the Award. 3.1 Grant and Issuance of Shares. On the Date of Grant, the Participant shall acquire and the Company shall issue, subject to the provisions of this Agreement, a number of Shares equal to the Total Number of Shares, subject to adjustment as provided in Section 9. As a condition to the issuance of the Shares, the Participant shall execute and deliver the Grant Notice to the Company, and, if required by the Company, an Assignment Separate from Certificate duly endorsed (with date and number of sha
...res blank) in the form provided by the Company. 3.2 No Monetary Payment Required. The Participant is not required to make any monetary payment (other than to satisfy applicable tax withholding, if any, with respect to the issuance or vesting of the Shares) as a condition to receiving the Shares, the consideration for which shall be past services actually rendered or future services to be rendered to a Participating Company or for its benefit. Notwithstanding the foregoing, if required by applicable law, the Participant shall furnish consideration in the form of cash or past services rendered to a Participating Company or for its benefit having a value not less than the par value of the Shares issued pursuant to the Award. 3.3 Beneficial Ownership of Shares; Certificate Registration. The Participant hereby authorizes the Company, in its sole discretion, to deposit the Shares with the Company's transfer agent, including any successor transfer agent, to be held in book entry form during the term of the Escrow pursuant to Section 6. Furthermore, the Participant hereby authorizes the Company, in its sole discretion, to deposit, following the term of such Escrow, for the benefit of the Participant with any broker with which the Participant has an account relationship of which the Company has notice any or all Shares which are no longer subject to such Escrow. Except as provided by the foregoing, a certificate for the Shares shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant. 3.4 Issuance of Shares in Compliance with Law. The issuance of the Shares shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. No Shares shall be issued hereunder if their issuance 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 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 issuance of the Shares, 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.
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the Award.
3.1 Grant and Issuance a. Number of
Shares. On the Date Common Stock Equivalents. The number of
Grant, the Participant shall acquire and the Company shall issue, common stock equivalents subject to the
provisions of this Agreement, a number of Shares equal Participant's Award shall be set forth in the Notice and may be adjusted from time to
the Total Number of Shares, subject to adjustment time for Capitalization Adjustments, as provided in Section
9. As a condition to the issuance 5.3 of the
Sh...ares, the Participant Plan. b. Payment. The Participant's vested Award shall execute and deliver the Grant Notice to the Company, and, if required be settled by the Company, an Assignment Separate from Certificate duly endorsed (with date and number delivery of shares blank) in the form provided by the Company. 3.2 No Monetary Payment Required. The Participant is not required to make any monetary payment (other than to satisfy applicable tax withholding, if any, with respect to the issuance or vesting of the Shares) as a condition to receiving the Shares, the consideration for Stock, which shall be past services actually rendered or future services distributed to be rendered to a Participating Company or for its benefit. Notwithstanding the foregoing, if required by applicable law, the Participant shall furnish consideration in the form of cash or past services rendered to a Participating Company or for its benefit having a value not less than the par value of the Shares issued pursuant to the Award. 3.3 Beneficial Ownership of Shares; Certificate Registration. The Participant hereby authorizes the Company, in its sole discretion, to deposit the Shares with the Company's transfer agent, including any successor transfer agent, to be held in book entry form during the term of the Escrow pursuant to Section 6. Furthermore, the Participant hereby authorizes the Company, in its sole discretion, to deposit, within three months following the term earlier of such Escrow, for (a) the benefit of vesting date set forth in Section 3.a below or (b) the Participant with any broker with which the Participant has an account relationship of which the Company has notice any or all Shares which are no longer subject to such Escrow. Except as provided by the foregoing, a certificate for the Shares shall be registered vesting date set forth in the name of the Participant, or, if applicable, in the names of the heirs of the Participant. 3.4 Section 3.b. 1 Employee Award 3 Year Vesting Schedule (with Retirement) Time-Based Vesting 2021 Equity Incentive Plan c. Issuance of Shares in Compliance with Law. The issuance of the Shares Stock, if any, shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. No Shares Stock shall be issued hereunder if their its issuance 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 Stock shall relieve the Company of any liability in respect of the failure to issue such Shares Stock as to which such requisite authority shall not have been obtained. As a condition to the issuance of the Shares, Stock, if any, 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.
