Common use of Additional Conditions to Issuance of Shares Clause in Contracts

Additional Conditions to Issuance of Shares. If at any time the Company will determine, in its discretion, that the listing, registration, qualification or rule compliance of the Shares upon any securities exchange or under any U.S. federal, state, local or foreign law, the tax code and related regulations or under the rulings or regulations of the U.S. Securities and Exchange Commission (the “SEC”) or any other governmental regulatory body or the clearance, consent or approval of the SEC or any other governmental regulatory authority is necessary or desirable as a condition to the purchase by or issuance of Shares to Participant (or his or her estate) hereunder, such purchase or issuance will not occur unless and until such listing, registration, qualification, rule compliance, clearance, consent or approval will have been completed, effected or obtained free of any conditions not acceptable to the Company. Where the Company determines that the delivery of any Shares will violate federal securities laws or other Applicable Laws, the Company will defer delivery until the earliest date at which the Company reasonably anticipates that the delivery of Shares will no longer cause such violation. The Company will make all reasonable efforts to meet the requirements of any such Applicable Laws or securities exchange and to obtain any such consent or approval of any such governmental authority or securities exchange. Assuming such compliance, for income tax purposes the Exercised Shares will be considered transferred to Participant on the date this Option is exercised with respect to such Exercised Shares. In addition, subject to the terms of the Award Agreement and the Plan, the Company shall not be required to issue any certificate or certificates for Shares hereunder prior to the lapse of such reasonable period of time following the date of exercise of this Option as the Administrator may establish from time to time for reasons of administrative convenience.

Additional Conditions to Issuance of Shares. If at any time the Company will determine, in its discretion, that the listing, registration, registration or qualification of this Award or rule compliance of the Shares upon any securities exchange or under any U.S. federal, state, local federal or foreign law, the tax code and related regulations or under the rulings or regulations of the U.S. Securities and Exchange Commission (the “SEC”) or any other governmental regulatory body or the clearance, consent or approval of the SEC or any other governmental regulatory authority is necessary or desirable as a condition to the purchase by grant of this Award or the issuance of Shares to Participant (or his or her estate) hereunder), such purchase grant or issuance will not occur unless and until such listing, registration, qualification, rule compliance, clearance, consent or approval will have been completed, effected or obtained free of any conditions not acceptable to the Company. Where the Company determines that the grant of this Award or the delivery of the payment of any Shares will violate federal securities laws or other Applicable Lawsapplicable laws, the Company will defer the grant of this Award or the delivery until the earliest date at which the Company reasonably anticipates that the grant of this Award or the delivery of Shares will no longer cause such violation. The Company will make all reasonable efforts to meet the requirements of any such Applicable Laws state, federal or foreign law or securities exchange and to obtain any such consent or approval of any such governmental authority or securities exchangeauthority. Assuming such compliance, for income tax purposes the Exercised Shares will be considered transferred to Participant on the date this Option is exercised with respect to such Exercised Shares. In addition, subject to the terms of the Award Agreement and the Plan, the The Company shall not be required obligated to treat this Award as outstanding or issue any certificate Shares pursuant to this Award at any time if the grant of this Award or certificates for the issuance of Shares hereunder prior pursuant to this Award violates or is not in compliance with any laws, rules or regulations of the United States or any state or country. Furthermore, the Company reserves the right to impose other requirements on Participant’s participation in the Plan, this Award and on any Shares acquired under the Plan, to the lapse extent the Company determines it is necessary or advisable in order to comply with applicable law or facilitate the administration of such reasonable period the Plan, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. Furthermore, Participant understands that the laws of the country in which he or she is resident at the time following of grant or vesting of the date this Award or the holding or disposition of exercise Shares or receipt of dividends (or dividend equivalent units), if any (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent the grant of this Option Award or the issuance of Shares or may subject Participant to additional procedural or regulatory requirements he or she is solely responsible for and will have to independently fulfill in relation to this Award or the Shares. Notwithstanding any provision herein, this Award and any Shares shall be subject to any special terms and conditions or disclosures as set forth in any addendum for Participant’s country (the Administrator may establish from time to time for reasons of administrative convenience“Country-Specific Addendum,” which forms part this RSU Agreement).

