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.
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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 10.42 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.
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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.
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Settlement of the Award.
6.1Issuance 6.1 Issuance of
Shares of Stock. Shares. Subject to the provisions of Section
4 and 6.3 below,
as soon as practicable after each applicable Vesting Date, the Company shall issue to the Participant
one share of Common Stock for each Unit vesting on the
Settlement Date with respect to each Vested Unit to Vesting Date. The date of any such transfer shall be
settled on such the settlement date
one (1) share for purposes of
Stock. this Agreement. Shares
of Stock issued in settlement of
th...e Units shall be made as promptly as practicable thereafter in accordance with Section 4 through, in the sole discretion of the Committee, either the issuance to the Participant (or to the executors or administrators of Participant's estate in the event of the Participant's death) of a stock certificate or evidence such Shares have been registered in book entry form in the name of the Participant with the Company's stock transfer agent for a number of Shares equal to the number of such vested Units. Shares issued in settlement of the 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 7, the Company's Trading Compliance Policy. 6.2Beneficial Ownership of Shares; Certificate Registration. The Participant hereby authorizes the Company, in its sole discretion, insider trading policies, any federal, state or foreign law, or any contractual obligation to deposit any or all shares acquired by which the Participant pursuant is subject (such as a "lock-up" or "market stand-off" agreement). 6.2 Fractional Shares. The Company shall not be required to issue fractional Shares upon the settlement of the Award with Units and the Company's transfer agent, including Committee shall, in its discretion, determine an equivalent benefit for any successor transfer agent, to fractional shares or fractional shares that might be held in book entry form, or to deposit such shares for created upon the benefit settlement 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 Units. 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 Units 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 If the issuance of such shares Shares upon settlement of the Units 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 listed, then no such Shares may 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 issued unless and until all such shares as to which such requisite authority shall not laws, regulations and stock exchange requirements have been obtained. satisfied in full. 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, 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.
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Settlement of the Award.
6.1Issuance 4.1Issuance of Shares of
Stock. Common Stock or Cash Equivalent. Subject to the provisions of Section
6.3 4.3 and Section 5 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
Common Stock. Shares of
Common Stock issued in settlement of
Vested Units shall not be subject to any restriction on transfer other than any such restriction as may be required pursuant to Section
6.3, 4.3 or provi...ded for in Section 7 10(f) of the Plan. At the discretion of the Committee, payment with respect to all or any portion of the Company's Trading Compliance Policy. 6.2Beneficial Vested Units may be made in a lump sum cash payment in an amount equal to the Fair Market Value, determined as of the Settlement Date, of the shares of Common Stock or other securities or property otherwise issuable in settlement of such Vested Units. 4.2Beneficial 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 a Company-designated brokerage firm or, at the Company's discretion, any other broker with which the Participant has an account relationship of which the Company has notice. notice any or all shares of Common Stock 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 of 2022 NonExec PSU Grant Notice for 2019 Plan-4- Common Stock 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 Participant's heirs. 4.3Restrictions on Grant of the Award and Issuance of Shares. The grant of the Award and issuance of shares of Common Stock upon settlement of the Award shall be subject to compliance with all applicable requirements of federal, state, U.S. federal or foreign state law with respect to such securities. No shares of Common Stock may be issued hereunder if the issuance of such shares of Common Stock would constitute a violation of any applicable federal, state, U.S. federal or foreign state securities laws or other law laws 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 of Common Stock subject to the Award shall relieve the Company of any liability in respect of the failure to issue such shares of Common Stock 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 Further, regardless of whether the transfer or issuance of the shares of Common Stock to be issued pursuant to the Units has been registered under the Securities Act or has been registered or qualified under the securities laws of any State, the Company may impose additional restrictions upon the sale, pledge, or other transfer of the shares of Common Stock (including the placement of appropriate legends on stock certificates and the issuance of stop-transfer instructions to the Company's transfer agent) if, in the judgment of the Company and the Company's counsel, such restrictions are necessary in order to achieve compliance with the provisions of the Securities Act, the securities laws of any State, or any other law. 4.4Fractional Shares. The Company shall not be required to issue fractional shares of Common Stock upon the settlement of the Award.
