Grouped Into 47 Collections of Similar Clauses From Business Contracts
This page contains Settlement clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Settlement. (a) Settlement of Placement Shares. Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement Shares will occur on the second (2nd) Trading Day (or such earlier day as is industry practice for regular-way trading) following the date on which such sales are made (each, a "Settlement Date" and the first such settlement date, the "First Delivery Date"). The amount of proceeds to be delivered to the Company on a Settlement Date against receipt of the Placement ...Shares sold (the "Net Proceeds") will be equal to the aggregate sales price received by Agent at which such Placement Shares were sold, after deduction for (i) Agent's commission, discount or other compensation for such sales payable by the Company pursuant to Section 3 hereof, (ii) any other amounts due and payable by the Company to Agent hereunder pursuant to Section 8(g) (Expenses) hereof, and (iii) any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales. (b) Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting Agent's or its designee's account (provided Agent shall have given the Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradeable, transferable, registered shares in good deliverable form. On each Settlement Date, Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date through no fault of Agent, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a) (Indemnification and Contribution) hereto, it will (i) hold Agent harmless against any loss, claim, damage, or reasonable and documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company and (ii) pay to Agent (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default.View More
Settlement. (a) Settlement of Placement Shares. Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement Shares will occur on the second (2nd) Trading Day (or such earlier day as is industry practice for regular-way trading) following the date on which such sales are made (each, a "Settlement Date" and the first such settlement date, the "First Delivery Date"). The amount of proceeds to be delivered to the Company on a Settlement Date against receipt of the Placement ...Shares sold (the "Net Proceeds") will be equal to the aggregate sales price received by Agent Cowen at which such Placement Shares were sold, after deduction for (i) Agent's Cowen's commission, discount or other compensation for such sales payable by the Company pursuant to Section 3 2 hereof, (ii) any other amounts due and payable by the Company to Agent Cowen hereunder pursuant to Section 8(g) 7(g) (Expenses) hereof, and (iii) any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales. (b) Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting Agent's Cowen's or its designee's account (provided Agent Cowen shall have given the Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradeable, transferable, registered shares in good deliverable form. On each Settlement Date, Agent Cowen will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date through no fault of Agent, Cowen, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a) 9(a) (Indemnification and Contribution) hereto, it will (i) hold Agent Cowen harmless against any loss, claim, damage, or reasonable and documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company and (ii) pay to Agent Cowen (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. View More
Settlement. (a) Settlement of Placement Shares. Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement Shares will occur on the second (2nd) Trading Day (or such earlier day as is industry practice for regular-way trading) following the date on which such sales are made (each, a "Settlement Date" and the first such settlement date, the "First Delivery Date"). The amount of proceeds to be delivered to the Company on a Settlement Date against receipt of the Placement ...Shares sold (the "Net Proceeds") will be equal to the aggregate sales price received by Agent HCW at which such Placement Shares were sold, after deduction for (i) Agent's commission, discount or other compensation HCW's commission for such sales payable by the Company pursuant to Section 3 hereof, set forth on Schedule 3, (ii) any other amounts due and payable by the Company to Agent HCW hereunder pursuant to Section 8(g) 7(g) (Expenses) hereof, and (iii) any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales. (b) Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting Agent's HCW's or its designee's account (provided Agent HCW shall have given the Company written 4 notice of such designee at least one Trading Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System ("DWAC") or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradeable, tradable, transferable, registered shares in good deliverable form. On each Settlement Date, Agent HCW will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date through no fault of Agent, the Company agrees that HCW, in addition to and in no way limiting the rights and obligations set forth in Section 10(a) (Indemnification and Contribution) 9(a) (Company Indemnification) hereto, it will (i) hold Agent HCW harmless against any loss, claim, damage, or reasonable and reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company Company, and (ii) pay to Agent (without duplication) HCW any commission, discount, or other compensation commission to which it would otherwise have been entitled absent such default. View More