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the Award.
3.1 Grant and Issuance a. Number of
Shares. On the Date Common Stock Equivalents. The number of
Grant, the Participant shall acquire and the Company shall issue, common stock equivalents subject to the
provisions of this Agreement, a number of Shares equal Participant's Award shall be set forth in the Notice and may be adjusted from time to
the Total Number of Shares, subject to adjustment time for Capitalization Adjustments, as provided in Section
9. As a condition to the issuance 5.3 of the
Sh...ares, the Participant Plan. b. Payment. The Participant's vested Award shall execute and deliver the Grant Notice to the Company, and, if required be settled by the Company, an Assignment Separate from Certificate duly endorsed (with date and number delivery of shares blank) in the form provided by the Company. 3.2 No Monetary Payment Required. The Participant is not required to make any monetary payment (other than to satisfy applicable tax withholding, if any, with respect to the issuance or vesting of the Shares) as a condition to receiving the Shares, the consideration for Stock, which shall be past services actually rendered or future services distributed to be rendered to a Participating Company the Participant within thirty (30) days of the earlier of (i) May 20 in the calendar year following the date of grant, or for its benefit. Notwithstanding the foregoing, if required by applicable law, the Participant shall furnish consideration in the form of cash a newly elected director, May 20 following his or past services rendered to a Participating Company or for its benefit having a value not less than the par value of the Shares issued pursuant her election to the Award. 3.3 Beneficial Ownership Board or (ii) for Participants who are "Retirement eligible", the Participant's termination of Shares; Certificate Registration. The Participant hereby authorizes the Company, in its sole discretion, to deposit the Shares with the Company's transfer agent, including any successor transfer agent, to be held in book entry form during the term of the Escrow pursuant to Section 6. Furthermore, the Participant hereby authorizes the Company, in its sole discretion, to deposit, following the term of such Escrow, for the benefit of the Participant with any broker with which the Participant has an account relationship of which the Company has notice any or all Shares which are no longer subject to such Escrow. Except as provided by the foregoing, a certificate for the Shares shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant. 3.4 Service. 1 Director Award 2021 Equity Incentive Plan c. Issuance of Shares in Compliance with Law. The issuance of the Shares Stock, if any, shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. No Shares Stock shall be issued hereunder if their its issuance 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 Stock shall relieve the Company of any liability in respect of the failure to issue such Shares Stock as to which such requisite authority shall not have been obtained. As a condition to the issuance of the Shares, Stock, if any, 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.
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the Award.
3.1 Grant and Issuance a. Number of
Shares. On the Date Common Stock Equivalents. The number of
Grant, the Participant shall acquire and the Company shall issue, common stock equivalents subject to the
provisions of this Agreement, a number of Shares equal Participant's Award shall be set forth in the Notice and may be adjusted from time to
the Total Number of Shares, subject to adjustment time for Capitalization Adjustments, as provided in Section
9. As a condition to the issuance 5.3 of the
Sh...ares, the Participant Plan. b. Payment. The Participant's vested Award shall execute and deliver the Grant Notice to the Company, and, if required be settled by the Company, an Assignment Separate from Certificate duly endorsed (with date and number delivery of shares blank) in the form provided by the Company. 3.2 No Monetary Payment Required. The Participant is not required to make any monetary payment (other than to satisfy applicable tax withholding, if any, with respect to the issuance or vesting of the Shares) as a condition to receiving the Shares, the consideration for Stock, which shall be past services actually rendered or future services distributed to be rendered to a Participating Company or for its benefit. Notwithstanding the foregoing, if required by applicable law, the Participant shall furnish consideration in the form of cash or past services rendered to a Participating Company or for its benefit having a value not less than the par value within thirty (30) days of the Shares issued pursuant to the Award. 3.3 Beneficial Ownership of Shares; Certificate Registration. The Participant hereby authorizes the Company, in its sole discretion, to deposit the Shares with the Company's transfer agent, including any successor transfer agent, to be held in book entry form during the term of the Escrow pursuant to Section 6. Furthermore, the Participant hereby authorizes the Company, in its sole discretion, to deposit, following the term of such Escrow, for the benefit of the Participant with any broker with which the Participant has an account relationship of which the Company has notice any or all Shares which are no longer subject to such Escrow. Except as provided by the foregoing, a certificate for the Shares shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant. 3.4 vesting date. c. Issuance of Shares in Compliance with Law. The issuance of the Shares Stock, if any, shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. No Shares Stock shall be issued hereunder if their its issuance 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 Stock shall relieve the Company of any liability in respect of the failure to issue such Shares Stock as to which such requisite authority shall not have been obtained. As a condition to the issuance of the Shares, Stock, if any, 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. 1 LTIP Award 2021 Equity Incentive Plan 3. Vesting. The Award is fully vested ten (10) calendar days following the date of grant.
