Delivery of Shares Contract Clauses (614)

Delivery of Shares. As soon as practicable after the Company receives the notice of exercise and payment of the exercise price as provided above, and has determined that all other conditions to exercise, including satisfaction of withholding tax obligations and compliance with applicable laws as provided in Section 18(c) of the Plan, have been satisfied, it shall deliver to the person exercising the Option, in the name of such person, the Shares being purchased, as evidenced by issuance of a stock certificate or ce...rtificates, electronic delivery of such Shares to a brokerage account designated by such person, or book-entry registration of such Shares with the Company's transfer agent. The Company shall pay any original issue or transfer taxes with respect to the issue or transfer of the Shares and all fees and expenses incurred by it in connection therewith. All Shares so issued shall be fully paid and nonassessable. View More

Delivery of Shares. (a) Vesting. Shares that vest (together with any payment due pursuant to the terms herein in respect of such Shares) shall be delivered to Participant (or the person to whom ownership rights may have passed by will or the laws of descent and distribution), on or as soon as administratively practicable after, the date of such vesting. (b) Certain Limitations. Notwithstanding the foregoing provisions of this Section 3, delivery of Shares, if any, by reason of Participant's termination of employmen...t shall be delayed until the six (6) month anniversary of the date of Participant's termination of employment to the extent necessary to comply with Code Section 409A(a)(B)(i), and the determination of whether or not there has been a termination of Participant's employment with the Company shall be made by the Administrator consistent with the definition of "separation from service" (as that phrase is used for purposes of Code Section 409A, and as set forth in Treasury Regulation Section 1.409A-1(h)). View More

Delivery of Shares. Delivery of the certificates representing the shares of Common Stock purchased upon exercise of the Awarded Options shall be made as soon as reasonably practicable after receipt of notice of exercise and full payment of the Exercise Price and any required withholding taxes. If the Company so elects, its obligation to deliver shares of Common Stock upon the exercise of the Awarded Options shall be conditioned upon its receipt from the person exercising the Awarded Options of an executed investmen...t letter, in form and content satisfactory to the Company and its legal counsel, evidencing the investment intent of such person and such other matters as the Company may reasonably require. If the Company so elects, the certificate or certificates representing the shares of Common Stock issued upon exercise of the Awarded Options shall bear a legend to reflect any restrictions on transferability. View More

Delivery of Shares. Upon a Vesting Date, the Company shall notify Grantee (or Grantee's legal representatives, estate or heirs, in the event of Grantee's death before a Vesting Date) that the Restricted Shares have vested. Except to the extent that Grantee has elected to defer the delivery of Shares under the Deferred Compensation Plan, within ten (10) business days after the Vesting Date, the Company shall, without payment from Grantee for the Restricted Shares, deliver to Grantee a certificate for the Restricted ...Shares without any legend or restrictions, except for such restrictions as may be imposed by the Committee, in its sole judgment, under Paragraph 7, provided that no certificates for Shares will be delivered to Grantee until appropriate arrangements have been made with Employer for the withholding of any taxes which may be due with respect to such Shares. The Company is authorized to withhold from any cash remuneration then or thereafter payable to Grantee an amount sufficient to cover required tax withholdings and is further authorized to cancel a number of Shares for which the restrictions have lapsed having an aggregate Fair Market Value equal to the required tax withholdings. The Company may condition delivery of certificates for Shares upon the prior receipt from Grantee of any undertakings which it may determine are required to assure that the certificates are being issued in compliance with federal and state securities laws. The right to payment of any fractional Shares shall be satisfied in cash, measured by the product of the fractional amount times the fair market value of a Share on the Vesting Date, as determined by the Committee. View More

Delivery of Shares. As soon as reasonably practicable (and in all events within 74 days) after Performance Share Units become Earned Performance Share Units, a stock certificate (which may be in electronic form) for such number of shares of Common Stock equal to the number of Earned Performance Share Units in the name of the Participant shall be delivered to the Participant (or, in the case of Participant's death or Permanent Disability, to the Participant's estate or guardian), subject to the Company's collection ...of applicable withholding taxes in accordance with Section 9 below. All shares of Common Stock issuable to the Participant shall be issued under the Plan, and the Company shall at all times ensure that there are sufficient shares reserved for issuance under the Plan to satisfy its obligations hereunder. View More

Delivery of Shares. Subject to and upon the terms, conditions, and restrictions set forth in this Agreement, The Kroger Co. (the "Company" or "Kroger") will deliver to you the number of common shares, $1 par value per share, of Kroger (the "Shares") equal to the product determined by multiplying (a) the number of performance units converted from the value indicated on your 2019 Executive Compensation form or award letter with respect to the 2019-2021 long term incentive plan ("Notice of Award") by (b) the percentag...e determined in accordance with the provisions of Paragraphs 2 and 3 below. The Performance Period shall include fiscal years 2019, 2020, and 2021. Delivery of Shares will be deemed to occur on the date of the regularly scheduled meeting of Kroger's Board of Directors held in March 2022 or such other date as determined by the Committee, and Shares will be deposited into your account at Kroger's designated brokerage firm as soon thereafter as is administratively practical. View More

Delivery of Shares. Upon receipt of notice and payment as provided hereunder, the Company shall make delivery of the Shares for which the Stock Option was exercised within a reasonable period, but in no event later than 30 days, thereafter. 6 7. Non-Hire/Solicitation/Confidentiality/Code of Conduct. As a condition of Participant's eligibility to receive this Stock Option and regardless of whether such Stock Option vests or is exercised, Participant agrees that he or she will (a) not, directly or indirectly, during ...the term of Participant's Employment, and for a period of one year (two years if terminate Employment by reason of Retirement) thereafter, hire, solicit, entice away or in any way interfere with THG's relationship with, any of its officers or employees, or in any way attempt to do so or participate with, assist or encourage a third party to do so; (b) neither disclose any of THG's confidential and proprietary information to any third party, nor use such information for any purpose other than for the benefit of THG and in accordance with THG's policies; (c) not, during the term of Participant's Employment, and for a period of one year (two years if terminate Employment by reason of Retirement) thereafter, interfere with or seek to interfere with, THG's relationships with any of its policyholders, customers, clients, agents or vendors; and (d) at all times comply with (i) THG's Code of Conduct and other policies and procedures as in effect from time to time, and (ii) any non-competition, non-disclosure, non-solicitation or similar agreement he or she may have with the Company or any of its Affiliates. The terms of this Section 7 shall survive the expiration or earlier termination of this Agreement. View More