Common use of By Sale of Shares Clause in Contracts

By Sale of Shares. Unless the Employee determines (or is required) to satisfy the tax withholding obligations by some other means in accordance with Section 2(d)(i)(2) below, the Employee’s acceptance of the Units constitutes the Employee’s instruction and authorization to the Company and any brokerage firm determined acceptable to the Company for such purpose to sell on the Employee’s behalf a whole number of Common Shares from those Common Shares issuable to the Employee upon vesting of the Units as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the minimum amount of any and all applicable tax withholding obligations. Such Common Shares will be sold on the day such tax withholding obligation arises (e.g., a vesting date of the Units) or as soon thereafter as practicable. The Employee will be responsible for all *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. brokers’ fees and other costs of sale, and the Employee agrees to indemnify and hold the Company and its affiliates harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed the Employee’s minimum tax withholding obligations, it is the Company’s expectation that such excess cash shall be credited to the brokerage account established on behalf of the Employee to effect such sale of Common Shares. The Employee acknowledges 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 the Employee’s minimum tax withholding obligations. Accordingly, the Employee agrees to pay to the Company or any affiliate as soon as practicable, including through additional payroll withholding, any amount of tax withholding obligation that is not satisfied by the sale of Common Shares described above. The Employee further acknowledges that he or she may not use the method described in this Section 2(d)(i)(1) to satisfy the tax withholding obligation if he or she has not entered into and maintained effective at all times a 10b5-1 trading plan satisfactory to the Company.

By Sale of Shares. Unless the Employee determines (or is required) to satisfy the tax withholding obligations by some other means in accordance with Section 2(d)(i)(2) below, the Employee’s acceptance of the Units constitutes the Employee’s instruction and authorization to the Company and any brokerage firm determined acceptable to the Company for such purpose to sell on the Employee’s behalf a whole number of Common Shares from those Common Shares issuable to the Employee upon vesting of the Units as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the minimum amount of any and all applicable tax withholding obligations. Such Common Shares will be sold on the day such tax withholding obligation arises (e.g., a vesting date of the Units) or as soon thereafter as practicable. The Employee will be responsible for all *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. brokers’ fees and other costs of sale, and the Employee agrees to indemnify and hold the Company and its affiliates harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed the Employee’s minimum tax withholding obligations, it is the Company’s expectation that such excess cash shall be credited to the brokerage account established on behalf of the Employee to effect such sale of Common Shares. The Employee acknowledges 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 the Employee’s minimum tax withholding obligations. Accordingly, the Employee agrees to pay to the Company or any affiliate as soon as practicable, including through additional payroll withholding, any amount of tax withholding obligation that is not satisfied by the sale of Common Shares described above. The Employee further acknowledges that he or she may not use the method described in this Section 2(d)(i)(1) to satisfy the tax withholding obligation if he or she has not entered into and maintained effective at all times a 10b5-1 trading plan satisfactory to the Company.

By Sale of Shares. Unless the Employee determines (or is required) to satisfy the tax withholding obligations by some other means in accordance with Section 2(d)(i)(2) below, the Employee’s acceptance of the Units constitutes the Employee’s instruction and authorization to the Company and any brokerage firm determined acceptable to the Company for such purpose to sell on the Employee’s behalf a whole number of Common Shares from those Common Shares issuable to the Employee upon vesting of the Units as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the minimum amount of any and all applicable tax withholding obligations. Such Common Shares will be sold on the day such tax withholding obligation arises (e.g., a vesting date of the Units) or as soon thereafter as practicable. The Employee will be responsible for all *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. date of the Units) or as soon thereafter as practicable. The Employee will be responsible for all brokers’ fees and other costs of sale, and the Employee agrees to indemnify and hold the Company and its affiliates harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed the Employee’s minimum tax withholding obligations, it is the Company’s expectation that such excess cash shall be credited to the brokerage account established on behalf of the Employee to effect such sale of Common Shares. The Employee acknowledges 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 the Employee’s minimum tax withholding obligations. Accordingly, the Employee agrees to pay to the Company or any affiliate as soon as practicable, including through additional payroll withholding, any amount of tax withholding obligation that is not satisfied by the sale of Common Shares described above. The Employee further acknowledges that he or she may not use the method described in this Section 2(d)(i)(1) to satisfy the tax withholding obligation if he or she has not entered into and maintained effective at all times a 10b5-1 trading plan satisfactory to the Company.