Issuance and Delivery of Shares. Once vested, the shares of vested Restricted Stock will be delivered to the Employee via electronic delivery to the Employee’s account with the Company’s stock plan administrator and will be freely transferable by the Employee. The Committee may change the procedure for issuance and delivery of shares of vested Restricted Stock at any time. Notwithstanding any other provision of this Restricted Stock Agreement, the issuance and delivery of the shares of Common Stock under this Paragraph 9 shall be subject to the requirements of Paragraph 12, including restrictions on transfer as provided therein to the extent applicable.
Issuance and Delivery of Shares. The Company hereby represents warrants and agrees that at all times there shall be reserved for issuance and delivered to the Holder the number of shares of Common Stock as shall be required for issuance or delivery upon exercise of this Warrant.
Issuance and Delivery of Shares. As soon as practicable following receipt of such notice and payment, the Corporation shall notify the Optionee of any payment required under subsection (d) below. The Corporation shall deliver a certificate or certificates for the Shares to the Optionee as soon as practicable after the Optionee has made any payment required under subsection (d) below. Shares issued pursuant to the exercise of this option will be issued only in the name of Optionee and may not be transferred into the name of any agent of or nominee for Optionee until such time as Optionee has complied with the terms of this Agreement.
Issuance and Delivery of Shares. Shares of Stock issued pursuant to the exercise of Awards hereunder shall be delivered to Participants by the Company (or its transfer agent) as soon as administratively feasible after a Participant exercises an Award hereunder and executes any applicable shareholder agreement or agreement described in Section 92 that the Company requires at the time of exercise.
Issuance and Delivery of Shares. The Company shall not be obligated to issue or deliver any shares of Common Stock if counsel to the Company determines that such issuance or delivery would violate any applicable law or any rule or regulation of any governmental authority or any rule or regulation of, or agreement of the Company with, any securities exchange or association upon which the Common Stock is listed or quoted. If necessary to comply with any such law, rule, regulation or agreement, the Company shall in no event be obligated to take any affirmative action in order to cause the issuance or delivery of shares of Common Stock.
Issuance and Delivery of Shares. With respect to PSUs that become vested as provided in Paragraph 5, the shares of Common Stock will be issued and delivered to the Employee via electronic delivery to the Employee’s account with the Company’s stock plan administrator on the Payment Date set forth on Exhibit 1 hereto and will be freely transferable by the Employee (subject to compliance with applicable securities law). With respect to PSUs that become vested as provided in Paragraph 7.a or Paragraph 7.b, the shares of Common Stock will be issued and delivered to the Employee via electronic delivery to the Employee’s account with the Company’s stock plan administrator as provided in Paragraph 7.a or Paragraph 7.b and will be freely transferable by the Employee (subject to compliance with applicable securities law). The Committee may change the above procedure for issuance and delivery of shares of Common Stock at any time but may not delay the Payment Date or the date of payment under Paragraph 7.a or Paragraph 7.b beyond the latest payment date set forth in Paragraph 23. Notwithstanding any other provision of this Performance Award Agreement, the issuance and delivery of the shares of Common Stock under this Paragraph 9 shall be subject to the requirements of Paragraph 12, including restrictions on transfer as provided therein to the extent applicable.
Issuance and Delivery of Shares. The Initial Shares have been duly authorized, subject to receipt of the Stockholder Approval (as defined below), and, when issued by the Company in the Sale, in compliance with the provisions of this Agreement, (a) shall be free and clear of any and all liens, security interests, options, claims, encumbrances or restrictions (collectively, “Liens”), except for such restrictions on transfer or ownership as set forth in this Agreement or otherwise imposed by applicable federal or state securities laws or by the Purchaser, (b) shall have been duly authorized and validly issued, (c) shall be fully paid and nonassessable and (d) shall have been issued in compliance with all applicable federal and state securities laws. The Purchase Right Shares have been duly authorized, subject to receipt of the Stockholder Approval, and, when issued by the Company pursuant to the Purchase Right in compliance with the provisions of this Agreement, (a) shall be free and clear of any and all Liens, except for such restrictions on transfer or ownership as set forth in this Agreement or otherwise imposed by applicable federal or state securities laws or by the Purchaser, (b) shall have been duly authorized and validly issued, (c) shall be fully paid and nonassessable and (d) shall have been issued in compliance with all applicable federal and state securities laws. The Anti-Dilution Shares have been duly authorized, subject to receipt of the Stockholder Approval, and, when issued by the Company pursuant to the Charney Anti-Dilution Provision (as defined below) in compliance with the provisions of this Agreement, (a) shall be free and clear of any and all Liens, except for such restrictions on transfer or ownership as set forth in this Agreement or otherwise imposed by applicable federal or state securities laws or by the Purchaser, (b) shall have been duly authorized and validly issued, (c) shall be fully paid and nonassessable and (d) shall have been issued in compliance with all applicable federal and state securities laws. The issuance and delivery of the Shares are not subject to any preemptive or similar rights, except as described in this Agreement and provided that Lion/Hollywood L.L.C. (“Lion”) has certain anti-dilution rights under Section 5.14(b) of the Credit Agreement, dated as of March 13, 2009, as it may be amended, amended and restated, supplemented or otherwise modified from time to time (the “Credit Agreement”), among the Company, certain subsidiaries of the Compa...
Issuance and Delivery of Shares. If and when the Company is required to issue or deliver any Options Shares, such issuance shall be made by book entry by the Company’s transfer agent and registrar, and a physical share certificate shall not be issued or delivered unless specifically requested by the Optionee. The Company may condition the issuance or delivery of the Option Shares, or impose restrictions on the transferability of Option Shares, as it may deem advisable, including, without limitation, to comply with applicable federal and securities laws or the requirements of any stock applicable to the Option Shares.
Issuance and Delivery of Shares. At the Closing referred to in Section 1.3, Seller shall sell the Shares to Purchaser, free and clear of all liens and encumbrances, by delivering to Purchaser a certificate or certificates registered in the name of Seller representing the Shares (the "Certificates"), duly endorsed for transfer to Purchaser.
Issuance and Delivery of Shares. The issuance and delivery of the Shares has been duly authorized and, when issued and paid for in accordance with the terms of this Agreement, (a) shall be free and clear of any and all liens, security interests, options, claims, encumbrances or restrictions (collectively, “Liens”), except for such restrictions on transfer or ownership as set forth in this Agreement or otherwise imposed by applicable federal or state securities laws or by such Purchaser, (b) shall have been duly authorized and validly issued, (c) shall be fully paid and nonassessable and (d) shall have been issued in compliance with all applicable federal and state securities laws. The issuance and delivery of the Shares are not subject to any preemptive or similar rights. The Warrant Shares have been duly authorized by the Company and reserved and, when issued upon exercise of the Warrants in accordance with the terms of the Warrants, (a) shall be free and clear of any and all Liens, except for such restrictions on transfer or ownership as set forth in this Agreement or otherwise imposed by applicable federal or state securities laws or by such Purchaser, (b) shall have been duly authorized and validly issued, (c) shall be fully paid and nonassessable and (d) shall have been issued in compliance with all applicable federal and state securities laws.