Settlement. (a) Settlement of Placement Shares. Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement Shares will occur on the second (2nd) Trading Day (or such earlier day as is industry practice for regular-way trading) following the date on which such sales are made (each, a "Settlement Date" and the first such settlement date, the "First Delivery Date"). The amount of proceeds to be delivered by the Placement Agent to the Company on a Settlement Date against re...ceipt of the Placement 8 Shares sold (the "Net Proceeds") will be equal to the aggregate gross sales price received by tendered to the Placement Agent at which such for the sale of Placement Shares were sold, after deduction for (i) Shares, minus the Placement Agent's commission, discount or other compensation for such sales payable by the Company pursuant to Section 3 hereof, (ii) any other amounts due and payable by the Company to Agent hereunder pursuant to Section 8(g) (Expenses) 2 hereof, and (iii) minus any further deduction for any transaction fees, transfer taxes or similar taxes or fees imposed by any governmental governmental, regulatory or self-regulatory organization in respect of such sales. sales (the "Transaction Fees"). The Placement Agent shall notify the Company as promptly as practicable if there will be any deduction on account of any applicable Transaction Fees, and shall provide an itemization of any deductions to the Company in accordance with Section 3(b). (b) Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting the Placement Agent's or its designee's account (provided the Placement Agent shall have given the Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradeable, transferable, registered shares in good deliverable form. On each Settlement Date, the Placement Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company. (c) Default by Company on, or prior to, the Settlement Date. Transfer Agent. The Company agrees that if the Company, it, or its transfer agent (if applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date through no fault of Agent, the Company agrees that Date, in addition to and in no way limiting the rights and obligations set forth in Section Sections 10(a) (Indemnification of Each Agent) and Contribution) hereto, 11 (Contribution) below, it will (i) indemnify and hold each applicable Agent subject to a Placement Notice with respect to such Placement Shares harmless against any loss, claim, damage, or reasonable and documented expense (including reasonable and documented legal fees and expenses), as actually and reasonably incurred, arising out of or in connection with such default by the Company Company, and (ii) notwithstanding any such default by the Company, will pay to such Agent (without duplication) any the commission, discount, or other compensation to which it would otherwise have been entitled absent such default. View More
Settlement. Settlement of RSUs shall be made within 30 days following the applicable date of vesting under the vesting schedule set forth in the Notice. Settlement of RSUs shall be in Shares. Settlement means the delivery of the Shares vested under the RSUs. No fractional RSUs or rights for fractional Shares shall be created pursuant to this Agreement.
Settlement. Settlement of RSUs shall will be made within 30 thirty (30) days following the applicable date of vesting under the vesting schedule Vesting Schedule set forth in the Notice. Settlement of RSUs shall will be in Shares. Settlement means the delivery of the Shares vested under the RSUs. No fractional RSUs or rights for fractional Shares shall will be created pursuant to this Agreement.
Settlement. Settlement of RSUs shall will be made within 30 thirty (30) days following the applicable date of vesting under the vesting schedule Vesting Schedule set forth in the Notice. Settlement of RSUs shall will be in Shares. Settlement means the delivery of the Shares vested under the RSUs. No fractional RSUs or rights for fractional Shares shall will be created pursuant to this Agreement.
Settlement. Settlement of RSUs shall will be made within 30 days following the applicable date of vesting under the vesting schedule Vesting Schedule set forth in the Notice. Settlement of RSUs shall will be in Shares. Settlement means the delivery of the Shares vested under the RSUs. No fractional RSUs or rights for fractional Shares shall be created pursuant to this Agreement.
