Common use of Conditions to Issuance of Stock Certificates Clause in Contracts

Conditions to Issuance of Stock Certificates. The Shares, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any Shares prior to fulfillment of all of the following conditions: (a) The admission of such Shares to listing on all stock exchanges on which such Common Stock is then listed; and (b) The completion of any registration or other qualification of such 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; and (c) 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; and (d) The lapse of such reasonable period of time following the Issuance Date as the Administrator may from time to time establish for reasons of administrative convenience; and (e) The receipt by the Company of full payment for such Shares, including payment of any applicable withholding tax, which in the discretion of the Administrator may be in the form of consideration used by Holder to pay for such Shares, subject to Section 10.4 of the Plan.

Conditions to Issuance of Stock Certificates. The SharesShares deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares Shares or issued shares Shares which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessablenon-assessable. The Company shall not be required to issue or deliver any certificate or certificates for Shares purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such Shares to listing on all stock exchanges on which such Common Stock is then listed; and (b) The completion of any registration or other qualification of such shares 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 Committee shall, in its absolute discretion, deem necessary or advisable; and; (cb) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator Committee shall, in its absolute discretion, determine to be necessary or advisable; (c) The payment to the Company of all amounts which, under federal, state, or local law, it is required to withhold upon exercise of the Option; and (d) The lapse of such reasonable period of time following the Issuance Date exercise of the Option as the Administrator Committee may from time to time establish for reasons of administrative convenience; and (e) The receipt by . It is understood that the Shares deliverable upon exercise of the Option have been registered under the Securities Act, and the Company of full payment for shall use its best efforts to keep such Shares, including payment of any applicable withholding tax, which in the discretion of the Administrator may be in the form of consideration used by Holder to pay for such Shares, subject to Section 10.4 of the Planregistration current.

Conditions to Issuance of Stock Certificates. The Shares, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any Shares prior to fulfillment of all of the following conditions: (ai) The admission of such Shares to listing on all stock exchanges on which such the Company’s Common Stock is then listed; and (bii) The completion of any registration or other qualification of such 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; and (ciii) 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; and (div) The receipt by the Company of full payment for such Shares, including payment of all amounts which, under federal, state or local tax law, the Company (or other employer corporation) is required to withhold upon issuance of such Shares; and (v) The lapse of such reasonable period of time following the Issuance Date as the Administrator may from time to time establish for reasons of administrative convenience; and (e) The receipt by the Company of full payment for such Shares, including payment of any applicable withholding tax, which in the discretion of the Administrator may be in the form of consideration used by Holder to pay for such Shares, subject to Section 10.4 of the Plan.

Conditions to Issuance of Stock Certificates. The Shares, or any portion thereof, Any shares of Company Stock deliverable upon the settlement of Restricted Share Units 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 shares of Common Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any Shares certificate or certificates for shares of Common Stock upon the settlement of Restricted Share Units or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such Shares shares to listing on all stock exchanges on which such Common Stock class of stock is then listed; and (b) The completion of any registration or other qualification of such 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 Committee shall, in its absolute sole discretion, deem necessary or advisable; and (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator Committee shall, in its absolute sole discretion, determine to be necessary or advisable; and (d) The lapse of such reasonable period of time following the Issuance Date as the Administrator may from time to time establish for reasons of administrative convenience; and (e) The receipt by the Company of full payment for such Sharesof all amounts which, including payment of any applicable withholding taxunder federal, which in state or local tax law, the discretion Company (or Subsidiary) is required to withhold upon the settlement of the Administrator may be in the form of consideration used by Holder to pay for such Shares, subject to Section 10.4 of the PlanRestricted Share Units.

Conditions to Issuance of Stock Certificates. The Shares, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any Shares prior to fulfillment of all of the following conditions: (a) The admission of such Shares to listing on all stock exchanges on which such Common Stock is then listed; and (b) The completion of any registration or other qualification of such 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; and (c) 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; and (d) The receipt by the Company of full payment for such shares, including payment of all amounts which, under federal, state, local or foreign tax law, the Company (or other employer corporation) is required to withhold upon issuance of such Shares; and (e) The lapse of such reasonable period of time following the Issuance Date as the Administrator may from time to time establish for reasons of administrative convenience; and (e) The receipt by the Company of full payment for such Shares, including payment of any applicable withholding tax, which in the discretion of the Administrator may be in the form of consideration used by Holder to pay for such Shares, subject to Section 10.4 of the Plan.

