Settlement of the Award Clause Example with 45 Variations from Business Contracts
This page contains Settlement of the Award clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Settlement of the Award. 6.1Issuance of Shares of Stock. Subject to the provisions of Section 6.3 below, the Company shall issue to the Participant on the Settlement Date with respect to each Vested Unit to be settled on such date one (1) share of Stock. Shares of Stock issued in settlement of Units shall not be subject to any restriction on transfer other than any such restriction as may be required pursuant to Section 6.3, Section 7 or the Company's Trading Compliance Policy. 6.2Beneficial Ownership of Shares; Certifi...cate Registration. The Participant hereby authorizes the Company, in its sole discretion, to deposit any or all shares acquired by the Participant pursuant to the settlement of the Award with the Company's transfer agent, including any successor transfer agent, to be held in book entry form, or to deposit such shares for the benefit of the Participant with any broker with which the Participant has an account relationship of which the Company has notice. Except as provided by the foregoing, a certificate for the shares acquired by the Participant shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant. 6.3Restrictions on Grant of the Award and Issuance of Shares. The grant of the Award and issuance of shares of Stock upon settlement of the Award shall be subject to compliance with all applicable requirements of federal, state, or foreign law with respect to such securities. No shares of Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company's legal counsel to be necessary to the lawful issuance of any shares subject to the Award shall relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority shall not have been obtained. As a condition to the settlement of the Award, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company. 6.4Fractional Shares. The Company shall not be required to issue fractional shares upon the settlement of the Award.View More
Variations of a "Settlement of the Award" Clause from Business Contracts
Settlement of the Award. 6.1Issuance 6.1 Issuance of Shares of Stock. Subject to the provisions of Section 6.3 below, within [30] days of the Vesting Date (the "Settlement Date"), the Company shall issue to the Participant on the Settlement Date with respect to each Vested Unit to be settled on such date one (1) share of Stock. Shares of Stock issued in settlement of the Vested Units, the number of Shares equal to the Vested Units, and all Units shall not will terminate and cease to be subject to any restriction on tran...sfer other than any outstanding upon such restriction as may be required pursuant to Section 6.3, Section 7 or issuance of the Company's Trading Compliance Policy. 6.2Beneficial Shares. 6.2 Beneficial Ownership of Shares; Certificate Registration. The Participant hereby authorizes the Company, in its sole discretion, to deposit any or all shares acquired by the Participant pursuant to the settlement of the Award with the Company's transfer agent, including any successor transfer agent, to be held in book entry form, or to deposit such shares for the benefit of the Participant with any broker with which the Participant has an account relationship of which the Company has notice. notice any or all shares acquired by the Participant pursuant to the settlement of the Award. Except as provided by the foregoing, preceding sentence, a certificate for the shares acquired by as to which the Participant Award is settled shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant. 6.3Restrictions 6.3 Restrictions on Grant of the Award and Issuance of Shares. The grant of the Award and issuance of shares of Stock Shares upon settlement of the Award shall be subject to compliance with all applicable requirements of federal, state, state or foreign law with respect to such securities. No shares securities and issuance of Stock the Shares may be issued hereunder delayed where the Company reasonably anticipates that the making of the payment will violate Federal securities law or other applicable law; provided that the payment is made at the earliest date at which the Company reasonably anticipates that the making of the payment will not cause such violation. 6.4 Retention of Shares. The Participant must hold any Shares (net of any Shares withheld to pay applicable taxes) earned pursuant to a Vested Unit until the earlier of (a) the first anniversary of the Settlement Date, (b) a Qualifying Termination of the Participant's employment or other service relationship with the Company, or (c) a Change in Control. Exhibit A 7. TAX IMPLICATIONS. 