Settlement. (a)Subject to the terms of the Plan and this Award Agreement, unless you have made a settlement election under subsection (d) below, your vested RSUs, including any RSUs credited pursuant to Section 5, shall be settled in a lump sum as soon as administratively practicable, but no later than 90 days following the earliest date to occur of: (i) your Termination; (ii) your death, (iii) your Disability, or (iv) the third anniversary of the Grant Date (the "Settlement Date"). Your whole RSUs shall be... settled in full Shares, and any fractional RSU shall be settled in cash, determined based upon the Fair Market Value of a Share on the Settlement Date. (b)Except as provided in Section 5 below, you will have none of the rights of a shareholder with respect to Shares underlying the RSUs unless and until you become the record holder of such Shares. (c)If there is a Change in Control, your RSUs, including any RSUs credited pursuant to Section 5, may vest in accordance with the Plan. See the Plan for further details. (d)Notwithstanding subsection (a) above, subject to the terms of the Plan and this Award Agreement, you may make an election to provide that if your Termination occurs before the third anniversary of the Grant Date, your vested RSUs, including any RSUs credited pursuant to Section 5, shall be settled in a lump sum as soon as administratively practicable, but no later than 90 days following the third anniversary of the Grant Date. For such an election to be effective, you must have completed such an election on a form provided by the Company no later than December 31st of the year before the year in which the Grant Date occurred. If you do not complete the election form within such time period provided in the form, you will receive your vested RSUs as provided in subsection (a) above. 2 5. DIVIDEND EQUIVALENTS. With respect to each dividend equivalent: (a)If a cash dividend is declared and paid on the Shares underlying the RSUs, you will be credited with an additional number of RSUs equal to the quotient of: (i)The product of (I) the number of RSUs granted under this Award Agreement (including additional RSUs previously credited in accordance with this Section 5) that have not been settled as of the dividend payment date, multiplied by (II) the amount of the cash dividend paid per Share; divided by (ii)The Fair Market Value (which shall be equal to the closing price) of a Share on the date such cash dividend is paid. (b)If a Share dividend is declared and paid on the Shares underlying the RSUs, you will be credited with an additional number of RSUs equal to the product of: (i)The number of RSUs granted under this Award Agreement (including additional RSUs previously credited in accordance with this Section 5) that have not been settled as of the dividend payment date, multiplied by (ii)The number of Shares paid as a dividend per Share. (c)Any additional RSUs credited pursuant to this Section 5 shall be subject to the same terms and conditions as the RSUs granted pursuant to Section 1 above. (d)Any fractional number of RSUs resulting from the calculations under this Section 5 shall be rounded to the nearest whole Share.View More
Settlement. (a)Subject (a) Subject to the terms of the Plan and this Award Agreement, unless you have made a settlement election under subsection (d) below, your vested RSUs, including any RSUs credited pursuant to Section 5, shall be settled in a lump sum as soon as administratively practicable, but no later than 90 days following the earliest date to occur of: (i) your Termination; (ii) your death, (iii) your Disability, or (iv) the third anniversary of the Grant Date (the "Settlement Date"). Your whole R...SUs shall be settled in full Shares, and any fractional RSU shall be settled in cash, determined based upon the Fair Market Value of a Share on the Settlement Date. (b)Except Date, which shall be equal to the closing price of a Share on the Settlement date if it is a trading day or, if such date is not a trading day, on the next preceding trading day..(b) Except as provided in Section 5 below, you will have none of the rights of a shareholder with respect to Shares underlying the RSUs unless and until you become the record holder of such Shares. (c)If (c) If there is a Change in Control, your RSUs, including any RSUs credited pursuant to Section 5, may vest in accordance with the Plan. See the Plan for further details. (d)Notwithstanding (d) Notwithstanding subsection (a) above, subject to the terms of the Plan and this Award Agreement, you may make an election to provide that if your Termination occurs before the third anniversary of the Grant Date, your vested RSUs, including any RSUs credited pursuant to Section 5, shall be settled in a lump sum as soon as administratively practicable, but no later than 90 days following the third anniversary of the Grant Date. If applicable, a copy of the signed election must be attached to this Agreement as Exhibit A. For such an election to be effective, you must have completed such an election on a form provided by the Company no later than December 31st of the year before the year in which the Grant Date occurred. If you do not complete the election form within such time period provided in the form, you will receive your vested RSUs as provided in subsection (a) above. 