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the Award.
3.1 3.1. Grant and Issuance of Shares.
On Upon the later of (a) the Date of
Grant, Grant or (b) the date the Grant Notice is fully executed, the Participant shall acquire and the Company shall issue, subject to the provisions of this
Award Agreement, a number of
Shares shares equal to the Total Number of
Shares, subject to adjustment as provided Shares set forth in
Section 9. the Grant Notice. As a condition to the issuance of the
Shares, shares, the Participant shall execute and deliver
the Gra...nt Notice to the Company, and, if required by along with the Company, an Grant Notice, the Assignment Separate from Certificate duly endorsed (with date and number of shares blank) in the form provided by the Company. 3.2 No Monetary Payment Required. The Participant is not required to make any monetary payment (other than to satisfy applicable tax withholding, if any, with respect attached to the issuance or vesting of the Shares) as a condition to receiving the Shares, the consideration for which shall be past services actually rendered or future services to be rendered to a Participating Company or for its benefit. Notwithstanding the foregoing, if required by applicable law, the Participant shall furnish consideration in the form of cash or past services rendered to a Participating Company or for its benefit having a value not less than the par value of the Shares issued pursuant to the Award. 3.3 Grant Notice. 3.2. Beneficial Ownership of Shares; Certificate Registration. The Participant hereby authorizes the Company, in its sole discretion, to deposit the Shares with the Company or the Company's transfer agent, including any successor transfer agent, to be held in book entry form during the term of the Escrow pursuant to Section 6. 5. Furthermore, the Participant hereby authorizes the Company, in its sole discretion, to deposit, following the term of such Escrow, for the benefit of the Participant with any broker with which the Participant has an account relationship of which the Company has notice any or all Shares which are no longer subject to such Escrow. Except as provided by the foregoing, a certificate for the Shares shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant. 3.4 Issuance of Shares in Compliance with Law. 3 4. Dividends. The issuance of the Shares shall be subject Participant is eligible to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. No Shares shall be issued hereunder if their issuance would constitute a violation of any applicable federal, state or foreign securities laws receive payments or other law adjustments in the number of shares underlying the Restricted Stock Award for dividends or regulations or the requirements of any stock exchange or market system upon which the Stock other distributions that 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 shall relieve the Company of any liability made 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 issuance provided in Section 7.5 of the Shares, 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. Plan.
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the Award. 3.1 Grant
and Issuance of
Shares. Units. On the Date of Grant, the Participant shall
acquire and the Company shall issue, acquire, subject to the provisions of this Agreement,
a number of Shares equal to the Total Number of
Shares, Units set forth in the Notice of Grant, subject to adjustment as provided in Section 9.
As Each Unit represents a
condition right to
receive on a date determined in accordance with the
issuance Notice of
the Shares, the Participant shall execute Grant and
deliver the ...Grant Notice to the Company, and, if required by the Company, an Assignment Separate from Certificate duly endorsed (with date and number this Agreement one (1) share of shares blank) in the form provided by the Company. Stock. 3.2 No Monetary Payment Required. The Participant is not required to make any monetary payment (other than to satisfy applicable tax withholding, if any, with respect to the issuance or vesting of the Shares) any) as a condition to receiving the Shares, Units or shares of Stock issued upon vesting or settlement of the Units, the consideration for which shall be past services actually rendered or future services to be rendered to a Participating Company or for its benefit. Notwithstanding the foregoing, if required by applicable law, the Participant shall furnish consideration in the form of cash or past services rendered to a Participating Company or for its benefit having a value not less than the par value of the Shares shares of Stock issued pursuant to the Award. 3.3 Beneficial Ownership of Shares; Certificate Registration. The Participant hereby authorizes the Company, in its sole discretion, to deposit the Shares with the Company's transfer agent, including any successor transfer agent, to be held in book entry form during the term upon settlement of the Escrow pursuant to Section 6. Furthermore, the Participant hereby authorizes the Company, in its sole discretion, to deposit, following the term of such Escrow, for the benefit of the Participant with any broker with which the Participant has an account relationship of which the Company has notice any or all Shares which are no longer subject to such Escrow. Except as provided by the foregoing, a certificate for the Shares shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant. 3.4 Units. 3.3 Issuance of Shares Stock in Compliance with Law. The issuance of the Shares Stock shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. No Shares Stock shall be issued hereunder if their issuance 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 Stock shall relieve the Company of any liability in respect of the failure to issue such Shares Stock as to which such requisite authority shall not have been obtained. As a condition to the issuance of the Shares, Stock, 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.
