Common use of Awards and Certificates Clause in Contracts

Awards and Certificates. (1) Except as otherwise provided below in Section 9(c) hereof, (i) each Participant who is granted an award of Restricted Shares may, in the Company’s sole discretion, be issued a share certificate in respect of such Restricted Shares; and (ii) any such certificate so issued shall be registered in the name of the Participant, and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to any such Award. The Company may require that the share certificates, if any, evidencing Restricted Shares be held in the custody of the Company until the restrictions thereon shall have lapsed, and that, as a condition of any award of Restricted Shares, the Participant shall have delivered a share transfer form, endorsed in blank, relating to the Shares covered by such award. Certificates for unrestricted Common Shares may, in the Company’s sole discretion, be delivered to the Participant only after the Restricted Period has expired without forfeiture in respect of such Restricted Shares. (2) With respect to Restricted Share Units, at the expiration of the Restricted Period, share certificates in respect of the Common Shares underlying such Restricted Share Units will, in the Company’s sole discretion, be delivered to the Participant, or his legal representative, in a number equal to the number of Common Shares underlying the Restricted Share Units. (3) Notwithstanding anything in the Plan to the contrary, any Restricted Shares or Restricted Share Units (at the expiration of the Restricted Period) may, in the Company’s sole discretion, be issued in uncertificated form. (4) Further, notwithstanding anything in the Plan to the contrary, with respect to Restricted Share Units, at the expiration of the Restricted Period, Shares shall promptly be issued to the Participant, unless otherwise deferred in accordance with procedures established by the Company in accordance with Section 409A of the Code, and such issuance shall in any event be made no later than March 15th of the calendar year following the year of vesting or within other such period as is required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code.

Awards and Certificates. (1) Except as otherwise provided below in Section 9(c9(b)(3) hereof, (i) each Participant who is granted an award Award of Restricted Shares Stock may, in the Company’s sole discretion, be issued a share stock certificate in respect of such Restricted SharesStock; and (ii) any such certificate so issued shall be registered in the name of the Participant, and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to any such Award. The Company may require that the share stock certificates, if any, evidencing Restricted Shares Stock granted hereunder be held in the custody of the Company until the restrictions thereon shall have lapsed, and that, as a condition of any award of Restricted SharesStock, the Participant shall have delivered a share stock transfer form, endorsed in blank, relating to the Shares covered by such award. Certificates for shares of unrestricted Common Shares Stock may, in the Company’s sole discretion, be delivered to the Participant only after the Restricted Period has expired without forfeiture in respect of such Restricted SharesStock. (2) With respect to an Award of Restricted Share UnitsStock Units to be settled in Shares, at the expiration of the Restricted Period, share stock certificates in respect of the shares of Common Shares Stock underlying such Restricted Share Stock Units willmay, in the Company’s sole discretion, be delivered to the Participant, or his the Participant’s legal representative, in a number equal to the number of shares of Common Shares Stock underlying the Award of Restricted Share Stock Units. (3) Notwithstanding anything in the Plan to the contrary, any Restricted Shares Stock or Restricted Share Stock Units to be settled in Shares (at the expiration of the Restricted Period) may, in the Company’s sole discretion, be issued in uncertificated form. (4) Further, notwithstanding anything in the Plan to the contrary, with respect to Restricted Share Stock Units, at the expiration of the Restricted Period, Shares (either in certificated or uncertificated form) or cash, as applicable, shall promptly be issued to the Participant, unless otherwise deferred in accordance with procedures established by the Company in accordance with Section 409A of the Code, and such issuance or payment shall in any event be made no later than March 15th of the calendar year following the year of vesting or within such other such period as is required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code.

