Common use of By Sale of Shares Clause in Contracts

By Sale of Shares. Unless you choose to satisfy the Tax-Related Items by some other means in accordance with clause (ii) below, your acceptance of this Award constitutes your instruction and authorization to the Company and the Designated Broker to sell on your behalf a whole number of Shares from those Shares issued to you as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy your obligation for Tax-Related Items. Such Shares will be sold on the day of the event giving rise to the Tax-Related Items (e.g., a Vest Date) or as soon thereafter as practicable. You will be responsible for all broker's fees and other costs of sale, and you agree to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale. The number of Shares sold may be determined by considering any applicable withholding rates, including maximum applicable rates, and to the extent the proceeds of such sale exceed your obligation for Tax-Related Items, the Company agrees to pay such excess in cash to you through payroll or otherwise as soon as practicable and you acknowledge that you have no entitlement to the equivalent in Shares. You further acknowledge that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy your obligation for Tax-Related Items. Accordingly, you agree to pay to the Company or any of its Subsidiaries including the Employer as soon as practicable, including through additional payroll withholding, any amount of the Tax -Related Items that is not satisfied by the sale of Shares described above.

Appears in 3 contracts

Samples: Restricted Stock Unit Award Agreement (Amazon Com Inc), Restricted Stock Unit Award Agreement (Amazon Com Inc), Restricted Stock Unit Award Agreement (Amazon Com Inc)

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By Sale of Shares. Unless you choose to satisfy the Tax-Related Items by some other means in accordance with clause (ii) below, your acceptance of this Award constitutes your instruction and authorization to the Company and the Designated Broker to sell on your behalf a whole number of Shares from those Shares issued to you as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy your obligation for Tax-Related Items. Such Shares will be sold on the day of the event giving rise to the Tax-Related Items (e.g., a Vest Date) or as soon thereafter as practicable. You will be responsible for all broker's fees and other costs of sale, and you agree to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale. The number of Shares sold may be determined by considering any applicable withholding rates, including maximum applicable rates, and to the extent the proceeds of such sale exceed your obligation for Tax-Related Items, the Company agrees to pay such excess in cash to you through payroll or otherwise as soon as practicable and you acknowledge that you have no entitlement to the equivalent in Shares. You further acknowledge that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy your obligation for Tax-Related Items. Accordingly, you agree to pay to the Company or any of its Subsidiaries including the Employer as soon as practicable, including through additional payroll withholding, any amount of the Tax -Related Items that is not satisfied by the sale of Shares described above.

Appears in 2 contracts

Samples: Restricted Stock Unit Award Agreement (Amazon Com Inc), Restricted Stock Unit Award Agreement (Amazon Com Inc)

By Sale of Shares. Unless the Corporation permits you choose to satisfy the Tax-Related Items Tax Withholding Obligation by some other means in accordance with clause (iii) below, and provided that the terms of this clause (ii) belowdo not violate Section 13(k) of the Securities Exchange Act of 1934, as amended, your acceptance of this Award the Restricted Stock constitutes your instruction and authorization to the Company Corporation (in the exercise of its sole discretion) and any brokerage firm determined acceptable to the Designated Broker Corporation or an Affiliate for such purpose to sell on your behalf a whole number of Shares shares from those Shares issued unrestricted shares of Stock to be delivered to you upon vesting of the shares of Restricted Stock as the Company Corporation or an Affiliate determines to be appropriate to generate cash proceeds sufficient to satisfy your obligation for Tax-Related Itemsthe applicable Tax Withholding Obligation. Such Shares shares will be sold on the day of the event giving rise to the Tax-Related Items such Tax Withholding Obligation arises (e.g., a Vest Datevesting date) or as soon thereafter as practicable. You will be responsible for all broker's brokers’ fees and other costs of sale, and you agree to indemnify and hold the Company Corporation and its Affiliates harmless from any losses, costs, damages, or expenses relating to any such sale. The number of Shares sold may be determined by considering any applicable withholding rates, including maximum applicable rates, and to To the extent the proceeds of such sale exceed your obligation for Tax-Related Itemsthe Tax Withholding Obligation, the Company Corporation agrees to pay such excess in cash to you through payroll or otherwise as soon as practicable and you acknowledge that you have no entitlement to the equivalent in Sharesyou. You further acknowledge that the Company Corporation or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy your obligation for Tax-Related Itemsthe Tax Withholding Obligation. Accordingly, you agree to pay to the Company or any of its Subsidiaries including the Employer as soon as practicable, including through additional payroll withholding, any amount of the Tax -Related Items that is not satisfied by the sale of Shares described above.you

Appears in 1 contract

Samples: Restricted Stock Agreement (Strategic Education, Inc.)