Conditions to Issuance of Stock Certificates. The Sharesshares of stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by the Company. Such Shares shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any Shares certificate or certificates for shares of stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions:conditions (except as otherwise waived by the Board): (a) The admission of such Shares shares to listing on all stock exchanges on which such Common Stock class of stock is then listed; and (b) The completion of any registration or other qualification of such 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 Board shall, in its absolute discretion, deem necessary or advisable; and (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator Board shall, in its absolute discretion, determine to be necessary or advisable; and (d) The payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; and (e) The lapse of such reasonable period of time following the Issuance Date exercise of the Option as the Administrator Board may from time to time establish for reasons of administrative convenience; and (e) The receipt by the Company of full payment for such Shares, including payment of any applicable withholding tax, which in the discretion of the Administrator may be in the form of consideration used by Holder to pay for such Shares, subject to Section 10.4 of the Plan.

Conditions to Issuance of Stock Certificates. The Shares, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any Shares prior to fulfillment of all of the following conditions: (a) The admission of such Shares to listing on all stock exchanges on which such Common Stock is then listed; and (b) The completion of any registration or other qualification of such 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 Committee shall, in its absolute discretion, deem necessary or advisable; and (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator Committee shall, in its absolute discretion, determine to be necessary or advisable; and (d) The receipt by the Company of full payment for such shares, including payment of all amounts which, under federal, state, local or foreign tax law, the Company (or other employer corporation) is required to withhold upon issuance of such Shares; and (e) The lapse of such reasonable period of time following the Issuance Grant Date as the Administrator Committee may from time to time establish for reasons of administrative convenience; and (e) The receipt by the Company of full payment for such Shares, including payment of any applicable withholding tax, which in the discretion of the Administrator may be in the form of consideration used by Holder to pay for such Shares, subject to Section 10.4 of the Plan.

Conditions to Issuance of Stock Certificates. The Sharesshares of Stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by the Company. Such Shares shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any Shares shares of Stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such Shares shares to listing on all stock exchanges on which such Common Stock is then listed; and; (b) The completion of any registration or other qualification of such 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; and; (c) 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; (d) The receipt by the Company of full payment for such shares, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4; and (de) The lapse of such reasonable period of time following the Issuance Date exercise of the Option as the Administrator may from time to time establish for reasons of administrative convenience; and (e) The receipt by the Company of full payment for such Shares, including payment of any applicable withholding tax, which in the discretion of the Administrator may be in the form of consideration used by Holder to pay for such Shares, subject to Section 10.4 of the Plan.

Conditions to Issuance of Stock Certificates. The Shares, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any Shares certificate or certificates for shares of stock pursuant to this Agreement prior to fulfillment of all of the following conditions: (a) The the admission of such Shares shares to listing on all stock exchanges on which such Common Stock class of stock is then listed; and; (b) The the completion of any registration or other qualification of such shares under any state State or federal Federal (or applicable foreign) law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which body that the Administrator shallCommittee, in its absolute sole discretion, deem deems necessary or advisable; and; (c) The the obtaining of any approval or other clearance from any state State or federal Federal governmental agency which the Administrator shallCommittee, in its absolute sole discretion, determine determines to be necessary or advisable; and; (d) The the payment by the Holder of all amounts required to be withheld, under Federal, State and local (or applicable foreign) tax laws, with respect to the issuance of Restricted Stock and/or the lapse or removal of any of the Restrictions; (e) the lapse of such reasonable period of time following the Issuance Date as the Administrator Committee may from time time-to time establish for reasons of administrative convenience; and; (ef) The receipt delivery by Holder to the Secretary of the Company of full payment for such Sharesa stock power duly endorsed in blank, including payment relating to the shares of any applicable withholding tax, which in the discretion of the Administrator may be in the form of consideration used by Holder to pay for such Shares, subject to Section 10.4 of the PlanRestricted Stock.