Awards and Certificates. (1) Except as otherwise provided below in Section 9(c) hereof, (i) each Participant who is granted an award Shares of Restricted Shares mayStock and shares of Common Stock issuable upon the exercise of a Stock Option or Stock Appreciation Right (together, "Plan Shares") shall be evidenced in such manner as the Company’s sole discretionCommittee may deem appropriate, be including book-entry registration or issuance of one or more stock certificates. Any certificate issued a share certificate in respect of such Restricted Shares; and (ii) any such certificate so issued Plan Shares shall be registered in the name of the Participant, such Participant and shall bear an appropriate legend legends referring to the terms, conditions, and restrictions applicable to any such Award, substantially in the following form: "The transferability of this certificate and the shares of stock represented hereby are subject to the terms, conditions and restrictions (including forfeiture) of the Amscan Holdings, Inc. 1997 Stock Incentive Plan and a Restricted Stock Agreement and/or an Option Agreement, as the case may be, between the issuer and the registered holder hereof. Copies of such Plan and Agreement are on file at the offices of Amscan Holdings, Inc., 80 Gxxxxxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx 00000." "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under the securities laws of any state, and may not be sold or otherwise disposed of except pursuant to an effective registration statement under said Act and applicable state securities laws or an applicable exemption to the registration requirements of such Act and laws." Such shares may bear other legends to the extent the Committee or the Board determines it to be necessary or appropriate, including any required by the Stockholders' Agreement or pursuant to any applicable Restricted Stock Agreement or Option Agreement. If and when all restrictions expire without a prior forfeiture of the Plan Shares theretofore subject to such restrictions, new certificates for such shares shall be delivered to the Participant without the first legend listed above. The Company Committee may require that the share certificates, if any, any certificates evidencing Restricted Plan Shares be held in the custody of by the Company until the restrictions thereon shall have lapsed, lapsed and that, as a condition of any award of Restricted Shares, that the Participant shall have delivered deliver a share transfer formstock power, endorsed in blank, relating to the Shares covered by such award. Certificates for unrestricted Common Shares may, in the Company’s sole discretion, be delivered to the Participant only after the Restricted Period has expired without forfeiture in respect of such Restricted Plan Shares. (2) With respect to Restricted Share Units, at the expiration of the Restricted Period, share certificates in respect of the Common Shares underlying such Restricted Share Units will, in the Company’s sole discretion, be delivered to the Participant, or his legal representative, in a number equal to the number of Common Shares underlying the Restricted Share Units. (3) Notwithstanding anything in the Plan to the contrary, any Restricted Shares or Restricted Share Units (at the expiration of the Restricted Period) may, in the Company’s sole discretion, be issued in uncertificated form. (4) Further, notwithstanding anything in the Plan to the contrary, with respect to Restricted Share Units, at the expiration of the Restricted Period, Shares shall promptly be issued to the Participant, unless otherwise deferred in accordance with procedures established by the Company in accordance with Section 409A of the Code, and such issuance shall in any event be made no later than March 15th of the calendar year following the year of vesting or within other such period as is required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code.

Awards and Certificates. (1) Except as otherwise provided below in Section 9(c9(b)(3) hereof, (i) each Participant who is granted an award Award of Restricted Shares Share may, in the Company’s sole discretion, be issued a share Share certificate in respect of such Restricted SharesShare; and (ii) any such certificate so issued shall be registered in the name of the Participant, and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to any such Award. The Company may require that the share Share certificates, if any, evidencing Restricted Shares Share granted hereunder be held in the custody of the Company until the restrictions thereon shall have lapsed, and that, as a condition of any award of Restricted SharesShare, the Participant shall have delivered a share Share transfer form, endorsed in blank, relating to the Shares covered by such award. Certificates for shares of unrestricted Common Ordinary Shares may, in the Company’s sole discretion, be delivered to the Participant only after the Restricted Period has expired without forfeiture in respect of such Restricted SharesShare. (2) With respect to an Award of Restricted Share UnitsUnits to be settled in Shares, at the expiration of the Restricted Period, share certificates in respect of the Common Ordinary Shares underlying such Restricted Share Units willmay, in the Company’s sole discretion, be delivered to the Participant, or his or her legal representative, in a number equal to the number of Common Ordinary Shares underlying the Award of Restricted Share Units. (3) Notwithstanding anything in the Plan to the contrary, any Restricted Shares Share or Restricted Share Units to be settled in Shares (at the expiration of the Restricted Period) may, in the Company’s sole discretion, be issued in uncertificated form. (4) Further, notwithstanding anything in the Plan to the contrary, with respect to Restricted Share Units, at the expiration of the Restricted Period, Shares (either in certificated or uncertificated form) or cash, as applicable, shall promptly be issued to the Participant, unless otherwise deferred in accordance with procedures established by the Company in accordance with Section 409A of the Code, and such issuance or payment shall in any event be made no later than March 15th of the calendar year following the year of vesting or within such other such period as is required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code.