2 5. DIVIDEND EQUIVALENTS. With respect to each dividend equivalent: (a)If a cash dividend is declared and paid on the Shares underlying the RSUs, you will be credited with an additional number of RSUs equal to the quotient of: (i)The product of (I) the number of RSUs granted under this Award Agreement (including additional RSUs previously credited in accordance with this Section 5) that have not been settled as of the dividend payment date, multiplied by (II) the amount of the cash dividend paid per Share; divided by (ii)The Fair Market Value (which shall be equal to the closing price) of a Share on the date such cash dividend is paid. (b)If a Share dividend is declared and paid on the Shares underlying the RSUs, you will be credited with an additional number of RSUs equal to the product of: (i)The number of RSUs granted under this Award Agreement (including additional RSUs previously credited in accordance with this Section 5) that have not been settled as of the dividend payment date, multiplied by (ii)The number of Shares paid as a dividend per Share. (c)Any additional RSUs credited pursuant to this Section 5 shall be subject to the same terms and conditions as the RSUs granted pursuant to Section 1 above. (d)Any fractional number of RSUs resulting from the calculations under this Section 5 shall be rounded to the nearest whole Share.View More
Settlement. The obligation to make payments and distributions with respect to RSUs shall be satisfied through the issuance of one Share for each vested RSU (the "settlement"), and the settlement of the RSUs may be subject to such conditions, restrictions and contingencies as the Committee shall determine. The RSUs shall be settled as soon as practicable after the applicable Vesting Date, but in no event later than March 15 of the year following the calendar year in which the applicable Vesting Date occurred... (as applicable, the "Settlement Date"). Notwithstanding the foregoing, the payment dates set forth in this Section 3 have been specified for the purpose of complying with the provisions of Section 409A of the Code. To the extent payments are made during the periods permitted under Section 409A of the Code (including any applicable periods before or after the specified payment dates set forth in this Section 3), the Company shall be deemed to have satisfied its obligations under the Plan and shall be deemed not to be in breach of its payments obligations hereunder. Upon settlement, the RSUs shall no longer be subject to the transfer restrictions set forth in Section 10(a).View More
Settlement. The obligation to make payments and distributions with respect to RSUs shall be satisfied through the issuance of one Share for each vested RSU (the "settlement"), and the settlement of the RSUs may be subject to such conditions, restrictions and contingencies as the Committee Administrator shall determine. The RSUs shall be settled as soon as practicable after the applicable Vesting Date, RSUs vest, but in no event later than March 15 of the year following the calendar year in which the applica...ble Vesting Date occurred RSUs vested (as applicable, the "Settlement Date"). Notwithstanding the foregoing, the payment dates set forth in this Section 3 have been specified for the purpose of complying with being exempt from the provisions of Section 409A of the Code. To the extent payments are made during the periods permitted under Section 409A of the Code (including any applicable periods before or after the specified payment dates set forth in this Section 3), the Company shall be deemed to have satisfied its obligations under the Plan and shall be deemed not to be in breach of its payments obligations hereunder. Upon settlement, the RSUs shall no longer be subject to the transfer restrictions set forth in Section 10(a).View More
Settlement. The obligation to make payments and distributions with respect to RSUs shall be satisfied through the issuance of one Share or cash equal to the Fair Market Value of one Share for each vested RSU as determined by the Committee in its sole discretion (the "settlement"), and the settlement of the RSUs may be subject to such conditions, restrictions and contingencies as the Committee shall determine. The RSUs shall be settled [DIRECTOR CHOICE: (1) as soon as practicable after the applicable Vesting... Date, RSUs vest, but in no event later than March 15 of the year following the calendar year in which the applicable Vesting RSUs vested OR (2) on or within thirty (30) days following the fifth anniversary of the Date occurred of Grant, or if [earlier/later] the date of the Director's separation from service within the meaning of Section 409A of the Code] (as applicable, the "Settlement Date"). Notwithstanding the foregoing, the payment dates set forth in this Section 3 have been specified for the purpose of complying with the provisions of Section 409A of the Code. To the extent payments are made during the periods permitted under Section 409A of the Code (including any applicable periods before or after the specified payment dates set forth in this Section 3), the Company shall be deemed to have satisfied its obligations under the Plan and shall be deemed not to be in breach of its payments obligations hereunder. Upon settlement, the RSUs shall no longer be subject to the transfer restrictions set forth in Section 10(a).View More
Settlement. The obligation to make payments and distributions with respect to RSUs shall be satisfied through the issuance of one Share for each vested RSU (the "settlement"), and the settlement of the RSUs may be subject to such conditions, restrictions and contingencies as the Committee shall determine. The RSUs shall be settled as soon as practicable after the applicable Vesting Date, RSUs vest, but in no event later than March 15 of the year following the calendar year in which the applicable Vesting Da...te occurred RSUs vested (as applicable, the "Settlement Date"). Notwithstanding the foregoing, the payment dates set forth in this Section 3 have been specified for the purpose of complying with being exempt from the provisions of Section 409A of the Code. To the extent payments are made during the periods permitted under Section 409A of the Code (including any applicable periods before or after the specified payment dates set forth in this Section 3), the Company shall be deemed to have satisfied its obligations under the Plan and shall be deemed not to be in breach of its payments obligations hereunder. Upon settlement, the RSUs shall no longer be subject to the transfer restrictions set forth in Section 10(a).View More