Conditions to Issuance of Stock Certificates. The Shares, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any Shares prior to fulfillment of all of the following conditions: (a) The admission of such Shares to listing on all stock exchanges on which such Common Stock is then listed; and; (b) The completion of any registration or other qualification of such 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; and; (c) 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; and; (d) The lapse of such reasonable period of time following the Issuance Date as the Administrator may from time to time establish for reasons of administrative convenience; and (e) The receipt by the Company of full payment for such Sharesshares, including payment of any applicable withholding taxall amounts which, which in under federal, state or local tax law, the discretion Company (or other employer corporation) is required to withhold upon issuance of the Administrator may be in the form of consideration used by Holder to pay for such Shares, subject to Section 10.4 of the Plan.

Conditions to Issuance of Stock Certificates. The Sharesshares of stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by the Company. Such Shares shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any Shares certificate or certificates for shares of stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions:conditions (except as otherwise waived by the Committee): (a) The admission of such Shares shares to listing on all stock exchanges on which such Common Stock class of stock is then listed; and (b) The completion of any registration or other qualification of such 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, body which the Administrator Committee shall, in its absolute discretion, deem necessary or advisable; and (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator Committee shall, in its absolute discretion, determine to be necessary or advisable; and (d) The payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; and (e) The lapse of such reasonable period of time following the Issuance Date exercise of the Option as the Administrator Committee may from time to time establish for reasons of administrative convenience; and (e) The receipt by the Company of full payment for such Shares, including payment of any applicable withholding tax, which in the discretion of the Administrator may be in the form of consideration used by Holder to pay for such Shares, subject to Section 10.4 of the Plan.

Conditions to Issuance of Stock Certificates. The Shares, or any portion thereof, Shares of Restricted Stock may be either previously authorized but unissued shares or issued shares which have then been reacquired by the Company. Such Shares shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any Shares certificate or certificates for shares of stock pursuant to this Agreement prior to fulfillment of all of the following conditions: (a) The admission of such Shares shares to listing on all stock exchanges on which such Common Stock class of stock is then listed; and (b) The completion of any registration or other qualification of such 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 Committee shall, in its absolute discretion, deem necessary or advisable; and (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator Committee shall, in its absolute discretion, determine to be necessary or advisable; and (d) The lapse of such reasonable period of time following the Issuance Date as the Administrator Committee may from time to time establish for reasons of administrative convenience; and (e) The receipt by the Company of full payment for such Sharesshares, including payment of any applicable withholding tax, which in the discretion of the Administrator may be in the form of consideration used by Holder to pay for such Shares, subject to Section 10.4 of the Plan.

Conditions to Issuance of Stock Certificates. The Shares, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any Shares certificate or certificates for shares of Common Stock issuable pursuant to an Award prior to fulfillment of all of the following conditions: (a) The receipt by the Company of full payment for such shares, including payment of any applicable withholding tax; or (b) Holder’s execution of such documentation (if any) as the Administrator may deem necessary or advisable to evidence Holder’s agreement to be bound by the terms of the Stockholders’ Agreement with respect to the such shares. (c) The admission of such Shares shares to listing on all stock exchanges on which such Common Stock class of stock is then listed; andlisted (if any); (bd) The completion of any registration or other qualification of such shares under any state or federal law law, or under the rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, body which the Administrator shall, in its absolute discretion, deem necessary or advisable; and; (ce) 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; and (df) The lapse of such reasonable period of time following the Issuance Date (as may be established by the Administrator may from time to time establish for reasons of administrative convenience; and (e) The receipt by the Company following execution of full payment for an Award Agreement and such Shares, including payment of any applicable withholding tax, which in the discretion of other documentation as the Administrator may be in require consistent with the form terms of consideration used by Holder to pay for such Sharesthe Plan (including, subject without limitation, any investment representation letter required pursuant to Section 10.4 of the Plan3.8).

Conditions to Issuance of Stock Certificates. The Shares, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any Shares prior to fulfillment of all of the following conditions: (a) The admission of such Shares to listing on all stock exchanges on which such Common Stock is then listed; and (b) The completion of any registration or other qualification of such 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; and (c) 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; and (d) The lapse of such reasonable period of time following the Issuance Date as the Administrator may from time to time establish for reasons of administrative convenience; and (e) The receipt by the Company of full payment for such Shares, including payment of any applicable withholding tax, which in the discretion of the Administrator may be in the form of consideration used by Holder to pay for such Shares, subject to Section 10.4 16 of the Plan.

