Common use of Conditions to Delivery of Shares Clause in Contracts

Conditions to Delivery of Shares. Any shares of Common Stock deliverable under this Award may be either previously authorized but unissued shares of Common Stock or issued shares of Common Stock which have then been reacquired by the Company. Such shares of Common Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any shares of Common Stock under this Agreement or under any Restricted Stock Unit issued in accordance herewith prior to fulfillment of all of the following conditions: (i) The admission of such shares of Common Stock to listing on all stock exchanges on which the Common Stock is then listed; (ii) The completion of any registration or other qualification of such shares of Common Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable; (iii) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable; (iv) The lapse of such reasonable period of time as the Administrator may from time to time establish for reasons of administrative convenience. Notwithstanding the foregoing, the issuance of such shares of Common Stock shall not be delayed to the extent that such delay would result in a violation of Section 409A. In the event that the Company delays the issuance of any shares of Common Stock because it reasonably determines that the issuance of such shares of Common Stock will violate federal securities laws or other applicable law, such issuance shall be made at the earliest date at which the Administrator reasonably determines that issuing such shares of Common Stock will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii).

Conditions to Delivery of Shares. Any shares of Common Stock Subject to Section 2.1 above, the Shares deliverable under this Award may be either previously authorized but unissued shares of Common Stock Shares, treasury Shares or issued shares of Common Stock which have then been reacquired by Shares purchased on the Companyopen market. Such shares of Common Stock Shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any shares of Common Stock Shares under this Agreement or under any Restricted Stock Unit issued in accordance herewith Award prior to fulfillment of all of the following conditions: (i) The admission of such shares of Common Stock Shares to listing on all stock exchanges on which the Common Stock is then listed; (ii) The completion of any registration or other qualification of such shares of Common Stock Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable; (iii) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable; (iv) The receipt by the Company or its Affiliates of full payment of any applicable withholding tax; (v) The lapse of such reasonable period of time following the grant of this Award as the Administrator may from time to time establish for reasons of administrative convenience; and (vi) The lapse of all Restrictions with respect to the Shares. Notwithstanding the foregoing, the issuance of such shares of Common Stock Shares shall not be delayed if and to the extent that such delay would result in a violation of Section 409A. 409A of the Code. In the event that the Company delays the issuance of any shares of Common Stock such Shares because it reasonably determines that the issuance of such shares of Common Stock Shares will violate federal securities laws or other applicable law, such issuance shall be made at the earliest date at which the Administrator Company reasonably determines that issuing such shares of Common Stock Shares will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii).

Conditions to Delivery of Shares. Any shares of Common Stock deliverable under this Award may be either previously authorized but unissued shares of Common Stock or issued shares of Common Stock which have then been reacquired by the Company. Such shares of Common Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any shares of Common Stock under this Agreement or under any Restricted Stock Unit issued in accordance herewith prior to fulfillment of all of the following conditions: (i) The admission of such shares of Common Stock to listing on all stock exchanges on which the Common Stock is then listed;; US-DOCS\97262773.3 (ii) The completion of any registration or other qualification of such shares of Common Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable; (iii) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable; (iv) The lapse of such reasonable period of time as the Administrator may from time to time establish for reasons of administrative convenience. Notwithstanding the foregoing, the issuance of such shares of Common Stock shall not be delayed to the extent that such delay would result in a violation of Section 409A. In the event that the Company delays the issuance of any shares of Common Stock because it reasonably determines that the issuance of such shares of Common Stock will violate federal securities laws or other applicable law, such issuance shall be made at the earliest date at which the Administrator reasonably determines that issuing such shares of Common Stock will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii).

