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 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, 3 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
Award 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 of U.S. federal and state securities law and non-U.S. securities law in exercising the Participant's rights under this Award Agreement. (b)Tax (b) Tax Withholding. The vesting and settlement Any exercise of the RSUs Options 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 Options 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, Options 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, including the right to use a broker-assisted "cashless exercise" as described in Section 5(ii)(B) hereof. The Company may permit the Participant Participant, and may 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 Options with a Fair Market Value equal to such withholding liability. liability, subject to the terms of the Plan.
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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, 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 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 c
...omply 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 Without limiting the generality of the foregoing, the Committee, in its sole discretion, may postpone the issuance or delivery of shares of Common Stock as the Committee may consider appropriate and may require the Participant to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of shares of Common Stock in compliance with applicable laws, rules and regulations. (b) Tax Withholding. The Upon the vesting and settlement of the RSUs shall be subject to RSUs, 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, Company or the Affiliates if so ordered by applicable laws in cash (by check or wire transfer) such amount as the Company determines that it is required to withhold under applicable U.S. federal, state or local and non-U.S. tax and social security laws in respect of the RSUs, and the Company or the Affiliates 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 deliverable under the Participant, RSUs, the amount (in cash, shares of 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 taxes, if applicable; provided that the Committee may, in its sole discretion, allow such withholding obligation to be satisfied by any other method described in Section 14(d) of the Plan. The Company may permit (but is not obligated to) 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 upon settlement of the RSUs with a Fair Market Value equal to such withholding liability. If the Vesting Date occurs during a blackout period under the Company's insider trading policy, the Company in its discretion may (but shall not be obligated to) arrange for the sale of a number of shares of Common Stock to be delivered to the Participant to satisfy the applicable withholding obligations, regardless of whether the withholding obligation is the Company's or the Affiliate's. 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. The obligations of the Company under this Agreement will be conditional on such payment or arrangements, and the Participant agrees that the Company will have the right to deduct any such withholding taxes from any payment of any kind otherwise due to Participant (including, but not limited to, any salary or other remuneration payments due to the Participant).
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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 payable to the Participant, Grantee in connection with the RSUs or otherwise the amount (in cash, Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, their settlement of the RSUs or any payment or transfer of the RSUs, RSUs 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 sell the number of shares of Common Stock that would otherwise be available for delivery upon settlement of the RSUs necessary to generate sufficient proceeds to satisfy withholding obligations. The Grantee may elect to satisfy, and the Company may permit require the Participant Grantee to satisfy, in whole or in part, the tax obligations by withholding shares of Common Stock that would otherwise be deliverable to the Participant Grantee 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 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 applicab
...le 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 Without limiting the generality of the foregoing, the Committee, in its sole discretion, may postpone the issuance or delivery of shares of Common Stock as the Committee may consider appropriate and may require the Participant to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of shares of Common Stock in compliance with applicable laws, rules and regulations. (b) Tax Withholding. The vesting Vesting and settlement of the RSUs 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 RSUs or otherwise the amount (in cash, Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, their settlement of the RSUs or any payment or transfer of the RSUs, RSUs 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 Company maximum permissible withholding amounts). The Participant may permit the Participant elect to satisfy, in whole or in part, the tax obligations by withholding having the Company withhold shares of Common Stock that would otherwise be 2 deliverable to the Participant upon settlement of the RSUs with a Fair Market Value equal to such withholding liability. liability or by, if there is a public market for the shares of Common Stock at such time and subject to any Company insider trading policy (including blackout periods), a broker-assisted cashless settlement mechanism via delivery by the Participant to the Company of an irrevocable and unconditional undertaking by a broker acceptable to the Company to sell shares of Common Stock otherwise deliverable upon the settlement of the RSU and to deliver promptly to the Company sufficient funds to satisfy the tax obligations.
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Compliance with Legal Requirements.
(a)Generally. (a) Generally. The granting and settlement of the
RSUs, PSUs, 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 ap
...plicable 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 Vesting and settlement of the RSUs PSUs 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 PSUs or otherwise the amount (in cash, Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, PSUs, their settlement of the RSUs or any payment or transfer of the RSUs, PSUs 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 sell the number of shares of Common Stock that would otherwise be available for delivery upon settlement of the PSUs necessary to generate sufficient proceeds to satisfy withholding obligations. The Participant may elect to satisfy, 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 upon settlement of the RSUs PSUs 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 of the
RSUs, Restricted Shares, 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) Taxes and Withholding. The vesting and settlement of the RSUs Restricted Shares 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 Class A Common Stock, other securities or other property or from any compensation or other amounts owing to the Participant, the amount (in cash, Class A Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, settlement of the RSUs Restricted Shares or any payment or transfer of the RSUs, Restricted Shares, 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 Class A Common Stock that would otherwise be deliverable to the Participant upon settlement vesting of the RSUs Restricted Shares 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 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 applicab
...le 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 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 responsible for all income taxes payable in respect of the RSUs. Upon the settlement of the RSUs, 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 deliverable under the RSUs or from any compensation or other amounts owing to the a Participant, the amount (in cash, shares of 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 may be necessary in the opinion of the Committee or the Company deem necessary to satisfy all obligations for the payment of such withholding taxes. taxes, if applicable. In addition, the Committee may, in its sole discretion, the Company may permit the a Participant to satisfy, in whole or in part, the tax obligations foregoing withholding liability by withholding (A) the delivery of shares of Common Stock that (which are not subject to any pledge or other security interest and which would otherwise be deliverable not result in adverse accounting to the Company) owned by the Participant upon having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of the RSUs a number of shares of Common Stock with a Fair Market Value equal to such withholding liability. The obligations of the Company under this Agreement shall be conditional on such payment or arrangements, and the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to Participant.
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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 agrees to take all steps that the Committee or the Company determines are reasonably necessary to comply with all applicab
...le 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 Vesting and settlement of the RSUs 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 RSUs or otherwise the amount (in cash, Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, their settlement of the RSUs or any payment or transfer of the RSUs, RSUs 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 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 taxes (up to the Participant upon settlement of the RSUs with a Fair Market Value equal to such maximum permissible withholding liability. amounts).
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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 agrees to take all steps that the Committee or the Company determines are reasonably necessary to comply with all applicab
...le 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 Vesting and settlement of the RSUs 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 RSUs or otherwise the amount (in cash, Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, their settlement of the RSUs or any payment or transfer of the RSUs, RSUs 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 sell the number of shares of Common Stock that would otherwise be available for delivery upon settlement of the RSUs necessary to generate sufficient proceeds to satisfy withholding obligations. 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 of the RSUs with a Fair Market Value equal to such withholding liability.
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