Conditions to Issuance of Stock Certificates. The Sharesshares of Stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by the Company. Such Shares shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any Shares shares of Stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such Shares shares to listing on all stock exchanges on which such Common Stock is then listed; and (b) The completion of any registration or other qualification of such 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; and (c) 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; and (d) The receipt by the Company of full payment for such shares, including payment of any applicable withholding tax, which may be in the form of consideration used by Participant to pay for such shares under Section 4.3(b), subject to Section 16.3 of the Plan; and (e) The lapse of such reasonable period of time following the Issuance Date exercise of the Option as the Administrator may from time to time establish for reasons of administrative convenience; and (e) The receipt by the Company of full payment for such Shares, including payment of any applicable withholding tax, which in the discretion of the Administrator may be in the form of consideration used by Holder to pay for such Shares, subject to Section 10.4 of the Plan.

Conditions to Issuance of Stock Certificates. The Shares, or any portion thereof, shares of Option Stock may be either previously authorized but unissued shares or issued shares which have then been reacquired by the Company. Such Shares shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any Shares certificate or certificates for shares of Option Stock prior to fulfillment of all of the following conditions: (a) The admission of such Shares shares to listing on all stock exchanges on which such Common Stock class of stock is then listed; and (b) The completion of any registration or other qualification of such 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 Committee shall, in its absolute discretion, deem determine to be necessary or advisable; and (c) The obtaining receipt of any approval or other clearance from any state or federal governmental agency which the Administrator Committee shall, in its absolute discretion, determine to be necessary or advisable; and (d) Full payment as stated under Section 4.02(b) for the Option exercised; and (e) The payment to the Employer of all amounts which, under federal, state or local law, it is required to withhold upon exercise of the Option; and (f) The lapse of such reasonable period of time following the Issuance Date exercise of the Option as the Administrator Committee may from time to time establish for reasons of administrative convenience; and (e) The receipt by the Company of full payment for such Shares, including payment of any applicable withholding tax, which in the discretion of the Administrator may be in the form of consideration used by Holder to pay for such Shares, subject to Section 10.4 of the Plan.

Conditions to Issuance of Stock Certificates. The Sharesshares of stock deliverable, either in the form of Common Stock certificates or as evidenced in a book-entry system (such as in a direct registration system), upon the exercise of the Option, or any portion part thereof, may be either previously authorized but unissued shares or shares, issued shares which have then been reacquired by the Company, or shares held by a grantor trust (such as the Employee Stock Benefit Trust). Such Shares shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any Shares certificate or certificates, or to provide instructions for book entries, for shares of stock purchased upon the exercise of the Option or part thereof prior to fulfillment of all of the following conditions: (a) The admission of such Shares shares to listing on all stock exchanges on which such Common Stock class of stock is then listed; and; (b) The completion of any registration or other qualification of such shares under any state or federal law law, or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, body which the Administrator Committee shall, in its absolute discretion, deem necessary or advisable; and; (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator Committee shall, in its absolute discretion, determine to be necessary or advisable; and; (d) The lapse of such reasonable period of time following the Issuance Date exercise of the Option as the Administrator Committee may from time to time establish for reasons of administrative convenience; and (e) The Subject to the terms of the Plan, the receipt by the Company of full payment for such Shares, including payment of any applicable withholding tax, which in the discretion of the Administrator may be in the form of consideration used by Holder to pay for such Shares, subject to Section 10.4 of the Planshares.

Conditions to Issuance of Stock Certificates. The Sharesshares of Stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares shares, which have then been reacquired by the Company. Such Shares shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any Shares shares of Stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of f such Shares shares to listing on all stock exchanges on which such Common Stock is then listed; and (b) The completion of any registration or other qualification qualifications of such 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; and; (c) The obtaining of any approval or other clearance from any state or federal governmental government agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable; (d) The receipt by the Company of full payment for such shares, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4; and (de) The lapse of such reasonable period of time following the Issuance Date exercise of the Option as the Administrator may from time to time establish for reasons of administrative convenience; and (e) The receipt by the Company of full payment for such Shares, including payment of any applicable withholding tax, which in the discretion of the Administrator may be in the form of consideration used by Holder to pay for such Shares, subject to Section 10.4 of the Plan.

