Common use of Securities Matters Clause in Contracts

Securities Matters. The Company shall be under no obligation to effect the registration pursuant to the Securities Act of 1933, as amended (the “1933 Act”) of any interests in the Plan or any shares of Common Stock to be issued thereunder or to effect similar compliance under any state laws. The Company shall not be obligated to cause to be issued any shares, whether by means of stock certificates or appropriate book entries, unless and until the Company is advised by its counsel that the issuance of such shares is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Common Stock are traded. The Board of Directors may require, as a condition of the issuance of shares of Common Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that any certificates bear such legends and any book entries be subject to such electronic coding, as the Board of Directors, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Common Stock, if and when issued, may be “restricted securities,” as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is available.

Appears in 51 contracts

Samples: Restricted Stock Grant Agreement (Baltic Trading LTD), Restricted Stock Grant Agreement (Baltic Trading LTD), Director Restricted Stock Grant Agreement (Baltic Trading LTD)

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Securities Matters. The Company shall be under no obligation to effect the registration pursuant to the Securities Act of 1933, as amended (the “1933 Act”) of any interests in the Plan or any shares of Common Stock to be issued thereunder or to effect similar compliance under any state laws. The Company shall not be obligated to cause to be issued any shares, whether by means of stock certificates or appropriate book entries, unless and until the Company is advised by its counsel that the issuance of such shares is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Common Stock are traded. The Board of Directors Committee may require, as a condition of the issuance of shares of Common Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that any certificates bear such legends and any book entries be subject to such electronic codingcoding or stop order, as the Board of DirectorsCommittee, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Common Stock, if and when issued, may be “restricted securities,” as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is available.

Appears in 36 contracts

Samples: Restricted Stock Grant Agreement (General Maritime Corp / MI), Restricted Stock Grant Agreement (General Maritime Corp/), Restricted Stock Grant Agreement (General Maritime Corp/)

Securities Matters. The Company shall be under no obligation to effect the registration pursuant to the Securities Act of 1933, as amended (the “1933 Act”) of any interests in the Plan or any shares of Common Stock to be issued thereunder or to effect similar compliance under any state laws. The Company shall not be obligated to cause to be issued any shares, whether by means of stock certificates or appropriate book entries, unless and until the Company is advised by its counsel that the issuance of such shares is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Common Stock are traded. The Board of Directors Administrator may require, as a condition of the issuance of shares of Common Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that any certificates bear such legends and any book entries be subject to such electronic coding, as the Board of DirectorsAdministrator, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Common Stock, if and when issued, may be “restricted securities,” as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is available.

Appears in 33 contracts

Samples: Performance Prsu Grant Agreement (Genco Shipping & Trading LTD), Performance Prsu Grant Agreement (Genco Shipping & Trading LTD), Performance Prsu Grant Agreement (Genco Shipping & Trading LTD)

Securities Matters. The Company shall be under no obligation to effect the registration pursuant to the Securities Act of 1933, as amended (the “1933 Act”) of any interests in the Plan or any shares of Common Stock to be issued thereunder or to effect similar compliance under any state laws. The Company shall not be obligated to cause to be issued or delivered any shares, whether by means certificates evidencing shares of stock certificates or appropriate book entries, Common Stock pursuant hereto unless and until the Company is advised by its counsel that the issuance and delivery of such shares certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Common Stock are traded. The Board of Directors Committee may require, as a condition of the issuance and delivery of certificates evidencing shares of Common Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that any such certificates bear such legends and any book entries be subject to such electronic codinglegends, as the Board of DirectorsCommittee, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Common Stock, if and when issued, may be “restricted securities,” as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is available.

Appears in 11 contracts

Samples: Restricted Stock Grant Agreement (General Maritime Corp/), Restricted Stock Grant Agreement (General Maritime Corp/), Restricted Stock Grant Agreement (General Maritime Corp/)

Securities Matters. (a) The Company shall be under no obligation to effect the registration pursuant to the Securities Act of 1933, as amended (the "1933 Act") of any interests in the Plan or any shares of Common Stock to be issued thereunder or to effect similar compliance under any state laws. The Company shall not be obligated to cause to be issued or delivered any shares, whether by means certificates evidencing shares of stock certificates or appropriate book entries, Common Stock pursuant hereto unless and until the Company is advised by its counsel that the issuance and delivery of such shares certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Common Stock are traded. The Board of Directors Committee may require, as a condition of the issuance and delivery of certificates evidencing shares of Common Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that any such certificates bear such legends and any book entries be subject to such electronic codinglegends, as the Board of DirectorsCommittee, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Common Stock, if and when issuedissued upon exercise of the Option, may be "restricted securities," as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is available.

