Deferral of Issuance of Shares Clause Samples

The Deferral of Issuance of Shares clause allows a company to postpone the formal issuance of shares to an investor or shareholder until certain conditions are met. In practice, this might mean that shares are not officially recorded or delivered until regulatory approvals are obtained, payment is received in full, or specific milestones are achieved. This clause helps the company manage compliance and administrative risks by ensuring that shares are only issued when all necessary prerequisites are satisfied, thereby preventing premature allocation and potential legal complications.
Deferral of Issuance of Shares. Anything in this Agreement to the contrary notwithstanding, if, at any time specified herein for the issuance of Shares to Optionee, any law, or any regulation or requirement of the U. S. Securities and Exchange Commission or other governmental authority having jurisdiction over such matter shall require either the Corporation or Optionee to take any action in connection with the Shares then to be issued, the issuance of such Shares shall be deferred until such action shall have been taken; the Corporation shall be under no obligation to take such action; and the Corporation shall have no liability whatsoever as a result of the non-issuance of such shares, except to refund to Optionee any consideration tendered in respect of the Purchase Price.
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Deferral of Issuance of Shares. (a) The Grantee may elect to defer the Effective Date by reason of the earlier of the Fixed Date Distribution Event and Performance Target Distribution Event to a date that is no later than the tenth (10th) anniversary of the Award Date with respect to all, and not less than all, of the Shares issuable under the Units represented by this Agreement by executing the Restricted Stock Unit Executive Deferred Compensation Election (“Deferral Election”), attached hereto and incorporated by reference herein, and delivering that Deferral Election to the Chief Financial Officer of the Corporation no later than thirty (30) days after the date that this Agreement is provided to the Grantee. In the event that the foregoing execution and delivery requirements are not met, no change in the Effective Date by reason of a Fixed Date Distribution Event or Performance Target Distribution Event, shall be in effect. If the Grantee has entered into an effective Deferral Election, the date set forth therein (“Deferred Effective Date”) shall replace the Fixed Date Distribution Event and Performance Target Distribution Event, as applicable, as an Effective Date. An election made in a Deferral Election shall be irrevocable, except as provided herein. (b) The Grantee shall be permitted to make a one-time additional deferral of the Deferred Effective Date by executing and delivering an amended Deferral Election to the Chief Financial Officer of the Corporation at least twelve (12) months before the Deferred Effective Date. In the event that the foregoing execution and delivery requirements are not met, no change in the Deferred Effective Date shall be in effect. If the Grantee has entered into an effective deferral of the Deferred Effective Date, the date set forth therein, which must be not less than five (5) years from the Deferred Effective Date and no later than the tenth (10th) anniversary of the Award Date (“Amended Deferred Effective Date”), shall replace the Deferred Effective Date as an Effective Date. (c) In the event an “Unforeseeable Emergency” as defined below occurs with respect to the Grantee on or after the earlier of the Fixed Date Distribution Event and Performance Target Distribution Event, the Grantee may request that the Corporation issue to him such number of Shares issuable under the Units that is reasonably needed to satisfy his Unforeseeable Emergency. If such a request is granted, which action is in the sole discretion of the Compensation Committee, the Gran...
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Deferral of Issuance of Shares. Anything in this Agreement to the contrary notwithstanding, if, at any time specified herein for the issue of shares to Optionee, any law, or
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Related to Deferral of Issuance of Shares

  • Issuance of Shares The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.

  • Valid Issuance of Shares The Shares being purchased by the Shareholders hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable law.

  • Restrictions on Issuance of Shares If at any time the Board shall determine in its discretion, that listing, registration or qualification of the shares of Stock covered by the Option upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition to the exercise of the Option, the Option may not be exercised in whole or in part unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board.

  • Restriction on Issuance of Shares The Grantor shall not be required to issue or deliver any certificate for Shares purchased upon the exercise of the Option unless (a) the issuance of such Shares has been registered with the Securities and Exchange Commission under the Securities Act, or counsel to the Grantor shall have given an opinion that such registration is not required; (b) approval, to the extent required, shall have been obtained from any state regulatory body having jurisdiction thereof; and (c) permission for the listing of such shares shall have been given by any national securities exchange on which the Common Stock of the Grantor is at the time of issuance listed.

  • Valid Issuance of Share Capital The total number of all classes of share capital which the Company has authority to issue is 50,000,000 Ordinary Shares. As of the date hereof, the Company has issued 2,875,000 ordinary shares (of which up to 375,000 ordinary shares are subject to forfeiture as described in the Registration Statement related to the IPO) and has not issued any preference shares. All of the issued share capital of the Company has been duly authorized, validly issued, and are fully paid and non-assessable.