Compliance with Legal Requirements. (a)Generally. The granting and settlement of the RSUs, and any other obligations of the Company under this Agreement, shall be subject to all applicable U.S. federal, state and local laws, rules and regulations, all applicable non-U.S. laws, rules and regulations and to such approvals by any regulatory or governmental agency as may be required. The Participant agrees to take all steps that the Committee or the Company determines are reasonably necessary to comply with all applicable provisions o
...f U.S. federal and state securities law and non-U.S. securities law in exercising the Participant's rights under this Agreement. (b)Tax Withholding. The vesting and settlement of the RSUs shall be subject to the Participant satisfying any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be required to pay to the Company, and the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property or from any compensation or other amounts owing to the Participant, the amount (in cash, Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, settlement of the RSUs or any payment or transfer of the RSUs, and to take any such other action as the Committee or the Company deem necessary to satisfy all obligations for the payment of such withholding taxes. In its sole discretion, the Company may permit the Participant to satisfy, in whole or in part, the tax obligations by withholding shares of Common Stock that would otherwise be deliverable to the Participant upon settlement of the RSUs with a Fair Market Value equal to such withholding liability.
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Compliance with Legal Requirements.
(a)Generally. (a) Generally. The granting and
settlement exercising of the
RSUs, Option, and any other obligations of the Company under this Agreement, shall be subject to all applicable U.S. federal, state and local laws, rules and regulations, all applicable non-U.S. laws, rules and regulations and to such approvals by any regulatory or governmental agency as may be required. The Participant agrees to take all steps that the Committee or the Company determines are reasonably necessary to compl
...y with all applicable provisions of U.S. federal and state securities law and non-U.S. securities law in exercising the Participant's rights under this Agreement. (b)Tax (b) Tax Withholding. The vesting and settlement Any exercise of the RSUs Option shall be subject to the Participant Participant's satisfying any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be required to pay to the Company, and the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property or from any compensation or other amounts owing payable to the Participant, Participant in connection with the Option or otherwise the amount (in cash, Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, settlement of the RSUs Option, its exercise or any payment or transfer of the RSUs, Option or under the Plan and to take any such other action as the Committee or the Company deem necessary to satisfy all obligations for the payment of such withholding taxes. In its sole discretion, taxes (up to the maximum permissible withholding amounts), including the right to use a broker-assisted "cashless exercise" as described in Section 4 hereof. The Participant may elect to satisfy (if a broker-assisted "cashless exercise" is not available), and the Company may permit in all events require the Participant to satisfy, in whole or in part, the tax obligations by withholding shares of Common Stock that would otherwise be deliverable to the Participant received upon settlement exercise of the RSUs Option with a Fair Market Value equal to such withholding liability. 3 7. Clawback. Notwithstanding anything to the contrary contained herein, the Committee may cancel the Option award if the Participant, without the consent of the Company, has engaged in or engages in activity that is in conflict with or adverse to the interests of the Company or any Affiliate while employed by, serving as a director of, or otherwise providing services to the Company or any Subsidiary, including fraud or conduct contributing to any financial restatements or irregularities, or violates a non-competition, non-solicitation, non-disparagement or non-disclosure covenant or agreement with the Company or any Subsidiary (after giving effect to any applicable cure period set forth therein), as determined by the Committee. In such event, the Participant will forfeit any compensation, gain or other value realized thereafter on the vesting or exercise of the Option, the sale or other transfer of the Option, or the sale of shares of Common Stock acquired in respect of the Option (provided that the Option or portion thereof was exercised during the 12-month period immediately prior to the Participant's adverse activity), and must promptly repay such amounts to the Company. If the Participant receives any amount in excess of what the Participant should have received under the terms of the Option for any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error), all as determined by the Committee, then the Participant shall promptly repay any such excess amount to the Company. To the extent required by applicable law or the rules and regulations of the NASDAQ or any other securities exchange or inter-dealer quotation system on which the Common Stock is listed or quoted, or if so required pursuant to a written policy adopted by the Company, the Option shall be subject (including on a retroactive basis) to clawback, forfeiture or similar requirements (and such requirements shall be deemed incorporated by reference into this Agreement).
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Compliance with Legal Requirements.