Appears in 11 contracts

Samples: Agreement (General Maritime Corp/), Agreement (General Maritime Ship Holdings LTD), General Maritime Corp/

Securities Matters. (a) The Company shall be under no obligation to effect the registration pursuant to the Securities Act of 1933, as amended (the “1933 Act”) of any interests in the Plan or any shares of Common Stock to be issued thereunder or to effect similar compliance under any state laws. The Company shall not be obligated to cause to be issued or delivered any shares, whether by means certificates evidencing shares of stock certificates or appropriate book entries, Common Stock pursuant hereto unless and until the Company is advised by its counsel that the issuance and delivery of such shares certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Common Stock are traded. The Board of Directors Committee may require, as a condition of the issuance and delivery of certificates evidencing shares of Common Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that any such certificates bear such legends and any book entries be subject to such electronic codinglegends, as the Board of DirectorsCommittee, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Common Stock, if and when issuedissued upon exercise of the Option, may be “restricted securities,” as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is available.

Appears in 9 contracts

Samples: Stock Option Agreement for Non Employee Directors (General Maritime Corp/), Stock Option Agreement for Non Employee Directors (General Maritime Corp/), Incentive Stock Option Grant Certificate (General Maritime Corp/)

Securities Matters. The Company shall be under no obligation to effect the registration pursuant to the Securities Act of 1933, as amended (the “1933 Act”) of any interests in the Plan or any shares of Common Stock to be issued thereunder or to effect similar compliance under any state laws. The Company shall not be obligated to cause to be issued any shares, whether by means of stock certificates or appropriate book entries, unless and until the Company is advised by its counsel that the issuance of such shares is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Common Stock are traded. The Board of Directors may require, as a condition of the issuance of shares of Common Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that any certificates bear such legends and any book entries be subject to such electronic coding, as the Board of Directors, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Common Stock, if and when issued, may be “restricted securities,” as that term is defined in Rule 144 under the 1933 Securities Act of 1933, as amended and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is available.

Appears in 7 contracts

Samples: Award Agreement (Genco Shipping & Trading LTD), Award Agreement (Genco Shipping & Trading LTD), Restricted Stock Unit Agreement (Genco Shipping & Trading LTD)

Securities Matters. The Company shall be under no obligation to effect the registration pursuant to the Securities Act of 1933, as amended (the “1933 Act”) of any interests in the Plan or any shares of Common Stock to be issued thereunder or to effect similar compliance under any state laws. The Company shall not be obligated to cause to be issued or delivered any shares, whether by means certificates evidencing shares of stock certificates or appropriate book entries, Common Stock pursuant hereto unless and until the Company is advised by its counsel that the issuance and delivery of such shares certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Common Stock are traded. The Board of Directors may require, as a condition of the issuance and delivery of certificates evidencing shares of Common Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that any such certificates bear such legends and any book entries be subject to such electronic codinglegends, as the Board of Directors, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Common Stock, if and when issued, may be “restricted securities,” as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is available.

Appears in 5 contracts

Samples: Officer Restricted Stock Grant Agreement (Genco Shipping & Trading LTD), Director Restricted Stock Grant Agreement (Genco Shipping & Trading LTD), Restricted Stock Grant Agreement (Genco Shipping & Trading LTD)

Securities Matters. The Company shall be under no obligation to effect the registration pursuant to the Securities Act of 1933, as amended (the "1933 Act") of any interests in the Plan Program or any shares of Common Stock to be issued thereunder or to effect similar compliance under any state laws. The Company shall not be obligated to cause to be issued any shares, whether by means of stock certificates or appropriate book entries, unless and until the Company is advised by its counsel that the issuance of such shares is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Common Stock are traded. The Board of Directors Committee may require, as a condition of the issuance of shares of Common Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that any certificates bear such legends and any book entries be subject to such electronic codingcoding or stop order, as the Board of DirectorsCommittee, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Common Stock, if and when issued, may be "restricted securities," as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is available.