7.1 In General. The Participant hereby authorizes withholding from payroll and any other amounts payable to the Participant, and otherwise agrees to make adequate provision for, any sums required to satisfy the federal, state, local and foreign tax (including any social insurance) withholding obligations of the Company (or its Affiliate or Subsidiary), if any, which arise in connection with the Award, the vesting of Units or the issuance of such shares would constitute a violation of any applicable federal, state, or foreign securities Shares in settlement thereof (the "Tax Liability"). These requirements may change from time to time as laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. The inability interpretations change. Regardless of the Company to obtain from any regulatory body having jurisdiction Company's (or its Affiliate's or Subsidiary's) actions in this regard, the authority, if any, deemed by Participant hereby acknowledges and agrees that the Company's legal counsel to Tax Liability shall be necessary to the lawful issuance of any shares subject to the Award shall relieve the Company of any liability Participant's responsibility and liability. 7.2 Withholding in respect of the failure to issue such shares as to which such requisite authority shall not have been obtained. As a condition to the settlement of the Award, the Shares. The Company may require the Participant to satisfy all or any qualifications that may be necessary or appropriate, portion of tax withholding obligations by deducting from the Shares otherwise deliverable to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company. 6.4Fractional Shares. The Company shall not be required to issue fractional shares upon the Participant in settlement of the Award. Award a number of whole Shares having a fair market value, as determined by the Company as of the date on which the tax withholding obligations arise, not in excess of the amount of such tax withholding obligations determined by the applicable maximum statutory withholding rates. View More
Settlement of the Award. 6.1Issuance 6.1 Issuance of Shares of Stock. Shares. Subject to the provisions of Section 6.3 below, of this Agreement, the Company shall issue to the Participant Awardee on the Settlement Date settlement date with respect to each Vested Unit to be settled on such date one (1) share of Stock. Share. Shares of Stock issued in settlement of Units shall not be subject to any restriction on transfer other than any such restriction as may be required pursuant to Section 6.3, 6.3 of this Agreement, Se...ction 7 of this Agreement, other applicable laws, insider trading policies or any agreement between the Company's Trading Compliance Policy. 6.2Beneficial Awardee and the Company applicable to the Shares (collectively, "Share Sale Restrictions"). 6.2 Beneficial Ownership of Shares; Certificate Registration. The Participant Awardee hereby authorizes the Company, in its sole discretion, to deposit for the benefit of the Awardee with the broker designated by the Company with which the Awardee has an account, any or all shares Shares acquired by the Participant Awardee pursuant to the settlement of the Award with the Company's transfer agent, including any successor transfer agent, to be held in book entry form, or to deposit such shares for the benefit of the Participant with any broker with which the Participant has an account relationship of which the Company has notice. Award. Except as provided by the foregoing, preceding sentence, a certificate for the shares acquired by Shares as to which the Participant Award is settled shall be registered in the name of the Participant, Awardee, or, if applicable, in the names of the heirs of the Participant. 6.3Restrictions Awardee. 6.3 Restrictions on Grant of the Award and Issuance of Shares. The grant of the Award and issuance of shares of Stock Shares upon settlement of the Award shall be subject to compliance with all applicable requirements of federal, state, state or foreign law with respect to such securities. No shares of Stock Shares may be issued hereunder if the issuance of such shares Shares would constitute a violation of any applicable federal, state, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock Shares may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company's legal counsel to be necessary to the lawful issuance of any shares subject to the Award shall relieve the Company of any liability in respect of the failure to issue such shares Shares as to which such requisite authority shall not have been obtained. As a condition to the settlement of the Award, the Company may require the Participant Awardee to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company. 6.4Fractional 6.4 Fractional Shares. The Company shall not be required to issue fractional shares Shares upon the settlement of the Award. 6.5 Section 409A. It is the intent of this Agreement that it and all payments and benefits hereunder be exempt from, or comply with, the requirements of Section 409A so that none of the Restricted Stock Units provided under this Agreements or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to be so exempt or so comply. Each payment payable under this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). However, in no event with the Company reimburse Awardee, or be otherwise responsible for, any taxes or costs that may be imposed on Awardee as a result of Section 409A. For purposes of this Agreement "Section 409A" means Section 409A of the Code and any final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to time. View More