Settlement. The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Claim to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such Claim with or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful ...on the merits or otherwise in such Claim. Anyone seeking to overcome this presumption shall have the burden of proof.View More
Settlement. (a) Indemnitee shall be entitled to settle any Claim, in whole or in part, in such Indemnitee's sole discretion. To the fullest extent permitted by law, any settlement of a Claim by Indemnitee shall be deemed the Final Disposition of such Claim for all purposes of this Agreement. The Company acknowledges that a settlement or other disposition short of final judgment on the merits may be successful if it permits a party to avoid expense, delay, distraction, disruption disruption, and uncertainty.... In the event that any Claim to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such Claim with or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise in such Claim. Anyone Any individual or entity seeking to overcome this presumption shall have the burden to prove by clear and convincing evidence that Indemnitee has not been successful on the merits or otherwise in such Claim. (b) Indemnitee shall be entitled to participate in, and assume, the defense of proof. any Claim. Indemnitee shall have the right to employ such Indemnitee's own legal counsel in connection with any Claim, and any attorneys' fees and costs actually and reasonably incurred by or on behalf of Indemnitee shall be payable by the Company in accordance with this Agreement. View More
Settlement. The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Claim action, claim or proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such Claim action, claim or proceeding with or without payment of money or other consideration) i...t shall be presumed that Indemnitee has been successful on the merits or otherwise in such Claim. action, suit or proceeding. Anyone seeking to overcome this presumption shall have the burden of proof. View More
Settlement. Indemnitee shall be entitled to settle any Claim, in whole or in part, in such Indemnitee's sole discretion. To the fullest extent permitted by law, any settlement of a Claim by Indemnitee shall be deemed the Final Disposition of such Claim for all purposes of this Agreement. The Company acknowledges that a settlement or other disposition short of final judgment on the merits may be successful if it permits a party to avoid expense, delay, distraction, disruption disruption, and uncertainty. In ...the event that any Claim to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such Claim with or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise in such Claim. Anyone Any individual or entity seeking to overcome this presumption shall have the burden of proof. to prove by clear and convincing evidence that Indemnitee has not been successful on the merits or otherwise in such Claim. View More
Settlement. (a) The Securities to be purchased by each Underwriter hereunder, in book-entry only form represented by one or more Depositary Receipts deposited with The Depository Trust Company ("DTC") and in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight hours' prior notice to the Company shall be delivered by the Company to the Representatives, through the facilities of DTC, for the account of such Underwriter, against payment by or o...n behalf of such Underwriter of the Purchase Price therefor by wire transfer of immediately available funds to the account(s) specified by the Company to the Representatives at least forty-eight hours in advance. The Depositary Receipts will be made available for checking and packaging at least twenty-four hours prior to the Time of Delivery with respect thereto at the office of DTC or its designated custodian (the "Designated Office"). 9 (b) The time and date of delivery of and payment for the Securities shall be 11:00 a.m., New York City time, on August 1, 2016 or such other time and date as the Representatives and the Company may agree upon in writing. Such time and date for delivery of the Securities is herein called the "Time of Delivery". (c) The documents to be delivered at the Time of Delivery by or on behalf of the parties hereto pursuant to Section 8 hereof, including the cross-receipt for the Securities and any additional documents requested by the Underwriters pursuant to Section 8(l) hereof, will be delivered at the offices of Cleary Gottlieb Steen & Hamilton LLP, One Liberty Plaza, New York, New York 10006 (the "Closing Location"), and the Securities will be delivered at the Designated Office, at the Time of Delivery. A meeting will be held at the Closing Location at 4:00 p.m., New York City time, on the New York Business Day immediately preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of Section 2 and of this Section 4, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close.View More