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Settlement of the Award.
6.1Issuance 4.1 Issuance of Shares of
Stock. Common Stock or Cash Equivalent. Subject to the provisions of Section
6.3 4.3 and Section 5 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
Common Stock. Shares of
Common Stock issued in settlement of
Vested Units shall not be subject to any restriction on transfer other than any such restriction as may be required pursuant to Section
6.3, 4.3 or prov...ided for in Section 7 10(f) of the Plan. At the discretion of the Committee, payment with respect to all or any portion of the Company's Trading Compliance Policy. 6.2Beneficial Vested Units may be made in a lump sum cash payment in an amount equal to the Fair Market Value, determined as of the Settlement Date, of the shares of Common Stock or other securities or property otherwise issuable in settlement of such Vested Units. 4.2 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 -6- with a Company-designated brokerage firm or, at the Company's discretion, any other broker with which the Participant has an account relationship of which the Company has notice. notice any or all shares of Common Stock 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 of Common Stock 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 Participant's heirs. 4.3 Restrictions on Grant of the Award and Issuance of Shares. The grant of the Award and issuance of shares of Common Stock upon settlement of the Award shall be subject to compliance with all applicable requirements of federal, state, U.S. federal or foreign state law with respect to such securities. No shares of Common Stock may be issued hereunder if the issuance of such shares of Common Stock would constitute a violation of any applicable federal, state, U.S. federal or foreign state securities laws or other law laws 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 of Common Stock subject to the Award shall relieve the Company of any liability in respect of the failure to issue such shares of Common Stock 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 Further, regardless of whether the transfer or issuance of the shares of Common Stock to be issued pursuant to the Units has been registered under the Securities Act or has been registered or qualified under the securities laws of any State, the Company may impose additional restrictions upon the sale, pledge, or other transfer of the shares of Common Stock (including the placement of appropriate legends on stock certificates and the issuance of stop-transfer instructions to the Company's transfer agent) if, in the judgment of the Company and the Company's counsel, such restrictions are necessary in order to achieve compliance with the provisions of the Securities Act, the securities laws of any State, or any other law. 4.4 Fractional Shares. The Company shall not be required to issue fractional shares of Common Stock upon the settlement of the Award.
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Settlement of the Award.
6.1Issuance 7.1 Issuance of Shares of Stock. Subject to the provisions of Section
6.3 below, 7.3, 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. 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, 7.3, Section
7 8 or the Company's Trading Compliance Policy.
6.2Beneficial 7.2... 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 7.3 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 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 7.4 Fractional Shares. The Company shall not be required to issue fractional shares upon the settlement of the Award. WEST\275703311.1347684-900000 5 8. Tax Withholding. 8.1 In General. At the time the Grant Notice is executed, or at any time thereafter as requested by a Participating 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 (including any social insurance) withholding obligations of the Participating Company, if any, which arise in connection with the Award, the vesting of Units or the issuance of shares of Stock in settlement thereof. The Company shall have no obligation to deliver shares of Stock until the tax withholding obligations of the Participating Company have been satisfied by the Participant. 8.2 Assignment of Sale Proceeds. Subject to compliance with applicable law and the Company's Trading Compliance Policy, if permitted by the Company, the Participant may satisfy the Participating Company's tax withholding obligations in accordance with procedures established by the Company providing for delivery by the Participant to the Company or a broker approved by the Company of properly executed instructions, in a form approved by the Company, providing for the assignment to the Company of the proceeds of a sale with respect to some or all of the shares being acquired upon settlement of Units. 8.3 Withholding in Shares. The Company shall have the right, but not the obligation, to require the Participant to satisfy all or any portion of a Participating Company's tax withholding obligations by deducting from the shares of Stock otherwise deliverable to the Participant in settlement of the 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 minimum statutory withholding rates if required to avoid liability classification of the Award under generally accepted accounting principles in the United States.
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Settlement of the Award.
