricted Stock Award Agreement (Rae Systems Inc)

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Issuance of Shares in Compliance with Law. The issuance of the Shares shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. No Shares shall be issued hereunder if their issuance would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s 's legal counsel to be necessary to the lawful issuance of any Shares shall relieve the Company of any liability in respect of the failure to issue such Shares as to which such requisite authority shall not have been obtained. As a condition to the issuance of the Shares, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

Appears in 11 contracts

Samples: Restricted Stock Agreement (Globalstar, Inc.), Restricted Stock Agreement (Zeltiq Aesthetics Inc), Option Agreement (Aastrom Biosciences Inc)

Issuance of Shares in Compliance with Law. The issuance of the Shares shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. No Shares shall be issued hereunder if their issuance would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock Shares may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any Shares shall relieve the Company of any liability in respect of the failure to issue such Shares as to which such requisite authority shall not have been obtained. As a condition to the issuance of the Shares, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

Appears in 8 contracts

Samples: Restricted Stock Agreement (Hain Celestial Group Inc), Restricted Stock Agreement (Everi Holdings Inc.), Restricted Stock Agreement (Hain Celestial Group Inc)

Issuance of Shares in Compliance with Law. The issuance of the Shares shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. No Shares shall be issued hereunder if their issuance would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any Shares shall relieve the Company of any liability in respect of the failure to issue such Shares as to which such requisite authority shall not have been obtained. As a condition to the issuance of the Shares, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company. Within 90 days after the Date of Grant, the Company shall register under the Securities Act of 1933 and other applicable laws the Shares granted under this Award for reoffer and resale by the Participant on a Form X-0, Xxxx X-0 or other appropriate registration statement which shall remain effective for so long as the Participant shall own the Shares.

Appears in 4 contracts

Samples: Invitrogen Corporation (Invitrogen Corp), Restricted Stock Agreement (Invitrogen Corp), Invitrogen Corporation (Invitrogen Corp)

Issuance of Shares in Compliance with Law. The issuance of the Shares Stock, if any, shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. No Shares Stock shall be issued hereunder if their its issuance would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any Shares Stock shall relieve the Company of any liability in respect of the failure to issue such Shares Stock as to which such requisite authority shall not have been obtained. As a condition to the issuance of the SharesStock, if any, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

Appears in 3 contracts

Samples: Restricted Stock Units Agreement (Granite Construction Inc), Restricted Stock Units Agreement (Granite Construction Inc), Restricted Stock Unit Agreement (Granite Construction Inc)

Issuance of Shares in Compliance with Law. The issuance of the Shares shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. No Shares shall be issued hereunder if their issuance would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any Shares shall relieve the Company of any liability in respect of the failure to issue such Shares as to which such requisite authority shall not have been obtained. As a condition to the issuance of the Shares, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company. Uncertificated Shares shall be accompanied by a notation on the records of the Company or the transfer agent to the effect that they are subject to forfeiture until such Shares are vested as provided herein.

Appears in 3 contracts

Samples: Restricted Stock Agreement (Resource REIT, Inc.), Restricted Stock Agreement (Resource REIT, Inc.), Restricted Stock Agreement (Resource REIT, Inc.)

Issuance of Shares in Compliance with Law. The issuance of the Shares shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. No Shares shall be issued hereunder if their issuance would constitute a violation of any applicable federal, state state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock stock may then be listed. The inability of the Company Corporation to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the CompanyCorporation’s legal counsel to be necessary to the lawful issuance of any Shares shall relieve the Company Corporation of any liability in respect of the failure to issue such Shares as to which such requisite authority shall not have been obtained. As a condition to the issuance of the Shares, the Company Corporation may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the CompanyCorporation.

Appears in 2 contracts

Samples: Employment Agreement (Advaxis, Inc.), Employment Agreement (Advaxis, Inc.)

Issuance of Shares in Compliance with Law. The issuance of the Shares shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. No Shares shall be issued hereunder if their issuance would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Common Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any Shares shall relieve the Company of any liability in respect of the failure to issue such Shares as to which such requisite authority shall not have been obtained. As a condition to the issuance of the Shares, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

Appears in 2 contracts

Samples: Restricted Stock Agreement (PDL Biopharma, Inc.), Inducement Restricted Stock Agreement (PDL Biopharma, Inc.)

Issuance of Shares in Compliance with Law. The issuance of the Shares shall be subject to compliance with all applicable requirements of United States federal, state or foreign law and Local Law with respect to such securities. No Shares shall be issued or vested hereunder if their issuance issuance/vesting would constitute a violation of any applicable United States federal, state or foreign securities laws and Local Law or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, or the impracticability of doing so, deemed by the Company’s legal counsel to be necessary to the lawful issuance or vesting of any Shares (or the removal of any applicable restrictions) shall relieve the Company of any liability in respect of the failure to issue such Shares (or remove the applicable restrictions) as to which such requisite authority shall not have been obtained. As a condition to the issuance issuance/vesting of the Shares, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

Appears in 1 contract

Samples: Restricted Stock Agreement (Magnachip Semiconductor LLC)

Issuance of Shares in Compliance with Law. The issuance of the Shares Stock, if any, shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. No Shares Stock shall be issued hereunder if their its issuance would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any Shares Stock shall relieve the Company of any liability in respect of the failure to issue such Shares Stock as to which such requisite authority shall not have been obtained. As a condition to the issuance of the SharesStock, if any, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Granite Construction Inc)

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Issuance of Shares in Compliance with Law. The issuance of the Shares shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. No Shares shall be issued hereunder if their issuance would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any Shares shall relieve the Company of any liability in respect of the failure Legal/Stock Administration/Plan Document/2008 Plan/Agreements/RSA Agreements/Restricted Stock Award Agreement Non-Employee_2014 to xxx.docx Exhibit 10.10 to issue such Shares as to which such requisite authority shall not have been obtained. As a condition to the issuance of the Shares, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

Appears in 1 contract

Samples: Restricted Stock Agreement (Ross Stores Inc)

Issuance of Shares in Compliance with Law. The issuance of the Shares Stock, if any, shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. No Shares Stock shall be issued hereunder if their its issuance would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any Shares Stock shall relieve the Company of any liability in respect of the failure to issue such Shares Stock as to which such requisite authority shall not have been obtained. As a condition to the issuance of the SharesStock, if any, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.. LTIP Award 2021 Equity Incentive Plan

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Granite Construction Inc)

Issuance of Shares in Compliance with Law. The issuance of the Shares shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. No Shares shall be issued hereunder if their issuance would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock Shares may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any Shares shall relieve the Company of any liability in respect of the failure to issue such Shares as to which such requisite authority shall not have been obtained. As a condition to the issuance of the Shares, the Company may require the Participant Director to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

Appears in 1 contract

Samples: Restricted Stock Agreement (Hain Celestial Group Inc)

Issuance of Shares in Compliance with Law. The issuance of the Shares Stock, if any, shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. No Shares Stock shall be issued hereunder if their its issuance would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any Shares Stock shall relieve the Company of any liability in respect of the failure to issue such Shares Stock as to which such requisite authority shall not have been obtained. As a condition to the issuance of the SharesStock, if any, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.. D.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Granite Construction Inc)

Issuance of Shares in Compliance with Law. The issuance of the Shares Stock, if any, shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. No Shares Stock shall be issued hereunder if their its issuance would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s 's legal counsel to be necessary to the lawful issuance of any Shares Stock shall relieve the Company of any liability in respect of the failure to issue such Shares Stock as to which such requisite authority shall not have been obtained. As a condition to the issuance of the SharesStock, if any, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Granite Construction Inc)

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