Appears in 5 contracts

Samples: Phantom Stock Unit Agreement (Vishay Intertechnology Inc), Restricted Stock Unit Agreement (Vishay Intertechnology Inc), Restricted Stock Unit Agreement (Vishay Intertechnology Inc)

Securities Matters. The Company shall be under no obligation to effect the registration pursuant to the Securities Act of 1933, as amended (the “1933 Act”) of any interests in the Plan or any shares of Common Stock Shares to be issued thereunder or to effect similar compliance under any state laws. The Company shall not be obligated to cause to be issued any sharesShares, whether by means of stock certificates or appropriate book entries, unless and until the Company is advised by its counsel that the issuance of such shares Shares is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Common Stock Shares are traded. The Board of Directors Committee may require, as a condition of the issuance of shares of Common Stock Shares pursuant to the terms hereof, that the recipient of such shares Shares make such covenants, agreements and representations, and that any certificates bear such legends and any book entries be subject to such electronic codingcoding or stop order, as the Board of DirectorsCommittee, in its sole discretion, deems necessary or desirable. The Participant Grantee specifically understands and agrees that the shares of Common StockShares, if and when issued, may be “restricted securities,” as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant Grantee may be required to hold the shares indefinitely unless they are registered under such the 1933 Act or an exemption from such registration is available.

Appears in 4 contracts

Samples: Equity Incentive Plan (Five Below, Inc), Award Agreement (Recro Pharma, Inc.), Award Agreement (Bojangles', Inc.)

Securities Matters. The Company shall be under no obligation to effect the registration pursuant to the Securities Act of 1933, as amended (the “1933 Act”) of any interests in the Plan MIP or any shares of Common Stock to be issued thereunder or to effect similar compliance under any state laws. The Company shall not be obligated to cause to be issued any shares, whether by means of stock certificates or appropriate book entries, unless and until the Company is advised by its counsel that the issuance of such shares is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Common Stock are traded. The Board of Directors may require, as a condition of the issuance of shares of Common Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that any certificates bear such legends and any book entries be subject to such electronic coding, as the Board of Directors, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Common Stock, if and when issued, may be “restricted securities,” as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is available.

Appears in 4 contracts

Samples: Restricted Stock Grant Agreement (Genco Shipping & Trading LTD), Officer Restricted Stock Grant Agreement (Genco Shipping & Trading LTD), Restricted Stock Grant Agreement (Genco Shipping & Trading LTD)

Securities Matters. The Company shall be under no obligation to effect the registration pursuant to the Securities Act of 1933, as amended (the "1933 Act") of any interests in the Plan or any shares of Common Stock to be issued thereunder or to effect similar compliance under any state laws. The Company shall not be obligated to cause to be issued or delivered any shares, whether by means certificates evidencing shares of stock certificates or appropriate book entries, Common Stock pursuant hereto unless and until the Company is advised by its counsel that the issuance and delivery of such shares certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Common Stock are traded. The Board of Directors Committee may require, as a condition of the issuance and delivery of certificates evidencing shares of Common Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that any such certificates bear such legends and any book entries be subject to such electronic codinglegends, as the Board of DirectorsCommittee, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Common Stock, if and when issued, may be "restricted securities," as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is available.

Appears in 3 contracts

Samples: Agreement (Escala Group Inc), Restricted Stock Grant Agreement (General Maritime Corp/), General Maritime Corp/

Securities Matters. The Company shall be under no obligation to effect the registration pursuant to the Securities Act of 1933, as amended (the “1933 Act”) of any interests in the Plan or any shares of Common Stock to be issued thereunder or to effect similar compliance under any state laws. The Company shall not be obligated to cause to be issued any shares, whether by means of stock certificates or appropriate book entries, unless and until the Company is advised by its counsel that the issuance of such shares is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Common Stock are traded. The Board of Directors Administrator may require, as a condition of the issuance of shares of Common Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that any certificates bear such legends and any book entries be subject to such electronic coding, as the Board of DirectorsAdministrator, in its sole discretion, deems necessary or desirable. The Participant Grantee specifically understands and agrees that the shares of Common Stock, if and when issued, may be “restricted securities,” as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant Grantee may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is available.

Appears in 3 contracts

Samples: Restricted Stock Grant Agreement (Vici Properties Inc.), Form of Restricted Stock Grant Agreement (VICI Properties L.P.), Restricted Stock Grant Agreement (Vici Properties Inc.)