Settlement. (a) The Securities Shares to be purchased by each Underwriter hereunder, in book-entry only form represented by one or more Depositary Receipts deposited with The Depository Trust Company ("DTC") definitive form, and in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight 24 hours' prior notice to the Company shall be delivered by or on behalf of the Company to the Representatives, through the facilities of DTC, The Depository Tr...ust Company ("DTC"), for the account of such Underwriter, against payment by or on behalf of such Underwriter of the Purchase Price purchase price therefor by wire transfer of immediately available federal (same-day) funds to the account(s) account specified by the Company to the Representatives at least forty-eight 24 hours in advance. The Depositary Receipts Company will cause the certificates representing the Shares to be made available for checking and packaging at least twenty-four 24 hours prior to the Time of Delivery (as defined below) with respect thereto at the office of DTC or its designated custodian (the "Designated Office"). 9 (b) The time and date of such delivery of and payment for the Securities shall be 11:00 9:30 a.m., New York City time, on August 1, 2016 April 22, 2019 or such other time and date as the Representatives and the Company may agree upon in writing. Such time and date for delivery of the Securities Shares is herein called the "Time of Delivery". (c) Delivery." (b) The documents to be delivered at the any Time of Delivery by or on behalf of the parties hereto pursuant to Section 8 hereof, including the cross-receipt for the Securities Shares and any additional documents requested by the Underwriters pursuant to Section 8(l) 8(i) hereof, will be delivered at the offices of Cleary Gottlieb Steen & Hamilton LLP, One Liberty Plaza, Jones Day, 250 Vesey Street, New York, New York 10006 (the "Closing Location"), 10281, at 11:00 A.M., New York City time, and the Securities Shares will be delivered at the Designated Office, at the Time of Delivery. A meeting will be held at At the Closing Location at 4:00 p.m., New York City time, request of any party hereto, on the New York Business Day immediately preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available in electronic format for review by the parties hereto. For the purposes of Section 2 and of this Section 4, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close.View More
Settlement. The Company shall deliver to the Participant within forty-five (45) days following the vesting date of the Restricted Stock Units a number of Shares equal to the aggregate number of Restricted Stock Units that vest as of such date. No fractional Shares shall be delivered; the Company shall pay cash in respect of any fractional Shares. The Company may deliver such shares either through book entry accounts held by, or in the name of, the Participant or cause to be issued a certificate or certifica...tes representing the number of Shares to be issued in respect of the Restricted Stock Units, registered in the name of the Participant. Notwithstanding the foregoing, the Restricted Stock Units may be settled in the form of: (a) cash, to the extent settlement in Shares (i) is prohibited under applicable laws, (ii) would require the Participant, the Company or the Subsidiary that employs the Participant (the "Employer") to obtain the approval of any governmental and/or regulatory body in the Participant's country of residence (and country of employment, if different), or (iii) is administratively burdensome; or (b) Shares, but the Company may require the Participant to immediately sell such Shares if necessary to comply with applicable laws (in which case, the Participant hereby expressly authorizes the Company to issue sales instructions in relation to such Shares on the Participant's behalf).View More
Settlement. The Company shall deliver to the Participant within forty-five (45) days following the vesting date Certification Date of the Restricted Performance Stock Units a number of Shares equal to the aggregate number of Restricted Performance Stock Units that vest as of such date. No fractional Shares shall be delivered; the Company shall pay cash in respect of any fractional Shares. The Company may deliver such shares either through book entry accounts held by, or in the name of, the Participant or ca...use to be issued a certificate or certificates representing the number of Shares to be issued in respect of the Restricted Performance Stock Units, registered in the name of the Participant. Notwithstanding the foregoing, the Restricted Performance Stock Units may be settled in the form of: (a) cash, to the extent settlement in Shares (i) is prohibited under applicable laws, (ii) would require the Participant, the Company or the Subsidiary that employs the Participant (the "Employer") to obtain the approval of any governmental and/or regulatory body in the Participant's country of residence (and country of employment, if different), or (iii) is administratively burdensome; or (b) Shares, but the Company may require the Participant to immediately sell such Shares if necessary to comply with applicable laws (in which case, the Participant hereby expressly authorizes the Company to issue sales instructions in relation to such Shares on the Participant's behalf). View More
Settlement. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid by or on behalf of Indemnitee in settlement of any action or proceeding effected without the Company's prior written consent. The Company shall not settle any claim for which indemnification or advancement is sought hereunder in any manner that would impose any fine or penalty on Indemnitee without Indemnitee's written consent. Neither the Company nor the Indemnitee shall unreasonably withhold their consent t...o any proposed settlement.View More
Settlement. The Company shall not be liable required to indemnify Indemnitee under this Agreement for any amounts paid by or on behalf of Indemnitee in settlement of any action or proceeding Proceeding effected without the Company's prior its written consent. The Company shall not settle any action or claim for which indemnification or advancement is sought hereunder in any manner that which would impose any fine penalty or penalty limitation on Indemnitee without Indemnitee's written consent. Neither the C...ompany nor the Indemnitee shall may unreasonably withhold their its consent to any proposed settlement. View More