Settlement of the Award. 6.1Issuance 6.1 Issuance of Shares of Stock. Common Shares. Subject to the provisions of Section 6.3 6.3, Section 7.2 and Section 8.1 below, the Company shall issue to the Participant on the Settlement Date with respect to each Vested Unit to be settled on such date Performance Share one (1) share of Stock. Common Share. Common Shares of Stock issued in settlement of Units Performance Shares shall not be subject to any restriction on transfer other than any such restriction restrictions as may b...e required pursuant to Section 6.3, Section 7 or the Company's Insider Trading Compliance Policy. 6.2Beneficial 6.2 Beneficial Ownership of Shares; Certificate Registration. The Participant hereby authorizes Common Shares. Upon issuance of Common Shares in settlement of the Company, in Award, the Company will determine the form of delivery (e.g., a stock certificate or electronic entry evidencing such shares) and may deliver such shares on the Participant's behalf electronically to the Company's designated stock plan administrator or such other broker-dealer as the Company may choose at its sole discretion, within reason. Except as otherwise provided by this Section 6.2, the Common Shares as to deposit any or all shares acquired by the Participant pursuant to the settlement of which the Award with the Company's transfer agent, including any successor transfer agent, to be held in book entry form, or to deposit such shares for the benefit of the Participant with any broker with which the Participant has an account relationship of which the Company has notice. Except as provided by the foregoing, a certificate for the shares acquired by the Participant is settled shall be registered in the name of the Participant, or, if applicable, in the names of the heirs or estate of the Participant. 6.3Restrictions 6.3 Restrictions on Grant of the Award and Issuance of Common Shares. The grant of the Award and issuance of shares of Stock Common Shares upon settlement of the Award shall be subject to compliance with all applicable requirements of federal, state, state or foreign law with respect to such securities. No shares of Stock Common Shares may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Common Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company's legal counsel to be necessary to the lawful issuance of any shares Common Shares subject to the Award shall relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority shall not have been obtained. As a condition to the settlement of the Award, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company. 6.4Fractional 6.4 Fractional Shares. The Company shall not be required to issue fractional shares Common Shares upon the settlement of the Award. Any fractional share resulting from the determination of the number of Vested Performance Shares shall be rounded up to the nearest whole number.7. Tax Matters. 7.1 In General. At the time the Grant Notice is executed, or at any time thereafter as requested by the Company, the Participant hereby authorizes withholding from payroll and any other amounts payable to the Participant, and otherwise agrees to make adequate provision for, any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company, if any, which arise in connection with the Award or the issuance of Common Shares in settlement thereof. The Company shall have no obligation to process the settlement of the Award or to deliver Common Shares until the tax withholding obligations as described in this Section have been satisfied by the Participant. 7.2 Withholding in Common Shares. Subject to applicable law, the Company may, in its sole discretion, permit the Participant to satisfy any tax withholding obligations that arise in connection with the Award by directing that the Company reduce the number of shares of Common Shares otherwise issuable to the Participant in settlement of the Award by a number of whole Common Shares having a fair market value, as determined by the Company as of the date on which the tax withholding obligations arise, up to the amount of such tax withholding obligations determined by the applicable statutory withholding rates. View More
Settlement of the Award. 6.1Issuance 6.1 Issuance of Shares of Stock. Subject to the provisions of Section 6.3 below, 3.3, the Company shall issue to the Participant on the Settlement Date with respect to each Vested Unit to be settled on such date one (1) share of Stock. The Settlement Date with respect to a Unit shall be the date on which such Unit becomes a Vested Unit as provided by the Notice of Grant (an "Original Settlement Date"); provided, however, that if the Original Settlement Date would occur on (i) a date ...which is not a business day, the Settlement Date shall occur on the next business day or (ii) a date on which a sale by the Participant of the shares to be issued in settlement of the Vested Units would violate the then applicable Insider Trading Policy of the Company or on a date which a sale is not otherwise not permitted, the Settlement Date for such Vested Units shall be deferred until the next day on which the sale of such shares by the Participant would not violate the then applicable Insider Trading Policy, but in any event on or before the 15th day of the third calendar month following fiscal year of the Original Settlement Date. Shares of Stock issued in settlement of Units shall not be subject to any restriction on transfer other than any such restriction as may be required pursuant to Section 6.3, 3.3, Section 7 or the Company's then applicable Insider Trading Compliance Policy. 