Additional Conditions to Issuance of Shares. If at any time the Company will determine, in its discretion, that the listing, registration, registration or qualification of this Award or rule compliance of the Shares upon any securities exchange or under any U.S. federal, state, local federal or foreign law, the tax code and related regulations or under the rulings or regulations of the U.S. Securities and Exchange Commission (the “SEC”) or any other governmental regulatory body or the clearance, consent or approval of the SEC or any other governmental regulatory authority is necessary or desirable as a condition to the purchase by grant of this Award or the issuance of Shares to Participant (or his or her estate) hereunder), such purchase grant or issuance will not occur unless and until such listing, registration, qualification, rule compliance, clearance, consent or approval will have been completed, effected or obtained free of any conditions not acceptable to the Company. Where the Company determines that the grant of this Award or the delivery of the payment of any Shares will violate federal securities laws or other Applicable Lawsapplicable laws, the Company will defer the grant of this Award or the delivery until the earliest date at which the Company reasonably anticipates that the grant of this Award or the delivery of Shares will no longer cause such violation. The Company will make all reasonable efforts to meet the requirements of any such Applicable Laws state, federal or foreign law or securities exchange and to obtain any such consent or approval of any such governmental authority or securities exchangeauthority. Assuming such compliance, for income tax purposes the Exercised Shares will be considered transferred to Participant on the date this Option is exercised with respect to such Exercised Shares. In addition, subject to the terms of the Award Agreement and the Plan, the The Company shall not be required obligated to treat this Award as outstanding or issue any certificate Shares pursuant to this Award at any time if the grant of this Award or certificates for the issuance of Shares hereunder prior pursuant to this Award violates or is not in compliance with any laws, rules or regulations of the United States or any state or country. Furthermore, the Company reserves the right to impose other requirements on Participant's participation in the Plan, this Award and on any Shares acquired under the Plan, to the lapse extent the Company determines it is necessary or advisable in order to comply with applicable law or facilitate the administration of such reasonable period the Plan, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. Furthermore, Participant understands that the laws of the country in which he or she is resident at the time following of grant or vesting of the date this Award or the holding or disposition of exercise Shares or receipt of dividends (or dividend equivalent units), if any (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent the grant of this Option Award or the issuance of Shares or may subject Participant to additional procedural or regulatory requirements he or she is solely responsible for and will have to independently fulfill in relation to this Award or the Shares. Notwithstanding any provision herein, this Award and any Shares shall be subject to any special terms and conditions or disclosures as set forth in any addendum for Participant's country (the Administrator may establish from time to time for reasons of administrative convenience“Country-Specific Addendum,” which forms part this RSU Agreement).

Additional Conditions to Issuance of Shares. If at any time the Company will determine, in its discretion, that the listing, registration, registration or qualification of this Award or rule compliance of the Shares upon any securities exchange or under any U.S. federal, state, local federal or foreign law, the tax code and related regulations or under the rulings or regulations of the U.S. Securities and Exchange Commission (the “SEC”) or any other governmental regulatory body or the clearance, consent or approval of the SEC or any other governmental regulatory authority is necessary or desirable as a condition to the purchase by grant of this Award or the issuance of Shares to Participant (or his or her estate) hereunder), such purchase grant or issuance will not occur unless and until such listing, registration, qualification, rule compliance, clearance, consent or approval will have been completed, effected or obtained free of any conditions not acceptable to the Company. Where the Company determines that the grant of this Award or the delivery of the payment of any Shares will violate federal securities laws or other Applicable Lawsapplicable laws, the Company will defer the grant of this Award or -5- the delivery until the earliest date at which the Company reasonably anticipates that the grant of this Award or the delivery of Shares will no longer cause such violation. The Company will make all reasonable efforts to meet the requirements of any such Applicable Laws state, federal or foreign law or securities exchange and to obtain any such consent or approval of any such governmental authority or securities exchangeauthority. Assuming such compliance, for income tax purposes the Exercised Shares will be considered transferred to Participant on the date this Option is exercised with respect to such Exercised Shares. In addition, subject to the terms of the Award Agreement and the Plan, the The Company shall not be required obligated to treat this Award as outstanding or issue any certificate Shares pursuant to this Award at any time if the grant of this Award or certificates for the issuance of Shares hereunder prior pursuant to this Award violates or is not in compliance with any laws, rules or regulations of the United States or any state or country. Furthermore, the Company reserves the right to impose other requirements on Participant’s participation in the Plan, this Award and on any Shares acquired under the Plan, to the lapse extent the Company determines it is necessary or advisable in order to comply with applicable law or facilitate the administration of such reasonable period the Plan, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. Furthermore, Participant understands that the laws of the country in which he or she is resident at the time following of grant or vesting of the date this Award or the holding or disposition of exercise Shares or receipt of dividends (or dividend equivalent units), if any (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent the grant of this Option Award or the issuance of Shares or may subject Participant to additional procedural or regulatory requirements he or she is solely responsible for and will have to independently fulfill in relation to this Award or the Shares. Notwithstanding any provision herein, this Award and any Shares shall be subject to any special terms and conditions or disclosures as set forth in any addendum for Participant’s country (the Administrator may establish from time to time for reasons of administrative convenience“Country-Specific Addendum,” which forms part this RSU Agreement).