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the Award. 3.1 Grant and Issuance of Shares. On the Date of Grant, the Participant
shall will acquire and the Company
shall will issue, subject to the provisions of this Agreement, a number of
Shares shares of Stock equal to the Total Number of
Shares, subject to adjustment as provided in Section 9. Shares. As a condition to the issuance of the
Shares, shares of Stock, the Participant
shall will execute and deliver the Grant Notice to the Company,
and, if required accompanied by
the Company, an Assignment
...Separate from Certificate duly endorsed (with date and number of shares blank) in the form provided by the Company. 3.2 No Monetary Payment Required. The Participant is not required to make any monetary payment (other than to satisfy applicable tax withholding, if any, with respect to the issuance or vesting of the Shares) shares of Stock) as a condition to receiving the Shares, shares of Stock, the consideration for which shall will be past services actually rendered or future services to be rendered to a Participating Company or for its benefit. Notwithstanding the foregoing, if required by applicable law, the Participant shall will furnish consideration in the form of cash or past services rendered to a Participating Company or for its benefit having a value not less than the par value of the Shares shares of Stock issued pursuant to the Award. 3.3 Beneficial Ownership of Shares; Shares of Stock; Certificate Registration. The Participant hereby authorizes the Company, in its sole discretion, to deposit the Shares shares of Stock with the Company's transfer agent, including any successor transfer agent, to be held in book entry form during the term of the Escrow pursuant to Section 6. form. Furthermore, the Participant hereby authorizes the Company, in its sole discretion, to deposit, following the term of such Escrow, the Escrow pursuant to Section 7, for the benefit of the Participant with any broker with which the Participant has an account relationship of which the Company has notice any or all Shares shares of Stock which are no longer subject to such Escrow. Except as provided by the foregoing, a certificate for the Shares shall shares of Stock will be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant. 3.4 Issuance of Shares in Compliance with Law. The issuance of the Shares shall shares of Stock will be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. No Shares shall shares of Stock will be issued hereunder if their issuance 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 shall shares of Stock will relieve the Company of any liability in respect of the failure to issue such Shares shares of Stock as to which such requisite authority shall will not have been obtained. As a condition to the issuance of the Shares, shares of Stock, 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. 3 4. Vesting of Shares. Shares of Stock acquired pursuant to this Agreement will become Vested Shares as provided in the Grant Notice. For purposes of determining the number of Vested Shares following an Ownership Change Event, credited Service will include all Service with any corporation which is a Participating Company at the time the Service is rendered, whether or not such corporation is a Participating Company both before and after the Ownership Change Event.