6.2Beneficial 6.2 Beneficial Ownership of Shares; Certificate Registration. The Participant hereby authorizes the Company, in its sole discretion, to deposit any or all shares acquired by the Participant pursuant to the settlement of the Award with the Company's transfer agent, including any successor transfer agent, to be held in book entry form, or to deposit such shares for the benefit of the Participant with any broker with which the Participant has an account relationship of which the Company has notice. Except as provided by the foregoing, a certificate for the shares acquired by the Participant shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant. 6.3Restrictions on Grant of the Award and Issuance of Shares. The grant of the Award and issuance of shares of Stock upon settlement of the Award shall be subject to compliance with all applicable requirements of federal, state, or foreign law with respect to such securities. No shares of Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company's legal counsel to be necessary to the lawful issuance of any shares subject to the Award shall relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority shall not have been obtained. As a condition to the settlement of the Award, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company. 6.4Fractional 6.3 Fractional Shares. The Company shall not be required to issue fractional shares upon the settlement of the Award. View More
Settlement of the Award. 6.1Issuance 3.1 No Additional Payment Required. The Participant shall not be required to make any additional monetary payment (other than applicable tax withholding, if any) upon settlement of the Award. Payment of the aggregate purchase price of the shares of Stock for which the Award is being settled shall be made in the form of past services rendered by the Participant to the Company or for its benefit which the Committee, by resolution, determines to have a value not less than the aggregate ...purchase price of such shares of Stock. 3.2 Issuance of Shares of Stock. Subject to the provisions of Section 6.3 3.5 below, the Company shall issue to the Participant Participant, on a date (the "Settlement Date") within thirty (30) days following the Settlement Vesting Date with respect to each Vested Unit to be settled on such date one (1) share (as defined in the Notice) a number of Stock. Shares whole shares of Stock issued equal to the vested Number of Restricted Stock Units (as defined in settlement the Notice), rounded down to the nearest whole number. Such shares of Units Stock shall not be subject to any restriction on transfer other than any such restriction as may be required pursuant to Section 6.3, Section 7 3.5. On the Settlement Date, the Company shall pay to the Participant cash in lieu of any fractional share of Stock represented by a fractional Restricted Stock Unit subject to this Award in an amount equal to the Fair Market Value on the Vesting Date of such fractional share of Stock. 3.3 Tax Withholding. At the time the Award is granted, or at any time thereafter as requested by the Company, the Participant hereby authorizes withholding from payroll and any other amounts payable to the Participant, and otherwise agrees to make adequate provision for, any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company, if any, which arise in connection with the Award or the Company's Trading Compliance Policy. 6.2Beneficial Ownership issuance of Shares; shares of Stock in settlement thereof. The Company shall have no obligation to deliver shares of Stock until the tax withholding obligations of the Company have been satisfied by the Participant. 3.4 Certificate Registration. The Participant hereby authorizes the Company, in its sole discretion, to deposit any or all shares acquired by the Participant pursuant to the settlement of the Award with the Company's transfer agent, including any successor transfer agent, to be held in book entry form, or to deposit such shares for the benefit of the Participant with any broker with which the Participant has an account relationship of which the Company has notice. Except as provided by the foregoing, a certificate for the shares acquired by as to which the Participant Award is settled shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant. 6.3Restrictions 3.5 Restrictions on Grant of the Award and Issuance of Shares. The grant of the Award and issuance of shares of Stock upon settlement of the Award shall be subject to compliance with all applicable requirements of federal, state, state or foreign law with respect to such securities. No shares of Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company's legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Award shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to the settlement of the Award, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company. 