Securities Matters. The Company shall be under no obligation to effect the registration pursuant to the Securities Act of 1933, as amended (the “1933 Act”) of any interests in the Plan or any shares of Common Stock to be issued thereunder or to effect similar ​ ​ compliance under any state laws. The Company shall not be obligated to cause to be issued any shares, whether by means of stock certificates or appropriate book entries, unless and until the Company is advised by its counsel that the issuance of such shares is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Common Stock are traded. The Board of Directors may require, as a condition of the issuance of shares of Common Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that any certificates bear such legends and any book entries be subject to such electronic coding, as the Board of Directors, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Common Stock, if and when issued, may be “restricted securities,” as that term is defined in Rule 144 under the 1933 Securities Act of 1933, as amended and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is available.

Appears in 3 contracts

Samples: Award Agreement (Genco Shipping & Trading LTD), Award Agreement (Genco Shipping & Trading LTD), Award Agreement (Genco Shipping & Trading LTD)

Securities Matters. (a) The Company shall be under no obligation to effect the registration pursuant to the Securities Act of 1933, as amended (the “1933 Act”) of any interests in the Plan or any shares of Common Company Stock to be issued thereunder or to effect similar compliance under any state laws. The Company shall not be obligated to cause to be issued or delivered any shares, whether by means certificates evidencing shares of stock certificates or appropriate book entries, Company Stock pursuant hereto unless and until the Company is advised by its counsel that the issuance and delivery of such shares certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Common Company Stock are traded. The Board of Directors Committee may require, as a condition of the issuance and delivery of certificates evidencing shares of Common Company Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that any such certificates bear such legends and any book entries be subject to such electronic codinglegends, as the Board of DirectorsCommittee, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Common Company Stock, if and when issuedissued upon exercise of the Option, may be “restricted securities,” as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is available.

Appears in 3 contracts

Samples: Incentive Stock Option Grant Agreement (Franklin Credit Management Corp), Nonqualified Stock Option Grant Agreement (Franklin Credit Management Corp), 1992 Stock Incentive (Casual Male Retail Group Inc)

Securities Matters. The Company shall be under no obligation to effect the registration pursuant to the Securities Act of 1933, as amended (the “1933 Act”) of any interests in the Plan Program or any shares of Common Stock to be issued thereunder or to effect similar compliance under any state laws. The Company shall not be obligated to cause to be issued any shares, whether by means of stock certificates or appropriate book entries, unless and until the Company is advised by its counsel that the issuance of such shares is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Common Stock are traded. The Board of Directors Committee may require, as a condition of the issuance of shares of Common Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that any certificates bear such legends and any book entries be subject to such electronic codingcoding or stop order, as the Board of DirectorsCommittee, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Common Stock, if and when issued, may be “restricted securities,” as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is available.

Appears in 3 contracts

Samples: Officer Restricted Stock Unit Agreement (Vishay Intertechnology Inc), Officer Restricted Stock Unit Agreement (Vishay Intertechnology Inc), Officer Phantom Stock Unit Agreement (Vishay Intertechnology Inc)

Securities Matters. The Company shall be under no obligation to effect the registration pursuant to the Securities Act of 1933, as amended (the "1933 Act") of any interests in the Plan Program or any shares of Common Stock to be issued thereunder or to effect similar compliance under any state laws. The Company shall not be obligated to cause to be issued any shares, whether by means of stock certificates or appropriate book entries, unless and until the Company is advised by its counsel that the issuance of such shares is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Common Stock are traded. The Board of Directors may require, as a condition of the issuance of shares of Common Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that any certificates bear such legends and any book entries be subject to such electronic codingcoding or stop order, as the Board of DirectorsBoard, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Common Stock, if and when issued, may be "restricted securities," as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is available.

Appears in 3 contracts

Samples: Restricted Stock Unit Agreement (Vishay Intertechnology Inc), Restricted Stock Unit Agreement (Vishay Intertechnology Inc), Restricted Stock Unit Agreement (Vishay Intertechnology Inc)

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Securities Matters. (a) The Company shall be under no obligation to effect the registration pursuant to the Securities Act of 1933, as amended (the “1933 Securities Act”) ), of any interests in the Plan or any shares of Common Stock Shares to be issued thereunder or to effect similar compliance under any state laws. The exercise of the Option shall not be effective and the Company shall not be obligated to cause to be issued or delivered any shares, whether by means of stock certificates or appropriate book entries, evidencing Shares pursuant hereto unless and until the Company is advised by its counsel that the issuance and delivery of such shares certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Common Stock Shares are traded. The Board of Directors Administrator may require, as a condition of the issuance and delivery of shares of Common Stock certificates evidencing Shares pursuant to the terms hereof, that the recipient of such shares Shares make such covenants, agreements and representations, and that any such certificates bear such legends and any book entries be subject to such electronic codinglegends, as the Board of DirectorsAdministrator, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Common StockShares, if and when issuedissued upon exercise of the Option, may be “restricted securities,” as that term is defined in Rule 144 under the 1933 Securities Act and, accordingly, the Participant may be required to hold the shares Shares indefinitely unless they are registered under such Act or an exemption from such registration is available.