Settlement. The Company shall not be liable have no obligation to indemnify Indemnitee under this Agreement for any amounts paid by or on behalf of Indemnitee in settlement of any action or proceeding Claim effected without the Company's prior written consent. The Company shall not settle any claim for which indemnification or advancement is sought hereunder Claim in any manner that which would impose any fine fine, penalty or penalty any obligation on Indemnitee Indemnitee, without Indemnitee's prior writt...en consent. Neither the Company nor the Indemnitee shall unreasonably withhold withhold, condition or delay their consent to any proposed settlement. View More
Settlement. The Company shall not be liable have no obligation to indemnify Indemnitee under this Agreement for any amounts paid by or on behalf of Indemnitee in settlement of any action or proceeding Claim effected without the Company's prior written consent. The Company shall not settle any claim for Claim in which it takes the position that Indemnitee is not entitled to indemnification or advancement is sought hereunder in connection with such settlement without the consent of Indemnitee, nor shall the C...ompany settle any Claim in any manner that which would impose any fine Fine, admission of wrongdoing or penalty any obligation on Indemnitee Indemnitee, without Indemnitee's written consent. Neither the Company nor the Indemnitee shall unreasonably withhold their its or his consent to any proposed settlement. View More
Settlement. Each RSU granted hereunder shall represent the notional right to receive a single Ordinary Share and, upon a Domestication, if any, each RSU shall be converted into the notional right to receive a single share of Common Stock. Vested RSUs shall be settled in Ordinary Shares or shares of Common Stock, as applicable, on a date determined in the sole discretion of the Company that shall occur between the Vesting Date and March 15 of the year following the year in which vesting occurs.
Settlement. Each RSU granted hereunder shall represent the notional right to receive a single Ordinary Share and, upon a the Domestication, if any, each RSU shall will be converted into the notional right to receive a single share of Common Stock. Vested RSUs shall will be settled in Ordinary Shares or shares of Common Stock, as applicable, Stock on a date determined in the sole discretion of the Company that shall occur between the Vesting Date January 1 and March 15 December 31 of the year following the y...ear in which vesting occurs. View More
Settlement. Each RSU granted hereunder shall represent the notional right to receive a single Ordinary Share and, upon a Domestication, if any, each RSU shall will be converted into the notional right to receive a single share of Common Stock. Vested RSUs shall will be settled in Ordinary Shares or shares of Common Stock, as applicable, on a date determined in the sole discretion of the Company that shall occur between the Vesting Date January 1 and March 15 December 31 of the year following the year in whi...ch vesting occurs. View More
Settlement. Each RSU granted hereunder shall represent the notional right to receive a single Ordinary Share and, upon a Domestication, if any, each RSU shall will be converted into the notional right to receive a single share of Common Stock. Vested RSUs shall will be settled in Ordinary Shares or shares of Common Stock, as applicable, on a date determined in the sole discretion of the Company that shall occur between the Vesting Date January 1 and March 15 December 31 of the year following the year in whi...ch vesting occurs. View More
Settlement. (a) Not later than thirty (30) days following the Determination Date (as defined in Exhibit A), but in no event later than March 15th of the year following the end of the Performance Period, the Company shall deliver to the Participant the number of Shares that become earned and that vest on the Determination Date, determined in accordance with Exhibit A. Payment may be made by issuance of Shares in the name of the Participant and delivery of such Shares to the Participant or, in the discretion ...of the Company, by issuance and delivery of such Shares to a financial institution for the account of the Participant, or in any other commercially reasonable manner as may be determined by the Company. (b) The Participant's sales or other dispositions of Shares acquired upon settlement of the Performance Shares will be subject to applicable restrictions under Company policies applicable to the Participant, including those covering insider trading by employees. (c) Notwithstanding any provision in this Agreement to the contrary, the Company may, in its sole discretion, settle the Participant's Performance Shares in the form of (1) a cash payment to the extent settlement in Shares (i) is prohibited under local law, (ii) would require the Participant, the Company and/or the Employer to obtain the approval of any governmental and/or regulatory body in the Participant's country of residence (and/or country of employment, if different), or (iii) is administratively burdensome; or (2) Shares, but require the Participant to immediately sell such Shares (in which case, as a condition to the grant of this Award, the Participant hereby expressly and explicitly authorizes the Company to issue sales instructions, on the Participant's behalf) to any brokerage firm and/or third party administrator engaged by the Company to hold your Shares and other amounts acquired under the Plan.View More
Settlement. (a) Not (a)Not later than thirty (30) days following the Determination Date (as defined in Exhibit A), Date, but in no event later than March 15th of the year following the end of year in which the Performance Period, Period ends, the Company shall deliver to the Participant the number of Shares that become earned and that vest on the Determination Date, determined in accordance with Exhibit A. Payment may be made by issuance of Shares in the name of the Participant and delivery of such Shares t...o the Participant or, in the discretion of the Company, by issuance and delivery of such Shares to a financial institution for the account of the Participant, or in any other commercially reasonable manner as may be determined by the Company. (b) The Participant's sales (b)By participating in the Plan, the Participant expressly agrees to comply with the Company's insider trading policies and any other of its policies regarding insider trading or other dispositions personal account dealing applicable to the Participant. Further, the Participant expressly acknowledges and agrees that, depending on the country of Shares acquired upon settlement residence of the Performance Participant or the Participant's broker, or where Shares will are listed, the Participant may be subject to applicable insider trading restrictions under Company policies applicable and/or market abuse laws which may affect the Participant's ability to accept, acquire, sell or otherwise dispose of Shares, rights to Shares (e.g., Performance Shares) or rights linked to the Participant, including those covering value of Shares, during such times the Participant is considered to have, "inside information" or similar types of information regarding the Company as defined by the laws or regulations in the applicable country. Local insider trading by employees. (c) Notwithstanding laws and regulations may prohibit the cancellation or amendment of orders the Participant places before the Participant possessed such information. Furthermore, the Participant may be prohibited from (a) disclosing such information to any third party (other than on a "need to know" basis) and (b) "tipping" third parties or causing them otherwise to buy or sell securities (including other employees of the Company or any of its subsidiaries or affiliates). Any restriction under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company policies. The Participant expressly acknowledges and agrees that it is the Participant's responsibility to comply with any applicable restrictions, and the Participant should consult the Participant's personal advisor for additional information on any trading restrictions that may apply to the Participant. (c)Notwithstanding any provision in this Agreement to the contrary, the Company may, in its sole discretion, settle the Participant's Performance Shares in the form of of: (1) a cash payment to the extent settlement in Shares (i) is prohibited under local law, (ii) would require the Participant, the Company and/or the Employer to obtain the approval of any governmental and/or regulatory body in the Participant's country of residence (and/or country of employment, if different), or (iii) is administratively burdensome; or (2) Shares, but require the Participant to immediately sell such Shares to any brokerage firm and/or third party administrator engaged by the Company to hold the Shares and other amounts acquired under the Plan (in which case, as a condition to the grant of this Award, the Participant hereby expressly and explicitly authorizes the Company to issue sales instructions, instructions on the Participant's behalf) to any brokerage firm and/or third party administrator engaged by the Company to hold your Shares and other amounts acquired under the Plan. behalf). View More
Settlement. (a) Not later than thirty (30) days following the Determination Date (as defined in Exhibit A), but in no event later than March 15th of the year following the end of the Performance Period, the Company shall deliver to the Participant the number of Shares shares of Stock that become earned and that vest on the Determination Date, determined in accordance with Exhibit A. Payment may be made by issuance of Shares shares in the name of the Participant and delivery of such Shares shares to the Part...icipant or, in the discretion of the Company, by issuance and delivery of such Shares shares to a financial institution for the account of the Participant, or in any other commercially reasonable manner as may be determined by the Company. (b) The Participant's sales or other dispositions of Shares shares of Stock acquired upon settlement of the Performance Shares will be subject to applicable restrictions under Company policies applicable to the Participant, including those covering insider trading by employees. (c) Notwithstanding any provision in this Agreement to the contrary, the Company may, in its sole discretion, settle the Participant's Performance Shares in the form of (1) a cash payment to the extent settlement in Shares shares of Stock (i) is prohibited under local law, (ii) would require the Participant, the Company and/or the Employer to obtain the approval of any governmental and/or regulatory body in the Participant's country of residence (and/or country of employment, if different), or (iii) is administratively burdensome; or (2) Shares, shares of Stock, but require the Participant to immediately sell such Shares shares of Stock (in which case, as a condition to the grant of this Award, the Participant hereby expressly and explicitly authorizes the Company to issue sales instructions, instructions on the Participant's behalf) to any brokerage firm and/or third party administrator engaged by the Company to hold your Shares and other amounts acquired under the Plan. behalf). View More