6.4Fractional 4 3.6 Fractional Shares. The Company shall not be required to issue fractional shares upon the settlement of the Award. 3.7 Leaves of Absence. If the Participant takes an approved leave of absence from active Service with the Company, or takes a leave of absence to which the Participant is legally entitled regardless of such approval, the following provisions will apply: (a) Vesting During Leave. The Award will not vest during a leave of absence other than an approved employee medical, FMLA or military leave. In the event that the Participant returns from an approved leave of absence and performs services for the Company for a period of at least thirty (30) days, then the Participant shall be treated as if the period of leave had been a period of continuous service with the Company and the Award shall become vested at the end of such thirty (30) days of Service. (b) Effect of Termination During Leave. If the Participant's Service with the Company is terminated during an approved leave of absence, then the Award will expire in accordance Section 5 below. View More
Settlement of the Award. 6.1Issuance (a)Issuance of Shares of Stock. Subject to the provisions of Section 6.3 below, 6, the Company shall issue one (1) share of Stock to the Participant on Grantee within thirty (30) days of the Settlement applicable Vesting Date with respect to each Vested Restricted Stock Unit to be settled that vests and becomes non-forfeitable on such date one (1) (such date of settlement, an "Original Settlement Date"); provided, however, that if the tax withholding obligations of the Company or an ...Affiliate will not be satisfied by the share withholding method described in Section 6 and the Original Settlement Date would occur on a date on which a sale by the Grantee of Stock. Shares of Stock the shares to be issued in settlement of the Restricted Stock Units that vested and became non-forfeitable would violate any written policy of the Company pertaining to the purchase, sale, transfer or other disposition of the Company's equity securities by Directors, Officers, Employees or other service providers who may possess material, nonpublic information regarding the Company or its securities, as in effect from time to time, (the "Trading Compliance Policy"), that certain Investor Rights Agreement, dated October 28, 2021 (the "Investor Rights Agreement"), or any other lockup agreements entered into or required by Section 11 of this Agreement, then the settlement date for such vested Restricted Stock Units shall be deferred until the next day on which the sale of such shares would not be subject to any restriction on transfer other than violate the Trading Compliance Policy or the Investor Rights Agreement or any such restriction as may lockup agreement or Section 11, but in any event, shall be required pursuant on or before the fifteenth (15th) day of the third calendar month following the calendar year in which the applicable Vesting Date occurred. Following the issuance of shares of Stock in accordance with this Section 4, the Grantee shall thereafter have all the rights of a stockholder of the Company with respect to Section 6.3, Section 7 or the Company's Trading Compliance Policy. 6.2Beneficial such shares. (b)Beneficial Ownership of Shares; Certificate Registration. The Participant Grantee hereby authorizes the Company, in its sole discretion, to deposit any or all shares of Stock acquired by the Participant Grantee pursuant to the settlement of the Award with the Company's transfer agent, including any successor transfer agent, to be held in book entry form, or to deposit such shares of Stock for the benefit of the Participant Grantee with any broker with which the Participant Grantee has an account relationship of which the Company has notice. Except as provided by the foregoing, if applicable, a certificate for the shares of Stock acquired by the Participant shall Grantee may be registered in the name of the Participant, Grantee, or, if applicable, in the names of the heirs of the Participant. 6.3Restrictions Grantee. (c)Restrictions on Grant of the Award and Issuance of Shares. The grant of the Award and issuance of shares of Stock upon settlement of the Award shall be subject to compliance with all applicable requirements of federal, state, state or foreign law with respect to such securities. No shares of Stock may be issued hereunder if the issuance of such shares of Stock would constitute a violation of any applicable federal, state, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the shares of Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company's legal counsel to be necessary to the lawful issuance of any shares of Stock subject to the Award shall relieve the 2 Company of any liability in respect of the failure to issue such shares as to which such requisite authority shall not have been obtained. As a condition to the settlement of the Award, the Company may require the Participant Grantee to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company. 6.4Fractional (d)Fractional Shares. The Company shall not be required to issue fractional shares of Stock upon the settlement of the Award. View More
