Payment of Shares. The Company shall make a payment to the Participant of Shares based on the number of the vested PRSUs credited to the Participant's Account upon the applicable scheduled issuance date specified in the Vesting and Issuance Criteria. However, if a scheduled delivery date falls on a date that is not a trading day, such delivery date shall instead fall on the next following trading day. Notwithstanding the foregoing, in the event that the Company determines that any Shares are scheduled under this A
...greement to be delivered on a day (the "Original Distribution Date") on which the Company determines that a sale by the Participant of such Shares would (i) violate the registration requirements under the Securities Act or (ii) violate any of the provisions of the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto) or (iii) violate a "lock-up" agreement undertaken in connection with an issuance of securities by the Company or (iv) not be permitted under applicable securities laws or Company policies by the Participant on the open market and (v) the Company elects, prior to the Original Distribution Date, not to satisfy its tax withholding obligation by withholding Shares from the Shares otherwise due to the Participant on the Original Distribution Date under this Agreement, then such Shares shall not be delivered on such Original Distribution Date and shall instead be delivered as soon as practicable on the date on which the sale of such Shares would not be in violation of any of such registration requirements, the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto), lock-up agreement or would otherwise be permitted under applicable securities laws or Company policies by the Participant on the open market; provided, however, that in no event shall the delivery of the Shares be delayed pursuant to this Section 8 beyond December 31 of the calendar year in which the Original Distribution Date occurs.
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Payment of Shares. The Company shall make a payment to the Participant of Shares based on the number of the vested
PRSUs Restricted Stock Units credited to the Participant's Account upon
each applicable Vest Date of the
applicable scheduled issuance date specified Restricted Stock Units as provided in
the Vesting and Issuance Criteria. However, if a scheduled delivery date falls on a date that is not a trading day, such delivery date shall instead fall on the next following trading day. Notwithstanding Section 4 a...bove. [Notwithstanding the foregoing, in the event that the Company determines that any Shares are scheduled under this Agreement to be delivered on a day (the "Original Distribution Date") on which the Company determines that a sale by the Participant of such Shares would violate (i) violate the registration requirements under the Securities Act or Act, (ii) violate any of the provisions of the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto) or (iii) violate a "lock-up" agreement undertaken in connection with an issuance of securities by the Company or (iv) not be permitted under applicable securities laws or Company policies by the Participant on the open market and (v) Company, then (unless the Company elects, prior to the Original Distribution Date, not to satisfy its tax withholding obligation by withholding Shares from the Shares otherwise due to the Participant you on the Original Distribution Date under this Agreement, then such Agreement) the Shares shall not be delivered on such Original Distribution Date and shall instead be delivered as soon as practicable on the date on which the sale of such Shares would not be in violation of any of such registration requirements, requirement, the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto), thereto) or lock-up agreement or would otherwise be permitted under applicable securities laws or Company policies by the Participant on the open market; agreement; provided, however, that in no event shall the delivery of the Shares be delayed pursuant to this Section 8 provision beyond the later of (a) December 31 of the calendar year in which the Original Distribution Issuance Date occurs. occurs (that is, the last day of your taxable year in which the Original Issuance Date occurs), and (b) if and only if permitted in a manner that complies with U.S. Treasury Regulation Section 1.409A-1(b)(4), the date that is the 15th day of the third calendar month of the year following the year in which the Shares under this Agreement are no longer subject to a "substantial risk of forfeiture" within the meaning of U.S. Treasury Regulation Section 1.409A-1(d).]
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Payment of Shares. The Company shall make a payment to the Participant of Shares based on the number of the vested
PRSUs Restricted Stock Units credited to the Participant's Account upon
each applicable Vest Date of the
applicable scheduled issuance Restricted Stock Units as provided in Section 4 above, or other date
specified in that the
Vesting and Issuance Criteria. Restricted Stock Units earlier vest. However, if a scheduled delivery date falls on a date that is not a trading day, such delivery date shall inst
...ead fall on the next following trading day. Notwithstanding the foregoing, in the event that the Company determines that any Shares are scheduled under this Agreement to be delivered on a day (the "Original Distribution Date") on which the Company determines that a sale by the Participant of such Shares would (a) (i) violate the registration requirements under the Securities Act or (ii) violate any of the provisions of the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto) or (iii) violate a "lock-up" agreement undertaken in connection with an issuance of securities by the Company or (iv) not be permitted under applicable securities laws or Company policies by the Participant on the open market and (v) (b) the Company elects, prior to the Original Distribution Date, not to satisfy its tax withholding obligation by withholding Shares from the Shares otherwise due to the Participant on the Original Distribution Date under this Agreement, then such Shares shall not be delivered on such Original Distribution Date and shall instead be delivered as soon as practicable on the date on which the sale of such Shares would not be in violation of any of such registration requirements, the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto), lock-up agreement or would otherwise be permitted under applicable securities laws or Company policies by the Participant on the open market; provided, however, that in no event shall the delivery of the Shares be delayed pursuant to this Section 8 provision beyond the later of (a) December 31 of the calendar year in which the Original Distribution Issuance Date occurs. occurs (that is, the last day of the Participant's taxable year in which the Original Issuance Date occurs), and (b) if and only if permitted in a manner that complies with U.S. Treasury Regulation Section 1.409A-1(b)(4), the date that is the 15th day of the third calendar month of the year following the year in which the Shares under this Agreement are no longer subject to a "substantial risk of forfeiture" within the meaning of U.S. Treasury Regulation Section 1.409A-1(d).