(a)Generally. (a) Generally. The granting and settlement of the RSUs, and any other obligations of the Company under this Agreement, shall be subject to all applicable U.S. federal, state and local laws, rules and regulations, all applicable non-U.S. laws, rules and regulations and to such approvals by any regulatory or governmental agency as may be required. The
Participant Grantee agrees to take all steps that the Committee or the Company determines are reasonably necessary to comply with all
...applicable provisions of U.S. federal and state securities law and non-U.S. securities law in exercising the Participant's Grantee's rights under this Agreement. (b)Tax (b) Tax Withholding. The vesting Vesting and settlement of the RSUs shall be subject to the Participant Grantee's satisfying any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be required to pay to the Company, and the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property or from any compensation or other amounts owing to the Participant, the amount (in cash, Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, settlement of the RSUs or any payment or transfer of the RSUs, and to take any such other action as the Committee or the Company deem necessary to satisfy all obligations for the payment of such withholding taxes. In its sole discretion, the Company may permit the Participant to satisfy, in whole or in part, the tax obligations by withholding shares of Common Stock that would otherwise be deliverable to the Participant upon settlement of the RSUs with a Fair Market Value equal to such withholding liability.
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Compliance with Legal Requirements.
(a)Generally. (a) Generally. The granting and
settlement exercising of the
RSUs, Option, and any other obligations of the Company under this Agreement, shall be subject to all applicable U.S. federal, state and local laws, rules and regulations, all applicable non-U.S. laws, rules and regulations and to such approvals by any regulatory or governmental agency as may be required. The Participant agrees to take all steps that the Committee or the Company determines are reasonably necessary to compl
...y with all applicable provisions of U.S. federal and state securities law and non-U.S. securities law in exercising the Participant's rights under this Agreement. (b)Tax 3 (b) Tax Withholding. The vesting and settlement Any exercise of the RSUs Option shall be subject to the Participant Participant's satisfying any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be required to pay to the Company, and the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property or from any compensation or other amounts owing payable to the Participant, Participant in connection with the Option or otherwise the amount (in cash, Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, settlement of the RSUs Option, its exercise or any payment or transfer of the RSUs, Option or under the Plan and to take any such other action as the Committee or the Company deem necessary to satisfy all obligations for the payment of such withholding taxes. In its sole discretion, taxes (up to the maximum permissible withholding amounts), including the right to use a broker-assisted "cashless exercise" as described in Section 4 hereof. The Participant may elect to satisfy (if a broker-assisted "cashless exercise" is not available), and the Company may permit in all events require the Participant to satisfy, in whole or in part, the tax obligations by withholding shares of Common Stock that would otherwise be deliverable to the Participant received upon settlement exercise of the RSUs Option with a Fair Market Value equal to such withholding liability.
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Compliance with Legal Requirements.
(a)Generally. (a) Generally. The granting and
settlement exercising of the
RSUs, Option, and any other obligations of the Company under this Agreement, shall be subject to all applicable U.S. federal, state and local laws, rules and regulations, all applicable non-U.S. laws, rules and regulations and to such approvals by any regulatory or governmental agency as may be required. The Participant agrees to take all steps that the Committee or the Company determines are reasonably necessary to compl
...y with all applicable provisions of U.S. federal and state securities law and non-U.S. securities law in exercising the Participant's rights under this Agreement. (b)Tax (b) Tax Withholding. The vesting and settlement Any exercise of the RSUs Option shall be subject to the Participant Participant's satisfying any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be required to pay to the Company, and the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property or from any compensation or other amounts owing payable to the Participant, Participant in connection with the Option or otherwise the amount (in cash, Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, settlement of the RSUs Option, its exercise or any payment or transfer of the RSUs, Option or under the Plan and to take any such other action as the Committee or the Company deem necessary to satisfy all obligations for the payment of such withholding taxes. In its sole discretion, taxes (up to the maximum permissible withholding amounts), including the right to use a broker-assisted "cashless exercise" as described in Section 4 hereof. The Participant may elect to satisfy, and the Company may permit require the Participant to satisfy, in whole or in part, the tax obligations by withholding shares of Common Stock that would otherwise be deliverable to the Participant received upon settlement exercise of the RSUs Option with a Fair Market Value equal to such withholding liability. For exercises of the Option occurring during a blackout period under the Company's insider trading policy, the 3 Company shall arrange for the sale of a number of shares of Common Stock to be delivered to the Participant to satisfy the applicable withholding obligations. Such shares of Common Stock shall be sold on behalf of the Participant through the Company's transfer agent on the facilities of the NYSE or through the facilities of any other exchange on which the Common Stock is listed at the time of such sale.
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Compliance with Legal Requirements.