Settlement of the Award. 6.1Issuance (a)Issuance of Shares of Stock. Subject to the provisions of Section 6.3 below, 6, the Company shall issue one (1) share of Stock to the Participant on Grantee within thirty (30) days of the Settlement applicable Vesting Date with respect to each Vested Restricted Stock Unit to be settled that vests and becomes non-forfeitable on such date one (1) (such date of settlement, an "Original Settlement Date"); provided, however, that if the tax withholding obligations of the Company or an ...Affiliate will not be satisfied by the share withholding method described in Section 6 and the Original Settlement Date would occur on a date on which a sale by the Grantee of Stock. Shares of Stock the shares to be issued in settlement of the Restricted Stock Units that vested and became non-forfeitable would violate any written policy of the 2 Company pertaining to the purchase, sale, transfer or other disposition of the Company's equity securities by Directors, Officers, Employees or other service providers who may possess material, nonpublic information regarding the Company or its securities, as in effect from time to time, (the "Trading Compliance Policy"), that certain Investor Rights Agreement, dated October 28, 2021 (the "Investor Rights Agreement"), or any other lockup agreements entered into or required by Section 11 of this Agreement, then the settlement date for such vested Restricted Stock Units shall be deferred until the next day on which the sale of such shares would not be subject to any restriction on transfer other than violate the Trading Compliance Policy or the Investor Rights Agreement or any such restriction as may lockup agreement or Section 11, but in any event, shall be required pursuant on or before the fifteenth (15th) day of the third calendar month following the calendar year in which the Vesting Date occurred. Following the issuance of shares of Stock in accordance with this Section 4, the Grantee shall thereafter have all the rights of a stockholder of the Company with respect to Section 6.3, Section 7 or the Company's Trading Compliance Policy. 6.2Beneficial such shares. (b)Beneficial Ownership of Shares; Certificate Registration. The Participant Grantee hereby authorizes the Company, in its sole discretion, to deposit any or all shares of Stock acquired by the Participant Grantee pursuant to the settlement of the Award with the Company's transfer agent, including any successor transfer agent, to be held in book entry form, or to deposit such shares of Stock for the benefit of the Participant Grantee with any broker with which the Participant Grantee has an account relationship of which the Company has notice. Except as provided by the foregoing, if applicable, a certificate for the shares of Stock acquired by the Participant shall Grantee may be registered in the name of the Participant, Grantee, or, if applicable, in the names of the heirs of the Participant. 6.3Restrictions Grantee. (c)Restrictions on Grant of the Award and Issuance of Shares. The grant of the Award and issuance of shares of Stock upon settlement of the Award shall be subject to compliance with all applicable requirements of federal, state, state or foreign law with respect to such securities. No shares of Stock may be issued hereunder if the issuance of such shares of Stock would constitute a violation of any applicable federal, state, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the shares of Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company's legal counsel to be necessary to the lawful issuance of any shares of Stock subject to the Award shall relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority shall not have been obtained. As a condition to the settlement of the Award, the Company may require the Participant Grantee to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company. 6.4Fractional (d)Fractional Shares. The Company shall not be required to issue fractional shares of Stock upon the settlement of the Award. View More
Settlement of the Award. 6.1Issuance (a)Issuance of Shares of Stock. Subject to the provisions of Section 6.3 below, 6, the Company shall issue one (1) share of Stock to the Participant on Grantee within thirty (30) days of the Settlement applicable Vesting Date with respect to each Vested Restricted Stock Unit to be settled that vests and becomes non-forfeitable on such date one (1) (such date of settlement, an "Original Settlement Date"); provided, however, that if the tax withholding obligations of the Company or an ...Affiliate will not be satisfied by the share withholding method described in Section 6 and the Original Settlement Date would occur on a date on which a sale by the Grantee of Stock. Shares of Stock the shares to be issued in settlement of the Restricted Stock Units that vested and became non-forfeitable would violate any written policy of the Company pertaining to the purchase, sale, transfer or other disposition of the Company's equity securities by Directors, Officers, Employees or other service providers who may possess material, nonpublic information regarding the Company or its securities, as in effect from time to time, (the "Trading Compliance Policy"), that certain Investor Rights Agreement, dated