NON-ISSUANCE Sample Clauses

The NON-ISSUANCE clause defines the consequences and procedures if a particular document, permit, or approval is not issued as required under the agreement. Typically, this clause outlines what happens if, for example, a regulatory license or government authorization is not granted by a specified deadline, such as allowing either party to terminate the contract or suspending certain obligations until the document is obtained. Its core function is to allocate risk and provide a clear process for both parties in the event that a necessary issuance does not occur, thereby preventing disputes and uncertainty.
NON-ISSUANCE. The Company shall not be required to issue or deliver any Shares upon Employee's exercise of the Option: (a) Prior to the admission of such Shares to listing on any public exchange on which the Company's common stock may be listed; or (b) Prior to the completion of any proceedings under any applicable state or federal securities law, rule or regulation that the Company or its counsel determines to be necessary or advisable to the issuance of the Shares; or (c) Unless such issuance, in the opinion of the Company's counsel, is exempt from federal and state securities registration requirements. The Company may require Employee to represent and agree in writing that if such Shares are issuable under an exemption from registration requirements, the Shares will be "restricted". Employee shall not have the rights of a shareholder with respect to the Shares until certificates evidencing the Shares have been issued and delivered to Employee. While the Company will attempt to process the exercise of the Option as promptly as possible, it cannot guarantee a delivery date for the certificates.
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NON-ISSUANCE. The Commissioner reserves the right not to issue a RFP for the Project to the Engineer, if: (a) the Engineer’s Contract has reached 100 % of its Not to Exceed amount; or (b) the Commissioner, in his/her sole opinion, determines that the Engineer may be unable to provide the required services in a satisfactory and timely fashion. In such event, the Commissioner will issue written determination to the Engineer requiring the Engineer to submit a Corrective Action Plan (“CAP”) for Commissioner’s consideration and approval. The Engineer will not be issued a RFP for any additional projects until an approved CAP is in place.
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NON-ISSUANCE. The Company shall not be required to issue or deliver any Shares upon Participant’s exercise of the Option: (a) Prior to the completion of any proceedings under any applicable state or federal securities law, rule or regulation that the Company or its counsel determines to be necessary or advisable to the issuance of the Shares; or (b) Unless such issuance, in the opinion of the Company’s counsel, is exempt from federal and state securities registration requirements. The Company may require Participant to represent and agree in writing that if such Shares are issuable under an exemption from registration requirements, the Shares will be “restricted”. While the Company will attempt to process the exercise of the Option as promptly as possible, it cannot guarantee a delivery date for the certificate(s) representing the Shares.
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NON-ISSUANCE. The Company shall not be required to issue or deliver any Shares upon _________________________'s exercise of the Option: (a) Prior to the admission of such Shares to listing on any public exchange on which the Company's common stock may be listed; or (b) Prior to the completion of any proceedings under any applicable state or federal securities law, rule or regulation that the Company or its counsel determines to be necessary or advisable to the issuance of the Shares; or (c) Unless such issuance, in the opinion of the Company's counsel, is exempt from federal and state securities registration requirements. The Company may require _________________________ to represent and agree in writing that if such Shares are issuable under an exemption from registration requirements, the Shares will be "restricted." _________________________ shall not have the rights of a shareholder with respect to the Shares until certificates evidencing the Shares have been issued and delivered to _________________________. While the Company will attempt to process the exercise of the Option as promptly as possible, it cannot guarantee a delivery date for the certificates.
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NON-ISSUANCE. The Commissioner reserves the right not to issue an RFP for the Project to the Consultant, if the Commissioner, in their sole opinion, determines that the Consultant may be unable to provide the required services in a satisfactory and timely fashion. In such event, the Commissioner will issue written determination to the Consultant requiring the Consultant to submit a CAP for Commissioner’s consideration and approval. The Consultant will not be issued a RFP for any additional projects until an approved CAP is in place.
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Related to NON-ISSUANCE

  • Issuance Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

  • Deferred Issuance In any case in which this Section 11 shall require that an adjustment in the Purchase Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuance to the holder of any Right exercised after such record date of that number of shares of Preferred Stock and shares of other capital stock or securities of the Company, if any, issuable upon such exercise over and above the Preferred Stock and shares of other capital stock or other securities, assets or cash of the Company, if any, issuable upon such exercise on the basis of the Purchase Price in effect prior to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder’s right to receive such additional shares upon the occurrence of the event requiring such adjustment.

  • Valid Issuance All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid and non-assessable.

  • Stock Issuance (a) The Company shall issue the Award Shares in book entry form, registered in your name with notations regarding the applicable restrictions on transfer imposed under this Agreement; provided, however, that the Company may, in its discretion, elect to issue such shares in certificate form as provided below. (b) Any certificates representing the Award Shares that may be delivered to you by the Company prior to vesting shall be redelivered to the Company to be held by the Company until the restrictions on such Award Shares have lapsed and the Award Shares shall thereby have become vested or the shares represented thereby have been forfeited hereunder. Such certificates shall bear a legend as contemplated by this Section 5. (c) Promptly after the vesting of the Award Shares pursuant to this Agreement, the Company shall, as applicable, either remove the notations on any shares issued in book entry form which have vested or deliver to you a certificate or certificates evidencing the number of Award Shares which have vested. (d) If the Company elects to issue you certificates, you shall be required to execute a stock power, in the form attached as Exhibit A, with respect to the Award Shares. The Company shall not deliver any certificates in accordance with this Agreement unless and until the Company shall have received such stock power executed by you. You, by acceptance of this award, shall be deemed to appoint, and you do so appoint by execution of this Agreement, the Company and each of its authorized representatives as your attorney(s)-in-fact to effect any transfer of unvested forfeited Award Shares (or Award Shares otherwise reacquired by the Company hereunder) to the Company as may be required pursuant to the Plan or this Agreement and to execute such documents as the Company or such representatives deem necessary or advisable in connection with any such transfer. (e) Until the Award Shares become vested, any share certificates or book entry positions representing such shares will include a legend to the effect that you may sell, pledge, assign or otherwise directly or indirectly dispose of or transfer the Award Shares and the Award Shares are subject to the provisions of this Agreement and the Plan.

  • Initial Issuance To obtain the Credit for the first Taxable Year, the Company shall do the following on or before 90 days after the end of the first Taxable Year: 1. The Company shall notify the Department on the form attached hereto as Exhibit D (or substantially similar to such form) when all of the following has occurred: (a) the Project has been Placed in Service; (b) the Capital Improvements required by Section IV.B have been made; (c) the New Employees have been hired, including satisfying the applicable Payroll and Occupation obligations, as required by Section IV.C; and (d) if applicable, the minimum number of Retained Employees have been retained by the Company, including satisfying the applicable Payroll and Occupations obligations, as required by Section IV.D. 2. The Company shall provide to the Department proof as required by the Department, including but not limited to a certified attestation by the Company, payroll records and an audit performed by an independent, licensed certified public accounting firm, that the Company has done all of the following prior to the end of the first Taxable Year: a) made the Capital Improvements specified in Section IV.B; b) hired the New Employees specified in Section IV.C, accompanied by the information substantially in the form set forth in Exhibit E; c) if applicable, retained the Retained Employees specified in Sections IV.D, accompanied by the information substantially in the form set forth in Exhibit E; and d) achieved the level of Payroll in Illinois specified in Section IV.C(ii) and, if applicable, Section IV.D(ii) accompanied by the information substantially in the form set forth in Exhibit E.