(a)Generally. (a) Generally. The granting and
settlement exercising of the
RSUs, Option, and any other obligations of the Company under this Agreement, shall be subject to all applicable U.S. federal, state and local laws, rules and regulations, all applicable non-U.S. laws, rules and regulations and to such approvals by any regulatory or governmental agency as may be required. The Participant agrees to take all steps
that the Committee or the Company determines are reasonably necessary to compl
...y with all applicable provisions of U.S. federal and state securities law and non-U.S. securities law in exercising the Participant's his rights under this Agreement. (b)Tax (b) Tax Withholding. The vesting and settlement Any exercise of the RSUs Option shall be subject to the Participant satisfying any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be required to pay to the Company, and the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property or from any compensation or other amounts owing payable to the Participant, Participant in connection with the Option or otherwise the amount (in cash, Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, settlement of the RSUs Option, its exercise or any payment or transfer of the RSUs, Option or under the Plan and to take any such other action as the Committee or the Company deem necessary to satisfy all obligations for the payment of such withholding taxes. In its sole discretion, The Participant may elect to satisfy, and the Company may permit require the Participant to satisfy, in whole or in part, the tax obligations by withholding shares of Common Stock that would otherwise be deliverable to the Participant received upon settlement exercise of the RSUs Option with a Fair Market Value equal to such withholding liability. For exercises of the Option occurring during a blackout period under the Company's insider trading policy, the Company shall arrange for the sale of a number of shares of Common Stock to be delivered to the Participant to satisfy the applicable withholding obligations. Such shares of Common Stock shall be sold on behalf of the Participant through the Company's transfer agent on the facilities of the NYSE or through the facilities of any other exchange on which, the Common Stock is listed at the time of such sale.
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Compliance with Legal Requirements.
(a)Generally. (a) Generally. The granting and
settlement exercising of the
RSUs, Option, and any other obligations of the Company under this Agreement, shall be subject to all applicable U.S. federal, state and local laws, rules and regulations, all applicable non-U.S. laws, rules and regulations and to such approvals by any regulatory or governmental agency as may be required. The Participant agrees to take all steps that the Committee or the Company determines are reasonably necessary to compl
...y with all applicable provisions of U.S. federal and state securities law and non-U.S. securities law in exercising the Participant's rights under this Agreement. (b)Tax (b) Tax Withholding. The vesting and settlement Any exercise of the RSUs Option shall be subject to the Participant Participant's satisfying any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be required to pay to the Company, and the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property or from any compensation or other amounts owing payable to the Participant, Participant in connection with the Option or otherwise the amount (in cash, Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, settlement of the RSUs Option, its exercise or any payment or transfer of the RSUs, Option or under the Plan and to take any such other action as the Committee or the Company deem necessary to satisfy all obligations for the payment of such withholding taxes. In its sole discretion, taxes (up to the maximum permissible withholding amounts), including the right to use a broker-assisted "cashless exercise" as described in Section 5(i)(C) hereof. The Participant may elect to satisfy, and the Company may permit require the Participant to satisfy, in whole or in part, the tax obligations by withholding shares of Common Stock that would otherwise be deliverable to the Participant received upon settlement exercise of the RSUs Option with a Fair Market Value equal to such withholding liability. For exercises of the Option occurring during a blackout period under the Company's insider trading policy, the Company shall arrange for the sale of a number of shares of Common Stock to be delivered to the Participant to satisfy the applicable withholding obligations. Such shares of Common Stock shall be sold on behalf of the Participant through the 4 Company's transfer agent on the facilities of any exchange on which the Common Stock is listed at the time of such sale.
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Compliance with Legal Requirements.
(a)Generally. (a) Generally. The granting and
settlement exercising of the
RSUs, Option, and any other obligations of the Company under this Agreement, shall be subject to all applicable U.S. federal, state and local laws, rules and regulations, all applicable non-U.S. laws, rules and regulations and to such approvals by any regulatory or governmental agency as may be required. The Participant agrees to take all steps that the Committee or the Company determines are reasonably necessary to compl
...y with all applicable provisions of U.S. federal and state securities law and non-U.S. securities law in exercising the Participant's rights under this Agreement. (b)Tax (b) Tax Withholding. The vesting and settlement Any exercise of the RSUs Option shall be subject to the Participant Participant's satisfying any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be required to pay to the Company, and the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property or from any compensation or other amounts owing payable to the Participant, Participant in connection with the Option or otherwise the amount (in cash, Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, settlement of the RSUs Option, its exercise or any payment or transfer of the RSUs, Option or under the Plan and to take any such other action as the Committee or the Company deem necessary to satisfy all obligations for the payment of such withholding taxes. In its sole discretion, taxes (up to the maximum permissible withholding amounts), including the right to use a broker-assisted "cashless exercise" as described in Section 5(i)(C) hereof. The Participant may elect to satisfy, and the Company may permit require the Participant to satisfy, in whole or in part, the tax obligations by withholding shares of Common Stock that would otherwise be deliverable to the Participant received upon settlement exercise of the RSUs Option with a Fair Market Value equal to such withholding liability. For exercises of the Option occurring during a blackout period under the Company's insider trading policy, the Company shall arrange for the sale of a number of shares 4 of Common Stock to be delivered to the Participant to satisfy the applicable withholding obligations. Such shares of Common Stock shall be sold on behalf of the Participant through the Company's transfer agent on the facilities of any exchange on which the Common Stock is listed at the time of such sale.
