Common use of Listing, Registration and Compliance with laws and Regulations Clause in Contracts

Listing, Registration and Compliance with laws and Regulations. Each Option shall be subject to the requirement that if at any time the Board shall determine, in its discretion, that the listing, registration or qualification of the shares subject to the Option upon any securities exchange or under any state or federal securities or other law or regulation, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition to or in connection with the granting of such Option or the issue or purchase of shares thereunder, no such Option may be exercised or paid in Common Stock in whole or in part unless such listing, registration, qualification, consent or approval (a "Required Listing") shall have been effected or obtained, and the holder of the Option will supply the Company with such certificates, representations and information as the Company shall request which are reasonably necessary or desirable in order for the Company to obtain such Required Listing, and shall otherwise cooperate with the Company in obtaining such Required Listing. In the case of officers and other persons subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, the Board may at any time impose any limitations upon the exercise of an Option which, in the Board's discretion, are necessary or desirable in order to comply with Section 16(b) and the rules and regulations thereunder. If the Company, as part of an offering of securities or otherwise, finds it desirable because of federal or state regulatory requirements to reduce the period during which any Options may be exercised, the Board may, in its discretion and without the consent of the holders of any such Options, so reduce such period on not less than 15 days' written notice to the holders thereof.

Appears in 5 contracts

Samples: Stock Agreement (Therma Wave Inc), Executive Stock Agreement (Therma Wave Inc), Executive Stock Agreement (Therma Wave Inc)

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Listing, Registration and Compliance with laws and Regulations. Each Option All Common Stock and/or Options issued pursuant to this Plan shall be subject to the requirement that if at any time the Board shall determine, in its discretion, that the listing, registration or qualification of the shares subject to the Option upon any securities exchange or under any state or federal securities or other law or regulation, regulation of such Common Stock or any Shares subject to such Option or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition to or in connection with the granting issuance hereunder of such Option Common Stock or the issue issuance or purchase exercise of shares thereundersuch Options, no such Common Stock or Option may be issued or exercised or paid in Common Stock in whole or in part (as the case may be) unless such listing, registration, qualification, consent or approval (a "Required Listing") shall have been effected or obtained, and obtained free of any conditions not acceptable to the holder Board. The recipient of the such Common Stock or Option will supply the Company with such certificates, representations and information as the Company shall request which are reasonably necessary or desirable in order for the Company to obtain such Required Listing, and shall otherwise cooperate with the Company in obtaining such Required Listinglisting, registration, qualification, consent or approval. In the case of officers and other persons subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, the Board may at any time impose any limitations upon the exercise of an Option whichthat, in the Board's discretion, are necessary or desirable in order to comply with such Section 16(b) and the rules and regulations thereunder. If the Company, as part of an offering of securities or otherwise, finds it desirable because of federal or state regulatory requirements to reduce the period during which any Options may be exercised, the Board may, in its discretion and without the consent of the holders of any such Optionsholders' consent, so reduce such period on not less than 15 10 days' written notice to the holders thereof. Nothing contained herein shall obligate the Company to register any Common Stock or other securities under any federal or state securities laws.

Appears in 2 contracts

Samples: Pca Valdosta Corp, Pca Valdosta Corp

Listing, Registration and Compliance with laws and Regulations. Each Option All Ordinary Shares and/or Convertible Shares issued pursuant to this Plan shall be subject to the requirement that if at any time the Board shall determine, in its discretion, that the listing, registration or qualification of the shares subject to the Option upon any securities exchange or under any state or federal securities or other law or regulation, regulation of such Ordinary Shares or any Convertible Shares or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition to or in connection with the granting issuance or conversion hereunder of such Option Ordinary Shares or the issue or purchase of shares thereunderConvertible Shares, no such Option Ordinary Shares or Convertible Shares may be exercised issued or paid in Common Stock in whole or in part converted (as the case may be) unless such listing, registration, qualification, consent or approval (a "Required Listing") shall have been effected or obtainedobtained free of any conditions not acceptable to the Board acting in good faith; PROVIDED that to the extent such issuance or conversion is prohibited or delayed as a result thereof, and any time limit on issuance or conversion expiring during such prohibited period shall automatically be extended until the holder 30th day after the expiration of the Option such period. The recipient of such Ordinary Shares or Convertible Shares will supply the Company with such certificates, representations and information as the Company shall request which are reasonably necessary or desirable in order for the Company to obtain such Required Listing, and shall otherwise cooperate with the Company in obtaining such Required Listinglisting, registration, qualification, consent or approval. In the case of officers and other persons subject to Section 16(b) of the Securities Exchange Act of 1934xxxxxxx xxxxxxx or short swing profits laws, as amendedrules or regulations, the Board may at any time impose any limitations upon the exercise conversion of an Option which, in the Board's discretion, Convertible Shares that are necessary or desirable in order to comply with Section 16(b) such xxxxxxx xxxxxxx and the short swing profits laws, rules and regulations thereunderregulations. If the Company, as part of an offering of securities or otherwise, finds it desirable because of federal or state regulatory requirements to reduce the period during which any Options Convertible Shares may be exercisedconverted, the Board may, in its discretion and without the consent of the holders of any such Optionsholders' consent, so reduce such period on not less than 15 10 days' written notice to the holders thereof. Without limiting rights that any Participant has pursuant to any other agreement to which such Participant is a party, nothing contained herein shall obligate the Company to register any Ordinary Shares, Convertible Shares or other securities under applicable securities laws.