October 28, 2021 (the "Investor Rights Agreement"), or any other lockup agreements entered into or required by Section 11 of this Agreement, then the settlement date for such vested Restricted Stock Units shall be deferred until the next day on which the sale of such shares would not be subject to any restriction on transfer other than violate the Trading Compliance Policy or the Investor Rights Agreement or any such restriction as may lockup agreement or Section 11, but in any event, shall be required pursuant on or before the fifteenth (15th) day of the third calendar month following the calendar year in which the applicable Vesting Date occurred. Following the issuance of shares of Stock in accordance with this Section 4, the Grantee shall thereafter have all the rights of a stockholder of the Company with respect to Section 6.3, Section 7 or the Company's Trading Compliance Policy. 6.2Beneficial such shares. (b)Beneficial Ownership of Shares; Certificate Registration. The Participant Grantee hereby authorizes the Company, in its sole discretion, to deposit any or all shares of Stock acquired by the Participant Grantee pursuant to the settlement of the Award with the Company's transfer agent, including any successor transfer agent, to be held in book entry form, or to deposit such shares of Stock for the benefit of the Participant Grantee with any broker with which the Participant Grantee has an account relationship of which the Company has notice. Except as provided by the foregoing, if applicable, a certificate for the shares of Stock acquired by the Participant shall Grantee may be registered in the name of the Participant, Grantee, or, if applicable, in the names of the heirs of the Participant. 6.3Restrictions Grantee. (c)Restrictions on Grant of the Award and Issuance of Shares. The grant of the Award and issuance of shares of Stock upon settlement of the Award shall be subject to compliance with all applicable requirements of federal, state, state or foreign law with respect to such 2 securities. No shares of Stock may be issued hereunder if the issuance of such shares of Stock would constitute a violation of any applicable federal, state, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the shares of Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company's legal counsel to be necessary to the lawful issuance of any shares of Stock subject to the Award shall relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority shall not have been obtained. As a condition to the settlement of the Award, the Company may require the Participant Grantee to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company. 6.4Fractional (d)Fractional Shares. The Company shall not be required to issue fractional shares of Stock upon the settlement of the Award. View More
Settlement of the Award. 6.1Issuance 3.1 No Additional Payment Required. The Participant shall not be required to make any additional monetary payment (other than applicable tax withholding, if any) upon settlement of the Award. Payment of the aggregate purchase price of the shares of Stock for which the Award is being settled shall be made in the form of past services rendered by the Participant to the Company or for its benefit which the Committee, by resolution, determines to have a value not less than the aggregate ...purchase price of such shares of Stock. 3.2 Issuance of Shares of Stock. Subject to the provisions of Section 6.3 3.5 below, the Company shall issue to the Participant (or in the event of Participant's death, to his or her legal representative or other person who acquired the right to such shares of Stock by reason of the Participant's death), on the Settlement first to occur of the following dates (the "Settlement Date"): (a) On March 1, 2016; (b) The date of a Change in Control (provided that if Holder is or will be eligible for Retirement at any time on or after the Grant Date with respect but prior to each Vested Unit March 1, 2016, then such Change in Control must also constitute a change in the ownership or effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A(a)(2)(A)(v) of the Code and Section 1.409A-3(i)(5) of the Treasury Regulations) (any distribution shall occur immediately prior to the Change in Control); (c) The date of Participant's death; or (d) The date of Participant's Disability (provided that, if Participant is or will be settled eligible for Retirement at any time on or after the Grant Date but prior to the March 1, 2016, such Disability must also constitute a "Disability" for purposes of Section 409A of the Code). Notwithstanding the foregoing, if any of the foregoing distribution events occurs on a day that is not a day on which The Nasdaq Stock Market is open for trading, then the applicable distribution date one (1) share shall be the next occurring day on which The Nasdaq Stock Market is open for trading. All distributions shall be made in whole shares of Stock. Shares Stock, rounded down to the nearest whole number. Such shares of Stock issued in settlement of Units shall not be subject to any restriction on transfer other than any such restriction as may be required pursuant to Section 6.3, Section 7 3.5. On the Settlement Date, the Company shall pay to the Participant cash in lieu of any fractional share of Stock represented by a fractional Restricted Stock Unit subject to this Award in an amount equal to the Fair Market Value on the Settlement Date of such fractional share of Stock. 