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the Award. 3.1 Grant and Issuance of Shares. On the Date of Grant, the Participant shall acquire and the Company shall issue, subject to the provisions of this Agreement, a number of
Shares shares of Stock equal to the Total Number of
Shares, subject to adjustment as provided in Section 9. shares of Stock. As a condition to the issuance of the
Shares, shares of Stock, the Participant shall execute and deliver the Grant Notice to the Company, and, if required by the Company, an Assignment Separate from Cert
...ificate duly endorsed (with date and number of shares blank) in the form provided by the Company. 3.2 No Monetary Payment Required. The Participant is not required to make any monetary payment (other than to satisfy applicable tax withholding, if any, with respect to the issuance or vesting of the Shares) shares of Stock) as a condition to receiving the Shares, shares of Stock, the consideration for which shall be past services actually rendered or future services to be rendered to a Participating Company or for its benefit. Notwithstanding the foregoing, if required by applicable law, the Participant shall furnish consideration in the form of cash or past services rendered to a Participating Company or for its benefit having a value not less than the par value of the Shares shares of Stock issued pursuant to the Award. 3.3 Beneficial Ownership of Shares; Certificate Registration. The As security for the Participant's performance of the terms of this Agreement and to ensure the availability for delivery of the Participant's shares of Stock upon the exercise of the Company Reacquisition Right, the Participant hereby authorizes the Company, in its sole discretion, agrees to deliver and deposit the Shares with the Company's transfer agent, including any successor transfer agent, to be held in book entry form Secretary of the Company (or the Secretary's designee), the certificates evidencing the shares of Stock during the term of the Escrow pursuant to Section 6. Furthermore, the Participant hereby authorizes the Company, in its sole discretion, to deposit, following the term of such Escrow, for the benefit of the Participant with any the broker designated by the Company with which the Participant has an account relationship of which the Company has notice account, any or all Shares shares of Stock which are no longer subject to such Escrow. Except as provided by the foregoing, a certificate for the Shares of Stock shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant. 3.4 Issuance of Shares of Stock in Compliance with Law. The issuance of the Shares shares of Stock shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. No Shares shares of Stock shall be issued hereunder if their issuance 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 shares of Stock shall relieve the Company of any liability in respect of the failure to issue such Shares shares of Stock as to which such requisite authority shall not have been obtained. As a condition to the issuance of the Shares, shares of Stock, 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.
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the Award. 3.1 Grant and Issuance of Shares. On the Date of Grant, the Participant shall acquire and the Company shall issue, subject to the provisions of this Agreement, a number of Shares equal to the Total Number of Shares, subject to adjustment as provided in Section 9. As a condition to the issuance of the Shares, the Participant shall execute and deliver the Grant Notice to the Company, and, if required by the Company, an Assignment Separate from Certificate duly endorsed (with date and number of sha
...res blank) in the form provided by the Company. 3.2 No Monetary Payment Required. The Participant is not required to make any monetary payment (other than to satisfy applicable tax withholding, if any, with respect to the issuance or vesting of the Shares) as a condition to receiving the Shares, the consideration for which shall be past services actually rendered or future services to be rendered to a Participating Company or for its benefit. Notwithstanding the foregoing, if required by applicable law, the Participant shall furnish consideration in the form of cash or past services rendered to a Participating Company or for its benefit having a value not less than the par value of the Shares issued pursuant to the Award. 3.3 Beneficial Ownership of Shares; Certificate Registration. The To the extent certificated, the Participant hereby authorizes the Company, in its sole discretion, to deposit the Shares with the Company's transfer agent, including any successor transfer agent, to be held in book entry form during the term of the Escrow pursuant to Section 6. Furthermore, the Participant hereby authorizes the Company, in its sole discretion, to deposit, following the term of such Escrow, for the benefit of the Participant with any broker with which the Participant has an account relationship of which the Company has notice any or all Shares which are no longer subject to such Escrow. Except as provided by the foregoing, foregoing and to the extent certificated, a certificate for the Shares shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant. Uncertificated Shares shall be deemed delivered for all purposes when the Company or the Company's transfer agent shall have given to the participant by electronic mail (with proof of receipt) or by United States mail, addressed to the participant, at the participant's last known address on file with the Company, notice of issuance and recorded the issuance in its records (which may include electronic "book entry" records). 3.4 Issuance of Shares in Compliance with Law. The issuance of the Shares shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. No Shares shall be issued hereunder if their issuance 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 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 issuance of the Shares, 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. Uncertificated Shares shall be accompanied by a notation on the records of the Company or the transfer agent to the effect that they are subject to forfeiture until such Shares are vested as provided herein. 2 4. VESTING OF SHARES. Shares acquired pursuant to this Agreement shall become Vested Shares as provided in the Grant Notice. For purposes of determining the number of Vested Shares following an Ownership Change Event, credited Service shall include all Service with any corporation which is a Participating Company at the time the Service is rendered, whether or not such corporation is a Participating Company both before and after the Ownership Change Event.
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