Appears in 1 contract

Samples: MDCP Acquisitions I

Listing, Registration and Compliance with laws and Regulations. Each Option Options shall be subject to the requirement that if at any time the Board Committee shall determine, in its discretion, that the listing, registration or qualification of the shares subject to the Option Options upon any securities exchange or under any state or federal securities or other law or regulation, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition to or in connection with the granting of such Option the Options or the issue issuance or purchase of shares thereunder, no such Option Options may be exercised granted or paid in Common Stock exercised, in whole or in part part, unless such listing, registration, qualification, consent or approval (a "Required Listing") shall have been effected or obtained, and obtained free of any conditions not acceptable to the holder Committee. The holders of the Option will such Options shall supply the Company with such certificates, representations and information as the Company shall request which are reasonably necessary or desirable in order for the Company to obtain such Required Listing, and shall otherwise cooperate with the Company in obtaining such Required Listinglisting, registration, qualification, consent or approval. In the case of officers and other persons Persons subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, the Board Committee may at any time impose any limitations upon the exercise of an Option whichthat, in the BoardCommittee's discretion, are necessary or desirable in order to comply with such Section 16(b) and the rules and regulations thereunder. If the Company, as part of an offering of securities or otherwise, finds it desirable because of federal or state regulatory requirements to reduce the period during which any Options may be exercised, the Board Committee, may, in its discretion and without the consent of the holders of any such OptionsParticipant's consent, so reduce such period on not less than 15 days' days written notice to the holders thereof.

Appears in 1 contract

Samples: Plan and Agreement (Gundle SLT Environmental Inc)

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Listing, Registration and Compliance with laws and Regulations. Each Option Options shall be subject to the requirement that if at any time the Board Committee shall determine, in its discretion, that the listing, registration or qualification of the shares subject to the Option Options upon any securities exchange or under any state state, federal, or federal foreign securities or other law or regulation, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition to or in connection with the granting of such Option the Options or the issue issuance or purchase of shares thereunder, no such Option Options may be exercised granted or paid in Common Stock exercised, in whole or in part part, unless such listing, registration, qualification, consent or approval (a "Required Listing") shall have been effected or obtained, and obtained free of any conditions not acceptable to the holder Committee. The holders of the Option will such Options shall supply the Company with such certificates, representations and information as the Company shall request which are reasonably necessary or desirable in order for the Company to obtain such Required Listing, and shall otherwise cooperate with the Company in obtaining such Required Listinglisting, registration, qualification, consent or approval. In the case of officers and other persons Persons subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, the Board Committee may at any time impose any limitations upon the exercise of an Option whichthat, in the Board's ’s discretion, are necessary or desirable in order to comply with such Section 16(b) and the rules and regulations thereunder. If the Company, as part of an offering of securities or otherwise, finds it desirable because of federal federal, state, or state foreign regulatory requirements to reduce the period during which any Options may be exercised, the Board Committee, may, in its discretion and without the consent of the holders of any such OptionsParticipant’s consent, so reduce such period on not less than 15 days' days written notice to the holders thereof.

Appears in 1 contract

Samples: Stock Option Agreement (Si International Inc)

Listing, Registration and Compliance with laws and Regulations. Each Option shall be subject to the requirement that if at any time the Board Committee shall determine, in its discretion, that the listing, registration or qualification of the shares subject to the Option upon any securities exchange or under any federal, state or federal foreign securities or other law or regulation, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition to or in connection with the granting of such Option or the issue or purchase of shares thereunder, no such Option may be exercised or paid in shares of Common Stock in whole or in part unless such listing, registration, qualification, consent or approval (a "Required Listing") shall have been effected or obtained, and the holder of the each such Option will supply the Company with such certificates, representations and information as the Company shall request which are reasonably necessary or desirable in order for the Company to obtain such Required Listing, and shall otherwise cooperate with the Company in obtaining such Required Listing. In the case of officers and other persons subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, the Board Committee may at any time impose any limitations upon the exercise of an Option which, in the Board's Committee’s discretion, are necessary or desirable in order to comply with Section 16(b) and the rules and regulations thereunder. If the Company, as part of an offering of securities or otherwise, finds it desirable because of federal federal, state or state foreign regulatory requirements to reduce the period during which any Options Option may be exercised, the Board Committee may, in its discretion and without the consent of the holders of any such OptionsOption, so reduce such period on not less than 15 days' written notice to the holders thereof.

Appears in 1 contract

Samples: Option Rollover Agreement (Datto Holding Corp.)

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