By Sale of Shares. Unless you choose to satisfy the Tax-Related Items Tax Withholding Obligation by some other means in accordance with clause (ii) below, your acceptance of this Award constitutes your instruction and authorization to the Company and any brokerage firm determined acceptable to the Designated Broker Company for such purpose to sell on your behalf a whole number of Shares from those Shares issued issuable to you as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy your obligation for Tax-Related Itemsthe Tax Withholding Obligation. Such Shares will be sold on the day of the event giving rise to the Tax-Related Items Tax Withholding Obligation arises (e.g., a Vest Date) or as soon thereafter as practicable. You will be responsible for all broker's ’s fees and other costs of sale, and you agree to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale. The number of Shares sold may be determined by considering any applicable withholding rates, including maximum applicable rates, and to To the extent the proceeds of such sale exceed your obligation for Tax-Related ItemsTax Withholding Obligation, the Company agrees to pay such excess in cash to you through payroll or otherwise as soon as practicable and you acknowledge that you have no entitlement to the equivalent in Sharespracticable. You further acknowledge that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy your obligation for Tax-Related ItemsTax Withholding Obligation. Accordingly, you agree to pay to the Company or any of its Subsidiaries including the Employer as soon as practicable, including through additional payroll withholding, practicable any amount of the Tax -Related Items Withholding Obligation that is not satisfied by the sale of Shares described above.

Appears in 1 contract

Samples: Independent Contractor Agreement (Amazon Com Inc)

By Sale of Shares. Unless you choose to satisfy the Tax-Related Items by some other means in accordance with clause (ii) below, your acceptance of this Award constitutes your instruction and authorization to the Company and the Designated Broker to sell on your behalf a whole number of Shares from those Shares issued to you as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy your obligation for Tax-Related Items. Such Shares will be sold on the day of the event giving rise to the Tax-Related Items (e.g., a Vest Exercise Date) or as soon thereafter as practicable. You will be responsible for all broker's ’s fees and other costs of sale, and you agree to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale. The number of Shares sold may be determined by considering any applicable withholding rates, including maximum applicable rates, and to the extent the proceeds of such sale exceed your obligation for Tax-Related Items, the Company agrees to pay such excess in cash to you through payroll or otherwise as soon as practicable and you acknowledge that you have no entitlement to the equivalent in Shares. You further acknowledge that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy your obligation for Tax-Related Items. Accordingly, you agree to pay to the Company or any of its Subsidiaries subsidiaries including the Employer as soon as practicable, including through additional payroll withholding, any amount of the Tax -Related - Related Items that is not satisfied by the sale of Shares described above.. Exhibit 10.22

Appears in 1 contract

Samples: Option Award Agreement (RumbleOn, Inc.)

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By Sale of Shares. Unless you choose to satisfy the Tax-Related Items by some other means in accordance with clause (ii) below, your acceptance of this Award constitutes your instruction and authorization to the Company and the Designated Broker to sell on your behalf a whole number of Shares from those Shares issued to you as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy your obligation for Tax-Related Items. Such Shares will be sold on the day of the event giving rise to the Tax-Related Items (e.g., a Vest Date) or as soon thereafter as practicable. You will be responsible for all broker's fees and other costs of sale, and you agree to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale. The number of Shares sold may be determined by considering any applicable withholding rates, including maximum applicable rates, and to the extent the proceeds of such sale exceed your obligation for Tax-Related Items, the Company agrees to pay such excess in cash to you through payroll or otherwise as soon as practicable and you acknowledge that you have no entitlement to the equivalent in Shares. You further acknowledge that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy your obligation for Tax-Related Items. Accordingly, you agree to pay to the Company or any of its Subsidiaries including the Employer as soon as practicable, including through additional payroll withholding, any amount of the Tax -Related - Related Items that is not satisfied by the sale of Shares described above.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Tkach Mark)

By Sale of Shares. Unless you choose to satisfy the Tax-Related Items by some other means in accordance with clause (ii) below, your acceptance of this Award constitutes your instruction and authorization to the Company and the Designated Broker to sell on your behalf a whole number of Shares from those Shares issued to you as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy your obligation for Tax-Related Items. Such Shares will be sold on the day of the event giving rise to the Tax-Related Items (e.g., a Vest Date) or as soon thereafter as practicable. You will be responsible for all broker's fees and other costs of sale, and you agree to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale. The number of Shares sold may be determined by considering any applicable withholding rates, including maximum applicable rates, and to the extent the proceeds of such sale exceed your obligation for Tax-Related Items, the Company agrees to pay such excess in cash to you through payroll or otherwise as soon as practicable and you acknowledge that you have no entitlement to the equivalent in Shares. You further acknowledge that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy your obligation for Tax-Related Items. Accordingly, you agree to pay to the Company or any of its Subsidiaries including the Employer as soon as practicable, including through additional payroll withholding, any amount of the Tax -Related Related Items that is not satisfied by the sale of Shares described above.

Appears in 1 contract

Samples: Restricted Stock Unit Award (Tkach Mark)

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