3.3 Tax Withholding. At the time the Award is granted, or at any time thereafter as requested by the Company, the Participant hereby authorizes withholding from payroll and any other amounts payable to the Participant, and otherwise agrees to make adequate provision for, any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company, if any, which arise in connection with the Award or the Company's Trading Compliance Policy. 6.2Beneficial Ownership issuance of Shares; shares of Stock in settlement thereof. The Company shall have no obligation to deliver shares of Stock until the tax withholding obligations of the Company have been satisfied by the Participant. 3.4 Certificate Registration. The Participant hereby authorizes the Company, in its sole discretion, to deposit any or all shares acquired by the Participant pursuant to the settlement of the Award with the Company's transfer agent, including any successor transfer agent, to be held in book entry form, or to deposit such shares for the benefit of the Participant with any broker with which the Participant has an account relationship of which the Company has notice. Except as provided by the foregoing, a certificate for the shares acquired by as to which the Participant Award is settled shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant. 6.3Restrictions 3.5 Restrictions on Grant of the Award and Issuance of Shares. The grant of the Award and issuance of shares of Stock upon settlement of the Award shall be subject to compliance with all applicable requirements of federal, state, state or foreign law with respect to such securities. No shares of Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company's legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Award shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to the settlement of the Award, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company. 6.4Fractional 3.6 Fractional Shares. The Company shall not be required to issue fractional shares upon the settlement of the Award. View More
Settlement of the Award. 6.1Issuance 6.1 Issuance of Shares of Stock. Common Shares. Subject to the provisions of Section 6.3 6.3, Section 7.2 and Section 8.1 below, the Company shall issue to the Participant on the Settlement Date with respect to each Vested Unit to be settled on such date Performance Share one (1) share of Stock. Common Share. Common Shares of Stock issued in settlement of Units Performance Shares shall not be subject to any restriction on transfer other than any such restriction restrictions as may b...e required pursuant to Section 6.3, Section 7 or the Company's Insider Trading Compliance Policy. 6.2Beneficial 6.2 Beneficial Ownership of Shares; Certificate Registration. The Participant hereby authorizes Common Shares. Upon issuance of Common Shares in settlement of the Company, in Award, the Company will determine the form of delivery (e.g., a stock certificate or electronic entry evidencing such shares) and may deliver such shares on the Participant's behalf electronically to the Company's designated stock plan administrator or such other broker-dealer as the Company may choose at its sole discretion, within reason. Except as otherwise provided by this Section 6.2, the Common Shares as to deposit any or all shares acquired by the Participant pursuant to the settlement of which the Award with the Company's transfer agent, including any successor transfer agent, to be held in book entry form, or to deposit such shares for the benefit of the Participant with any broker with which the Participant has an account relationship of which the Company has notice. Except as provided by the foregoing, a certificate for the shares acquired by the Participant is settled shall be registered in the name of the Participant, or, if applicable, in the names of the heirs or estate of the Participant. 6.3Restrictions 6.3 Restrictions on Grant of the Award and Issuance of Common Shares. The grant of the Award and issuance of shares of Stock Common Shares upon settlement of the Award shall be subject to compliance with all applicable requirements of federal, state, state or foreign law with respect to such securities. No shares of Stock Common Shares may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Common Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company's legal counsel to be necessary to the lawful issuance of any shares Common Shares subject to the Award shall relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority shall not have been obtained. As a condition to the Exhibit 10.45 settlement of the Award, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company. 6.4Fractional 6.4 Fractional Shares. The Company shall not be required to issue fractional shares Common Shares upon the settlement of the Award. Any fractional share resulting from the determination of the number of Vested Performance Shares shall be rounded up to the nearest whole number. View More