Conditions to Issuance of Stock Certificates. The SharesShares deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares Shares or issued shares Shares which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any Shares purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such Shares to listing on all stock exchanges on which such Common Stock is Shares are then listed; and; (b) The completion of any registration or other qualification of such shares 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; and; (c) 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; and; (d) The lapse of such reasonable period of time following the Issuance Date as the Administrator may from time to time establish for reasons of administrative convenience; and (e) The receipt by the Company of full payment for such Shares, including payment of any applicable withholding tax, which may be in one or more of the discretion forms of consideration permitted under Section 4.4; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Administrator may be in the form from time to time establish for reasons of consideration used by Holder to pay for such Shares, subject to Section 10.4 of the Planadministrative convenience.

Conditions to Issuance of Stock Certificates. The Sharesshares of stock deliverable, either in the form of Common Stock certificates or as evidenced in a book-entry system (such as in a direct registration system), upon the exercise of the Option, or any portion part thereof, may be either previously authorized but unissued shares or shares, issued shares which have then been reacquired by the Company, or shares held by a grantor trust (such as the Employee Stock Benefit Trust). Such Shares shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any Shares certificate or certificates, or to provide instructions for book entries, for shares of stock purchased upon the exercise of the Option or part thereof prior to fulfillment of all of the following conditions: (a) The admission of such Shares shares to listing on all stock exchanges on which such Common Stock class of stock is then listed; and; (b) The completion of any registration or other qualification of such shares under any state or federal law law, or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, body which the Administrator Committee shall, in its absolute discretion, deem necessary or advisable; and; (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator Committee shall, in its absolute discretion, determine to be necessary or advisable; and; (d) The lapse of such reasonable period of time following the Issuance Date exercise of the Option as the Administrator Committee may from time to time establish for reasons of administrative convenience; and (e) The receipt by the Company of full payment for such Shares, including payment of any applicable withholding tax, which in the discretion of the Administrator may be in the form of consideration used by Holder to pay for such Shares, subject to Section 10.4 of the Plan.

Conditions to Issuance of Stock Certificates. The Sharesshares of Stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by the Company. Such Shares shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any Shares shares of Stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such Shares shares to listing on all stock exchanges on which such Common Stock is then listed; and (b) The completion of any registration or other qualification of such 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, body which the Administrator Committee shall, in its absolute discretion, deem necessary or advisable; and (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator Committee shall, in its absolute discretion, determine to be necessary or advisable; and (d) The receipt by the Company of full payment for such shares, including payment of all amounts which, under federal, state or local tax law, the Company (or other employer corporation) is required to withhold upon exercise of the Option; and (e) The lapse of such reasonable period of time following the Issuance Date exercise of the Option as the Administrator Committee may from time to time establish for reasons of administrative convenience; and (e) The receipt by the Company of full payment for such Shares, including payment of any applicable withholding tax, which in the discretion of the Administrator may be in the form of consideration used by Holder to pay for such Shares, subject to Section 10.4 of the Plan.

Conditions to Issuance of Stock Certificates. The Shares, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any Shares prior to fulfillment of all of the following conditions: (a) The admission of such Shares to listing on all stock exchanges on which such Common Stock is then listed; and (b) The completion of any registration or other qualification of such 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; and (c) 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; and (d) The lapse of such reasonable period of time following the Issuance Date as the Administrator may from time to time establish for reasons of administrative convenience; and (e) The Subject to Section 10.4 of the Plan, the receipt by the Company of full payment for such Shares, including payment of any applicable withholding tax, which in the discretion of the Administrator may be in the form of consideration used by Holder to pay for such Shares, subject to Section 10.4 of the Plan.

Conditions to Issuance of Stock Certificates. The SharesShares deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares Shares or issued shares Shares which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessablenon-assessable. The Company shall not be required to issue or deliver any certificate or certificates for Shares purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such Shares to listing on all stock exchanges on which such Common Stock is then listed; and (b) The completion of any registration or other qualification of such shares 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 Committee shall, in its absolute discretion, deem necessary or advisable; and; (cb) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator Committee shall, in its absolute discretion, determine to be necessary or advisable; (c) The payment to the Company of all amounts which, under federal, state, or local law, it is required to withhold upon exercise of the option; and (d) The lapse of such reasonable period of time following the Issuance Date exercise of the option as the Administrator Committee may from time to time establish for reasons of administrative convenience; and (e) The receipt by the Company of full payment for such Shares, including payment of any applicable withholding tax, which in the discretion of the Administrator may be in the form of consideration used by Holder to pay for such Shares, subject to Section 10.4 of the Plan.