Appears in 2 contracts

Samples: Incentive Stock Option Grant Agreement (Bond Street Holdings Inc), Incentive Stock Option Grant Agreement (FCB Financial Holdings, Inc.)

Securities Matters. The Company shall be under no obligation to effect the registration pursuant to the Securities Act of 1933, as amended (the “1933 Act”) of any interests in the Plan or any shares of Common Stock to be issued thereunder or to effect similar compliance under any state laws. The Company shall not be obligated to cause to be issued or delivered any shares, whether by means certificates evidencing shares of stock certificates or appropriate book entries, Common Stock pursuant hereto unless and until the Company is advised by its counsel that the issuance and delivery of such shares certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Common Stock are traded. The Board of Directors Compensation Committee may require, as a condition of the issuance and delivery of certificates evidencing shares of Common Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that any such certificates bear such legends and any book entries be subject to such electronic codinglegends, as the Board of DirectorsCompensation Committee, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Common Stock, if and when issued, may be “restricted securities,” as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is available.

Appears in 2 contracts

Samples: Employee Restricted Stock Grant Agreement (Franklin Credit Holding Corp/De/), Employee Restricted Stock Grant Agreement (Franklin Credit Management Corp/De/)

Securities Matters. The Company shall be under no obligation to effect the registration pursuant to the Securities Act of 1933, as amended (the “1933 Act”) of any interests in the Plan or any shares of Common Stock to be issued thereunder or to effect similar compliance under any state laws. The Company shall not be obligated to cause to be issued any sharesShares, whether by means of stock certificates or appropriate book entries, unless and until the Company is advised by its counsel that the issuance of such shares Shares is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Common Stock Shares are traded. The Board of Directors Committee may require, as a condition of the issuance of shares of Common Stock Shares pursuant to the terms hereof, that the Participant (or other recipient of such shares Shares, in the event of Participant’s death) make such covenants, agreements and representations, and that any certificates bear such legends and any book entries be subject to such electronic coding, as the Board of DirectorsCommittee, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Common Stock, if and when issued, may be “restricted securities,” as that term is defined in Rule 144 under the 1933 Securities Act of 1933, as amended and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is available.

Appears in 2 contracts

Samples: Restricted Stock Unit Agreement (Gener8 Maritime, Inc.), Restricted Stock Unit Agreement (Gener8 Maritime, Inc.)

Securities Matters. The Company shall be under no obligation to effect the registration pursuant to the Securities Act of 1933, as amended (the "1933 Act") of any interests in the Plan or any shares of Common Stock to be issued thereunder or to effect similar compliance under any state laws. The Company shall not be obligated to cause to be issued any shares, whether by means of stock certificates or appropriate book entries, unless and until the Company is advised by its counsel that the issuance of such shares is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Common Stock are traded. The Board of Directors Committee may require, as a condition of the issuance of shares of Common Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that any certificates bear such legends and any book entries be subject to such electronic codingcoding or stop order, as the Board of DirectorsCommittee, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Common Stock, if and when issued, may be "restricted securities," as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is available.

Appears in 1 contract

Samples: Phantom Stock Unit Agreement (Vishay Intertechnology Inc)

Securities Matters. The Company shall be under no obligation to effect the registration pursuant to the Securities Act of 1933, as amended (the “1933 Act”) of any interests in the Plan or any shares of Common Stock to be issued thereunder or to effect similar compliance under any state laws. The Company shall not be obligated to cause to be issued any shares, whether by means of stock certificates or appropriate book entries, unless and until the Company is advised by its counsel that the issuance of such shares is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Common Stock are is traded. The Board of Directors may require, as a condition of the issuance of shares of Common Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that any certificates bear such legends and any book entries be subject to such electronic codingcoding or stop order, as the Board of DirectorsBoard, in its sole discretion, deems necessary or desirable. The Participant Grantee specifically understands and agrees that the shares of Common Stock, if and when issued, may be “restricted securities,” as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant Grantee may be required to hold the shares indefinitely unless they are registered under such the 1933 Act or an exemption from such registration is available.

Appears in 1 contract

Samples: Award Agreement (Recro Pharma, Inc.)

