Common use of Broker-Assisted Sales Clause in Contracts

Broker-Assisted Sales. In the event of a broker-assisted sale of Stock in connection with the payment of amounts owed by a Holder under or with respect to the Plan or Awards: (a) any Stock to be sold through the broker-assisted sale will be sold on the day the payment first becomes due, or as soon thereafter as practicable; (b) the Stock may be sold as part of a block trade with other Holders in the Plan in which all participants receive an average price; (c) the applicable Holder will be responsible for all broker’s fees and other costs of sale, and by accepting an Award, each Holder agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the Company or its designee receives proceeds of the sale that exceed the amount owed, the Company will pay the excess in cash to the applicable Holder as soon as reasonably practicable; (e) the Company and its designees are under no obligation to arrange for the sale at any particular price; and (f) if the proceeds of the sale are insufficient to satisfy the Holder’s applicable obligation, the Holder may be required to pay immediately upon demand to the Company or its designee an amount in cash sufficient to satisfy any remaining portion of the Holder’s obligation.

Appears in 2 contracts

Samples: Merger Agreement (BYTE Acquisition Corp.), Business Combination Agreement (HH&L Acquisition Co.)

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Broker-Assisted Sales. In the event of a any broker-assisted sale of Stock Shares in connection with the payment of amounts owed by a Holder under withholding taxes as provided in Section 1.2(b)(iii) or with respect to the Plan or Awards: (v): (a) any Stock Shares to be sold through the a broker-assisted sale will be sold on the day the payment first becomes due, tax withholding obligation arises or as soon thereafter as practicable; practicable; (b) the Stock such Shares may be sold as part of a block trade with other Holders participants in the Plan in which all participants receive an average price; price; (c) the applicable Holder Participant will be responsible for all broker’s fees and other costs of sale, and by accepting an Award, each Holder Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; sale; (d) to the extent the proceeds of such sale exceed the applicable tax withholding obligation, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (e) Participant acknowledges that the Company or its designee receives proceeds of the sale that exceed the amount owed, the Company will pay the excess in cash to the applicable Holder as soon as reasonably practicable; (e) the Company and its designees are is under no obligation to arrange for the such sale at any particular price; price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation; and (f) if in the event the proceeds of the such sale are insufficient to satisfy the Holder’s applicable tax withholding obligation, the Holder may be required Participant agrees to pay immediately upon demand to the Company or its designee Subsidiary with respect to which the tax withholding obligation arises an amount in cash sufficient to satisfy any remaining portion of the HolderCompany’s or the applicable Subsidiary’s tax withholding obligation.

Appears in 2 contracts

Samples: Notice and Restricted Stock Unit Agreement (Ligand Pharmaceuticals Inc), Restricted Stock Unit Agreement (Ligand Pharmaceuticals Inc)

Broker-Assisted Sales. In the event of a any broker-assisted sale of Stock Shares in connection with the payment of amounts owed by a Holder under withholding taxes as provided in Section 1.2(a)(iii) or with respect to the Plan or Awards: (v): (a) any Stock Shares to be sold through the a broker-assisted sale will be sold on the day the payment first becomes due, tax withholding obligation arises or as soon thereafter as practicable; practicable; (b) the Stock such Shares may be sold as part of a block trade with other Holders participants in the Plan in which all participants receive an average price; price; (c) the applicable Holder will be responsible for all broker’s fees and other costs of sale, and by accepting an Award, each Holder Xxxxxx agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; sale; (d) to the extent the Company or its designee receives proceeds of the such sale that exceed the amount owedapplicable tax withholding obligation, the Company will agrees to pay the such excess in cash to the applicable Holder as soon as reasonably practicable; practicable; (e) Holder acknowledges that the Company and or its designees are designee is under no obligation to arrange for the such sale at any particular price; price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation; and (f) if in the event the proceeds of the such sale are insufficient to satisfy the Holder’s applicable tax withholding obligation, the Holder may be required agrees to pay immediately upon demand to the Company or its designee Subsidiary with respect to which the tax withholding obligation arises an amount in cash sufficient to satisfy any remaining portion of the HolderCompany’s or the applicable Subsidiary’s tax withholding obligation.. * * * * *

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Ignyta, Inc.)

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Broker-Assisted Sales. In the event of a any broker-assisted sale of Stock Shares in connection with the payment of amounts owed by a Holder under withholding taxes as provided in Section 2.2(a)(iii) or with respect to the Plan or Awards: (v): (a) any Stock Shares to be sold through the a broker-assisted sale will be sold on the day the payment first becomes due, tax withholding obligation arises or as soon thereafter as practicable; practicable; (b) the Stock such Shares may be sold as part of a block trade with other Holders participants in the Plan in which all participants receive an average price; price; (c) the applicable Holder Participant will be responsible for all broker’s fees and other costs of sale, and by accepting an Award, each Holder Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; sale; (d) to the extent the proceeds of such sale exceed the applicable tax withholding obligation, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (e) Participant acknowledges that the Company or its designee receives proceeds of the sale that exceed the amount owed, the Company will pay the excess in cash to the applicable Holder as soon as reasonably practicable; (e) the Company and its designees are is under no obligation to arrange for the such sale at any particular price; price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation; and (f) if in the event the proceeds of the such sale are insufficient to satisfy the Holder’s applicable tax withholding obligation, the Holder may be required Participant agrees to pay immediately upon demand to the Company or its designee Subsidiary with respect to which the tax withholding obligation arises an amount in cash sufficient to satisfy any remaining portion of the HolderCompany’s or the applicable Subsidiary’s tax withholding obligation.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Tessera Technologies Inc)

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