Common use of Conditions to Issuance of Stock Clause in Contracts

Conditions to Issuance of Stock. The shares of Stock deliverable upon settlement of the Restricted Stock Units, the Dividend Equivalent Rights, or any portion of either, 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 of Stock in settlement of the Restricted Stock Units, the Dividend Equivalent Rights, or any portion of either, prior to fulfillment of all of the following conditions: (a) The admission of such shares to listing on all stock exchanges on which such Stock is then listed; (b) The completion of any registration or other qualification of such shares under any state, federal, foreign or local law or under rulings or regulations of the U.S. Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its sole and absolute discretion, deem necessary or advisable; (c) The obtaining of any approval or other clearance from any state, federal, foreign or local governmental agency which the Administrator shall, in its sole and absolute discretion, determine to be necessary or advisable; (d) The receipt by the Company (or the Employer (as defined in Section 3.14(a))) of full payment of any Tax-Related Items (as defined in Section 3.14(a)); and (e) The lapse of such reasonable period of time following the applicable distribution event as the Administrator may from time to time establish for reasons of administrative convenience.

Conditions to Issuance of Stock. The shares of Stock deliverable upon settlement of the Restricted Stock Units, the Dividend Equivalent Rights, or any portion of either, 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 of Stock in settlement of the Restricted Stock Units, the Dividend Equivalent Rights, or any portion of either, prior to fulfillment of all of the following conditions: (a) The admission of such shares to listing on all stock exchanges on which such Stock is then listed; (b) The completion of any registration or other qualification of such shares under any state, federal, foreign or local law or under rulings or regulations of the U.S. Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its sole and absolute discretion, deem necessary or advisable; (c) The obtaining of any approval or other clearance from any state, federal, foreign or local governmental agency which the Administrator shall, in its sole and absolute discretion, determine to be necessary or advisable; (d) The receipt by the Company (or the Employer (as defined in Section 3.14(a))) of full payment of any Tax-Related Items (as defined in Section 3.14(a)); and (e) The lapse of such reasonable period of time following the applicable distribution event determined in accordance with Sections 2.4 and 2.5 as the Administrator may from time to time establish for reasons of administrative convenience.