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Compliance with Legal Requirements. (a)Generally. The granting and
settlement exercising of the
RSUs, Option, and any other obligations of the Company under this Agreement, shall be subject to all applicable U.S. federal, state and local laws, rules and regulations, all applicable non-U.S. laws, rules and regulations and to such approvals by any regulatory or governmental agency as may be required. The Participant agrees to take all steps that the Committee or the Company determines are reasonably necessary to comply with all appl
...icable provisions of U.S. federal and state securities law and non-U.S. securities law in exercising the Participant's rights under this Agreement. (b)Tax Withholding. The vesting and settlement Any exercise of the RSUs Option shall be subject to the Participant satisfying any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be required to pay to the Company, and the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property or from any compensation or other amounts owing payable to the Participant, Participant in connection with the Option or otherwise the amount (in cash, Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, settlement of the RSUs Option, its exercise or any payment or transfer of the RSUs, Option or under the Plan and to take any such other action actions as the Committee or the Company deem necessary to satisfy all obligations for the payment of such withholding taxes. In its sole discretion, taxes (up to the maximum permissible withholding amounts). The Participant may elect to satisfy, and the Company may permit require the Participant to satisfy, in whole or in part, the tax obligations by withholding shares of Common Stock that would otherwise be deliverable to the Participant received upon settlement exercise of the RSUs Option with a Fair Market Value equal to such withholding liability. For exercises of the Option occurring during a blackout period under the Company's insider trading policy, the Company shall arrange for the sale of a number of shares of Common Stock to be delivered to the Participant to satisfy the applicable withholding obligations. Such shares of Common Stock shall be sold 3 on behalf of the Participant through the Company's transfer agent on the facilities of the NYSE or through the facilities of any other exchange on which the Common Stock is listed at the time of such sale.
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Compliance with Legal Requirements.
(a)Generally. (a) Generally. The granting and
settlement exercising of the
RSUs, Option, and any other obligations of the Company under this Agreement, shall be subject to all applicable U.S. federal, state and local laws, rules
3 and regulations, all applicable non-U.S. laws, rules and regulations and to such approvals by any regulatory or governmental agency as may be required. The Participant agrees to take all steps
that the Committee or the Company determines are reasonably necessary to com
...ply with all applicable provisions of U.S. federal and state securities law and non-U.S. securities law in exercising the Participant's his or her rights under this Agreement. (b)Tax (b) Tax Withholding. The vesting and settlement Any exercise of the RSUs Option shall be subject to the Participant satisfying any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be required to pay to the Company, and the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property or from any compensation or other amounts owing payable to the Participant, Participant in connection with the Option or otherwise the amount (in cash, Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, settlement of the RSUs Option, its exercise or any payment or transfer of the RSUs, Option or under the Plan and to take any such other action as the Committee or the Company deem necessary to satisfy all obligations for the payment of such withholding taxes. In The Committee, may in its sole discretion, the Company may discretion permit the Participant to satisfy, in whole or in part, the tax obligations by withholding shares of Class A Common Stock that would otherwise be deliverable to the Participant received upon settlement exercise of the RSUs Option with a Fair Market Value equal to such withholding liability. liability (but no more than the maximum required statutory withholding liability).
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Compliance with Legal Requirements.
(a)Generally. (a) Generally. The granting and
settlement exercising of the
RSUs, Option, and any other obligations of the Company under this Agreement, shall be subject to all applicable U.S. federal, state and local laws, rules and regulations, all applicable non-U.S. laws, rules and regulations and to such approvals by any regulatory or governmental agency as may be required. The Participant agrees to take all steps
that the Committee or the Company determines are reasonably necessary to compl
...y with all applicable provisions of U.S. federal and state securities law and non-U.S. securities law in exercising the Participant's his or her rights under this Agreement. (b)Tax 3 (b) Tax Withholding. The vesting and settlement Any exercise of the RSUs Option shall be subject to the Participant satisfying any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be required to pay to the Company, and the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property or from any compensation or other amounts owing payable to the Participant, Participant in connection with the Option or otherwise the amount (in cash, Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, settlement of the RSUs Option, its exercise or any payment or transfer of the RSUs, Option or under the Plan and to take any such other action as the Committee or the Company deem necessary to satisfy all obligations for the payment of such withholding taxes. In The Committee, may in its sole discretion, the Company may discretion permit the Participant to satisfy, in whole or in part, the tax obligations by withholding shares of Class A Common Stock that would otherwise be deliverable to the Participant received upon settlement exercise of the RSUs Option with a Fair Market Value equal to such withholding liability. liability (but no more than the maximum required statutory withholding liability).
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