Conditions to Issuance of Shares. The Shares
issued deliverable to
you Participant hereunder may be either previously authorized but unissued
shares Shares or issued
shares Shares which have been reacquired by the Company. The Company shall not be required to issue any
certificate or certificates for Shares
hereunder prior to fulfillment of all of the following conditions: (a) the admission of such Shares to listing on all stock exchanges on which such class of stock is then listed; (b) the completion of any registration or othe
...r qualification of such Shares under any state or federal law or under the rulings or and regulations of the SEC Securities and Exchange Commission ("SEC") or any other governmental regulatory body, which the compensation committee of the Board of Directors (the "Compensation Committee") Committee shall, in its discretion, deem necessary or advisable; (c) the obtaining of any approval or other clearance from any state or federal governmental agency, which the Compensation Committee shall, in its discretion, determine to be necessary or advisable; and (d) the lapse of such reasonable period of time following the date of vesting grant of the Award or the payment event specified in a deferral election Shares as the Compensation Committee may establish from time to time for reasons of administrative convenience (provided that any such period shall be in compliance with Code Section 409A); and (e) your acceptance of the terms and conditions of this Agreement, the Award Memorandum and the Plan within the time period and in the manner specified in this Agreement. convenience.
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Conditions to Issuance of Shares. The
Option Shares issued to you hereunder
upon exercise and purchase may be either previously authorized but unissued shares or issued shares which have been reacquired by the Company. The Company shall not be required to issue any
Option Shares hereunder prior to fulfillment of all of the following conditions: (a) the admission of such
Option Shares to listing on all stock exchanges on which such class of stock is then listed; (b) the completion of any registration or other qualification of suc
...h Option Shares under any state or federal law or under the rulings or regulations of the SEC or any other governmental regulatory body, which the compensation committee of the Board of Directors (the "Compensation Committee") shall, in its discretion, deem necessary or advisable; (c) the obtaining of any approval or other clearance from any state or federal governmental agency, which the Compensation Committee shall, in its discretion, determine to be necessary or advisable; (d) the lapse of such reasonable period of time following the date of vesting exercise of the Award or the payment event specified in a deferral election Option as the Compensation Committee may establish from time to time for reasons of administrative convenience (provided that any such period shall be in compliance with Code Section 409A); convenience; and (e) your acceptance of the terms and conditions of this Agreement, the Award Memorandum and the Plan within the time period and in the manner specified in this Agreement.
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