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Payment of Shares. The Company shall make a payment to the Participant of Shares based on the number of the vested PRSUs credited to the Participant's Account upon
the each applicable
scheduled issuance vesting date specified in the Vesting and Issuance Criteria. However, if a scheduled
delivery vesting date falls on a date that is not a trading day, such delivery
date shall instead fall on the next following trading day. Notwithstanding the foregoing, in the event that the Company determines that any Shares are s
...cheduled under this Agreement to be delivered on a day (the "Original Distribution Date") on which the Company determines that a sale by the Participant of such Shares on the open market would be prohibited for any reason, including because it would (i) violate the registration requirements under the Securities Act or (ii) violate any of the provisions of the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto) or (iii) violate a "lock-up" agreement undertaken in connection with an issuance of securities by the Company or (iv) not be permitted under applicable securities laws or Company policies, including insider trading policies by applicable to the Participant on the open market and (v) the Company elects, prior to the Original Distribution Date, not to satisfy its tax withholding obligation by withholding Shares from the Shares otherwise due to the Participant on the Original Distribution Date under this Agreement, or there is no tax withholding obligation due, then such Shares shall not be delivered on such Original Distribution Date and shall instead be delivered as soon as practicable on the date on which the sale of such Shares by the Participant on the open market would not be in violation of any of such registration requirements, the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto), lock-up agreement or would otherwise be permitted under applicable securities laws or Company policies by the Participant on the open market; policies; provided, however, that in no event shall the delivery of the Shares be delayed pursuant to this Section 8 provision beyond the later of (a) December 31 of the calendar year in which the Original Distribution Issuance Date occurs. occurs (that is, the last day of the Participant's taxable year in which the Original Issuance Date occurs), and (b) if and only if permitted in a manner that complies with U.S. Treasury Regulation Section 1.409A-1(b)(4), the date that is the 15th day of the third calendar month of the year following the year in which the Shares under this Agreement are no longer subject to a "substantial risk of forfeiture" within the meaning of U.S. Treasury Regulation Section 1.409A-1(d).
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Payment of Shares. The Company shall make a payment to the Participant of Shares based on the number of the vested
PRSUs Restricted Stock Units credited to the Participant's Account upon the
applicable scheduled issuance date specified earliest of (i) the three-year anniversary of the Grant Date; (ii) the Participant's "separation from service" for purposes of Section 409A of the Code ("Separation from Service"), subject to any delay required pursuant to Section 12(j); or (iii) as provided by Section 10 in connect...ion with a change in the Vesting and Issuance Criteria. ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company as described in Code Section 409A(a)(2)(A)(iv) ("409A CiC"). However, if a scheduled delivery date falls on a date that is not a trading day, such delivery date shall instead fall on the next following trading day. Notwithstanding the foregoing, in the event that the Company determines that any Shares are scheduled under this Agreement to be delivered on a day (the "Original Distribution Date") on which the Company determines that a sale by the Participant of such Shares would (i) violate the registration requirements under the Securities Act or (ii) violate any of the provisions of the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto) or (iii) violate a "lock-up" agreement undertaken in connection with an issuance of securities by the Company or (iv) not be permitted under applicable securities laws or Company policies by the Participant on the open market and (v) the Company elects, prior to the Original Distribution Date, not to satisfy its tax withholding obligation by withholding Shares from the Shares otherwise due to the Participant on the Original Distribution Date under this Agreement, then such Shares shall not be delivered on such Original Distribution Date and shall instead be delivered as soon as practicable on the date on which the sale of such Shares would not be in violation of any of such registration requirements, the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto), lock-up agreement or would otherwise be permitted under applicable securities laws or Company policies by the Participant on the open market; provided, however, that in no event shall the delivery of the Shares be delayed pursuant to this Section 8 provision beyond December 31 of the calendar year in which the Original Distribution Issuance Date occurs.
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