6.1Issuance 7.1 Issuance of Shares of Stock. Subject to the provisions of Section
6.3 below, 7.3, 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. 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, 7.3, Section
7 8 or the Company's Trading Compliance Policy.
6.2Beneficial 7.2... 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 7.3 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 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 7.4 Fractional Shares. The Company shall not be required to issue fractional shares upon the settlement of the Award. WEST\275545274.4 5 8. Tax Withholding. 8.1 In General. At the time the Grant Notice is executed, or at any time thereafter as requested by a Participating 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 (including any social insurance) withholding obligations of the Participating Company, if any, which arise in connection with the Award, the vesting of Units or the issuance of shares of Stock in settlement thereof. The Company shall have no obligation to deliver shares of Stock until the tax withholding obligations of the Participating Company have been satisfied by the Participant. 8.2 Assignment of Sale Proceeds. Subject to compliance with applicable law and the Company's Trading Compliance Policy, if permitted by the Company, the Participant may satisfy the Participating Company's tax withholding obligations in accordance with procedures established by the Company providing for delivery by the Participant to the Company or a broker approved by the Company of properly executed instructions, in a form approved by the Company, providing for the assignment to the Company of the proceeds of a sale with respect to some or all of the shares being acquired upon settlement of Units. 8.3 Withholding in Shares. The Company shall have the right, but not the obligation, to require the Participant to satisfy all or any portion of a Participating Company's tax withholding obligations by deducting from the shares of Stock otherwise deliverable to the Participant in settlement of the 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 minimum statutory withholding rates if required to avoid liability classification of the Award under generally accepted accounting principles in the United States.
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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 2 6.4 Fractional Shares. The Company shall not be required to issue fractional shares Shares upon the settlement of the Award.
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Settlement of the Award.
6.1Issuance 6.1 Issuance of
Shares of Stock. Shares. Subject to the provisions of Section
4 and 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. Share. Shares
of Stock issued in settlement of
the 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 7, the Company's
Trading Compliance Policy. 6....2Beneficial insider trading policies, any federal, state or foreign law or any contractual obligation to which the Participant is subject (such as a "lock-up" or "market stand-off" agreement). 6.2 Beneficial Ownership of Shares; Certificate Registration. Registration of Shares. 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 Units. Except as provided by the foregoing, a certificate for preceding sentence and subject to Section 11, the shares acquired by Shares issued upon settlement of the Participant Units 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 Units 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 If the issuance of such shares Shares upon settlement of the Units 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 listed, then no such Shares may 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 issued unless and until all such shares as to which such requisite authority shall not laws, regulations and stock exchange requirements have been obtained. satisfied in full. 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, 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. Units and the Committee shall, in its discretion, determine an equivalent benefit for any fractional shares or fractional shares that might be created upon the settlement of the Units.
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Settlement of the Award.
6.1Issuance 6.1 Issuance 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 any Trading Compliance Policy.
6.2Beneficial 6.2 Benefic...ial Ownership of Shares; Certificate Registration. The Participant hereby authorizes the Company, in its sole discretion, to deposit for the benefit of the Participant with the broker designated by the Company with which the Participant has an account, any or all shares of Stock 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. Award. Except as provided by the foregoing, preceding sentence, a certificate for the shares acquired by of Stock 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 Postponement of Settlement Date. Notwithstanding the provisions set forth in Section 6.1, in the event that a Settlement Date with respect to a Vesting Date would occur on a date on which a sale by the Participant of the shares of Stock to be issued in settlement of the Units on such Settlement Date would violate the Trading Compliance Policy, such Settlement Date shall be postponed until the first to occur of (a) the next business day on which a sale by the Participant of such shares of Stock would not violate the Trading Compliance Policy; and (b) March 15th of the calendar year following the calendar year in which the Vesting Date occurred. 6.4 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 subject to the Award shall relieve the Company of any liability in respect of the failure to issue such shares of Stock 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 6.5 Fractional Shares. The Company shall not be required to issue fractional shares of Stock upon the settlement of the Award. Any fractional share of Stock resulting from a settlement of the Award shall be rounded down to the nearest whole number.
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