Securities Matters. The Company shall be under no obligation to effect the registration pursuant to the Securities Act of 1933, as amended (the “1933 Act”) of any interests in the Plan or any shares of Common Stock to be issued thereunder or to effect similar ​ ​ ​ compliance under any state laws. The Company shall not be obligated to cause to be issued any shares, whether by means of stock certificates or appropriate book entries, unless and until the Company is advised by its counsel that the issuance of such shares is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Common Stock are traded. The Board of Directors may require, as a condition of the issuance of shares of Common Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that any certificates bear such legends and any book entries be subject to such electronic coding, as the Board of Directors, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Common Stock, if and when issued, may be “restricted securities,” as that term is defined in Rule 144 under the 1933 Securities Act of 1933, as amended and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is available.

Appears in 1 contract

Samples: Award Agreement (Genco Shipping & Trading LTD)

Securities Matters. (a) The Company shall be under no obligation to effect the registration pursuant to the Securities Act of 1933, as amended (the "1933 Act") of any interests in the Plan or any shares of Common Company Stock to be issued thereunder or to effect similar compliance under any state laws. The Company shall not be obligated to cause to be issued or delivered any shares, whether by means certificates evidencing shares of stock certificates or appropriate book entries, Company Stock pursuant hereto unless and until the Company is advised by its counsel that the issuance and delivery of such shares certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Common Company Stock are traded. The Board of Directors Committee may require, as a condition of the issuance and delivery of certificates evidencing shares of Common Company Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that any such certificates bear such legends and any book entries be subject to such electronic codinglegends, as the Board of DirectorsCommittee, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Common Company Stock, if and when issuedissued upon exercise of the Option, may be "restricted securities," as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is available.

Appears in 1 contract

Samples: Agreement (Casual Male Retail Group Inc)

Securities Matters. The Company shall be under no obligation to effect the registration pursuant to the Securities Act of 1933, as amended (the “1933 Act”) of any interests in the Plan Program or any shares of Common Stock to be issued thereunder or to effect similar compliance under any state laws. The Company shall not be obligated to cause to be issued any shares, whether by means of stock certificates or appropriate book entries, unless and until the Company is advised by its counsel that the issuance of such shares is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Common Stock are traded. The Board of Directors may require, as a condition of the issuance of shares of Common Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that any certificates bear such legends and any book entries be subject to such electronic codingcoding or stop order, as the Board of DirectorsBoard, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Common Stock, if and when issued, may be “restricted securities,” as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is available.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Vishay Intertechnology Inc)

Securities Matters. The Company shall be under no obligation to effect the registration pursuant to the Securities Act of 1933, as amended (the “1933 Act”) of any interests in the Plan or any shares of Common Stock Shares to be issued thereunder or to effect similar compliance under any state laws. The Company shall not be obligated to cause to be issued any sharesShares, whether by means of stock certificates or appropriate book entries, unless and until the Company is advised by its counsel that the issuance of such shares Shares is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Common Stock Shares are traded. The Board of Directors Committee may require, as a condition of the issuance of shares of Common Stock Shares pursuant to the terms hereof, that the recipient of such shares Shares make such covenants, agreements and representations, and that any certificates bear such legends and any book entries be subject to such electronic codingcoding or stop order, as the Board of DirectorsCommittee, in its sole discretion, deems necessary or desirable. The Participant You specifically understands understand and agrees agree that the shares of Common StockShares, if and when issued, may be “restricted securities,” as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant you may be required to hold the shares indefinitely unless they are registered under such the 1933 Act or an exemption from such registration is available.

Appears in 1 contract

Samples: Award Agreement (Recro Pharma, Inc.)

Securities Matters. The Company shall be under no obligation to effect the registration pursuant to the Securities Act of 1933, as amended (the “1933 Act”) of any interests in the Plan or any shares of Common Stock to be issued thereunder or to effect similar compliance under any state laws. The Company shall not be obligated to cause to be issued any shares, whether by means of stock certificates or appropriate book entries, unless and until the Company is advised by its counsel that the issuance of such shares is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Common Stock are traded. The Board of Directors may require, as a condition of the issuance of shares of Common Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that any certificates bear such legends and any book entries be subject to such electronic coding, as the Board of Directors, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Common Stock, if and when issued, may be “restricted securities,” as that term is defined in Rule 144 under the 1933 Securities Act of 1933, as amended and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is available.

Appears in 1 contract

Samples: Award Agreement (Genco Shipping & Trading LTD)

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