Conditions to Delivery of Shares. Any shares of Common Stock Subject to Section 2.1 above, the Shares deliverable under this Award may be either previously authorized but unissued shares of Common Stock Shares or issued shares of Common Stock Shares which have then been reacquired by the Company. Such shares of Common Stock Shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any shares of Common Stock Shares under this Agreement or under any Restricted Stock Unit issued in accordance herewith Award prior to fulfillment of all of the following conditions: (i) The admission of such shares of Common Stock Shares to listing on all stock exchanges on which the Common Stock is then listed; (ii) The completion of any registration or other qualification of such shares of Common Stock Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable; (iii) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable; (iv) The receipt by the Company of full payment for such Shares, including payment of any applicable withholding tax; (v) The lapse of such reasonable period of time following the grant of this Award as the Administrator may from time to time establish for reasons of administrative convenience; and (vi) The lapse of all Restrictions with respect to the Shares. Notwithstanding the foregoing, the issuance of such shares of Common Stock Shares shall not be delayed to the extent that such delay would result in a violation of Section 409A. 409A of the Code. In the event that the Company delays the issuance of any shares of Common Stock such Shares because it reasonably determines that the issuance of such shares of Common Stock Shares will violate federal securities laws or other applicable law, such issuance shall be made at the earliest date at which the Administrator Company reasonably determines that issuing such shares of Common Stock Shares will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii).

Conditions to Delivery of Shares. Any shares of Common Stock deliverable under this Award may be either previously authorized but unissued shares of Common Stock or issued shares of Common Stock which have then been reacquired by the Company. Such shares of Common Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any shares of Common Stock under this Agreement or under any Restricted Stock Unit issued in accordance herewith prior to fulfillment of all of the following conditions: (i) The admission of such shares of Common Stock to listing on all stock exchanges on which the Common Stock is then listed; (ii) The completion of any registration or other qualification of such shares of Common Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable;; US-DOCS\73677387.1 (iii) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable; (iv) The lapse of such reasonable period of time as the Administrator may from time to time establish for reasons of administrative convenience. Notwithstanding the foregoing, the issuance of such shares of Common Stock shall not be delayed to the extent that such delay would result in a violation of Section 409A. In the event that the Company delays the issuance of any shares of Common Stock because it reasonably determines that the issuance of such shares of Common Stock will violate federal securities laws or other applicable law, such issuance shall be made at the earliest date at which the Administrator reasonably determines that issuing such shares of Common Stock will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii).

Conditions to Delivery of Shares. Any shares of Common Stock Subject to Section 2.1 above, the Shares deliverable under this Award may be either previously authorized but unissued shares of Common Stock Shares, treasury Shares or issued shares of Common Stock which have then been reacquired by Shares purchased on the Companyopen market. Such shares of Common Stock Shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any shares of Common Stock Shares under this Agreement or under any Restricted Stock Unit issued in accordance herewith Award prior to fulfillment of all of the following conditions: (i) The admission of such shares of Common Stock Shares to listing on all stock exchanges on which the Common Stock is then listed; (ii) The completion of any registration or other qualification of such shares of Common Stock Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable; (iii) The obtaining obtainment of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable; (iv) The receipt by the Company or its Affiliates of full payment of any applicable withholding tax; (v) The lapse of such reasonable period of time following the grant of this Award as the Administrator may from time to time establish for reasons of administrative convenience; and (vi) The lapse of all Restrictions with respect to the Shares. Notwithstanding the foregoing, the issuance of such shares of Common Stock Shares shall not be delayed to the extent that such delay would result in a violation of Section 409A. 409A of the Code. In the event that the Company delays the issuance of any shares of Common Stock such Shares because it reasonably determines that the issuance of such shares of Common Stock Shares will violate federal securities laws or other applicable law, such issuance shall be made at the earliest date at which the Administrator Company reasonably determines that issuing such shares of Common Stock Shares will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii).

Conditions to Delivery of Shares. Any shares of Common Stock deliverable under this Award may be either previously authorized but unissued shares of Common Stock or issued shares of Common Stock which have then been reacquired by the Company. Such shares of Common Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any shares of Common Stock under this Agreement or under any Restricted Stock Unit issued in accordance herewith prior to fulfillment of all of the following conditions: (i) The admission of such shares of Common Stock to listing on all stock exchanges on which the Common Stock is then listed; (ii) The completion of any registration or other qualification of such shares of Common Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable; (iii) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable; (iv) The lapse of such reasonable period of time as the Administrator may from time to time establish for reasons of administrative convenience. Notwithstanding the foregoing, the issuance of such shares of Common Stock shall not be delayed to the extent that such delay would result in a violation of Section 409A. In the event that the Company delays the issuance of any shares of Common Stock because it reasonably determines that the issuance of such shares of Common Stock will violate federal securities laws or other applicable law, such issuance shall be made at the earliest date at which the Administrator reasonably determines that issuing such shares of Common Stock will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii).