Common use of Delivery of Common Shares Clause in Contracts

Delivery of Common Shares. Unless an Acceleration Event shall have occurred on or prior to the Settlement Date, on the Settlement Date, subject to Section 8.03(b), the Agent shall notify the Company of the number of Common Shares to be delivered in respect of Outstanding Purchase Contracts pursuant to the Settlement Rate and all amounts to be paid in respect of any fractional shares and the Company shall deliver or cause to be delivered to the Agent, for the benefit of the Holders of the Outstanding Purchase Contracts, one or more certificates representing such number of Common Shares registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for Common Shares, together with any dividends or distributions with respect thereto for which a record date and payment date for such dividend or distribution has occurred after the Settlement Date, being hereinafter referred to as the "Common Share Settlement") to which the Holders are entitled hereunder. Subject to the foregoing, upon surrender of a Certificate to the Agent on or after the Settlement Date, together with settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to receive in exchange therefor that number of whole Common Shares which such Holder is entitled to receive pursuant to the provisions of this Article (after taking into account all Purchase Contracts, including those evidenced by Units, then held by such Holder) together with cash in lieu of fractional shares as provided in Section 8.08 and any dividends or distributions with respect to such shares constituting part of the Common Share Settlement, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of the Holder or the Holder's designee as specified in the settlement instructions on the Certificate. For the avoidance of doubt, no Holder shall be entitled to any dividends or distributions with respect to the Common Shares for which the record date occurs prior to the Settlement Date. If any Common Shares issued in respect of a Purchase Contract are to be registered in the name of a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of the Certificate evidencing such Purchase Contract or has established to the satisfaction of the Agent that such tax either has been paid or is not payable.

Delivery of Common Shares. Unless an Acceleration Event shall have occurred on or prior (a) Subject to the Settlement Date, on the Settlement Date, subject to Section 8.03(b)terms and conditions of this Agreement, the Agent Company shall notify deliver certificates representing Common Shares to the Optionee (or the Permitted Transferee in the event of the Optionee’s death) as soon as administratively practicable following the date the Optionee (or Permitted Transferee) exercises the NSO in accordance with Section 3 hereof and makes full payment to the Company of the number Option Price. (b) The Optionee (or Permitted Transferee in the event of the death of the Optionee) shall not possess any incidents of ownership (including, without limitation, dividend and voting rights) in the Common Shares until certificates representing such Common Shares have been delivered to the Optionee in accordance with this Section 5(a). (c) Common Shares to be delivered in respect issued upon the exercise of Outstanding Purchase Contracts pursuant to the Settlement Rate NSO may, at the election of the Company, be either authorized and all amounts to be paid in respect of any fractional unissued shares, or shares previously issued and reacquired by the Company. The Company shall not be required to issue or deliver or cause to be delivered to the Agent, for the benefit of the Holders of the Outstanding Purchase Contracts, one or more certificates representing such number of Common Shares registered in the name of the Agent (or its nominee) as custodian for the Holders (such any certificates for Common SharesShares issuable upon the exercise of the NSO prior to: (i) the obtaining of any approval from any governmental agency which the Company shall, together with in its sole discretion, determine to be necessary or advisable; (ii) the completion of any dividends registration or distributions with respect thereto other qualification of such shares under any state or federal law or ruling or regulation of any governmental body which the Company shall, in its sole discretion, determine to be necessary or advisable; and (iii) the determination by the Committee that the Optionee (or a Permitted Transferee in the event of the Optionee’s death) has tendered to the Company any tax owed by the Optionee as a result of exercising this option when the Company has a legal liability to satisfy such tax. In addition, if Common Shares reserved for which issuance upon the exercise of the NSO shall not then be registered under the Act, the Company may, upon the Optionee’s exercise of the NSO, require the Optionee (or a record date and payment date for such dividend or distribution has occurred after Permitted Transferee in the Settlement Date, being hereinafter referred to as event of the "Common Share Settlement"Optionee’s death) to which represent in writing that the Holders shares being acquired are entitled hereunder. Subject for investment and not with a view to distribution; may xxxx the certificate for the shares with a legend restricting transfer; and may issue stop transfer orders relating to such certificate to the foregoing, upon surrender of a Certificate to the Agent on or after the Settlement Date, together with settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to receive in exchange therefor that number of whole Common Shares which such Holder is entitled to receive pursuant to the provisions of this Article (after taking into account all Purchase Contracts, including those evidenced by Units, then held by such Holder) together with cash in lieu of fractional shares as provided in Section 8.08 and any dividends or distributions with respect to such shares constituting part of the Common Share Settlement, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of the Holder or the Holder's designee as specified in the settlement instructions on the Certificate. For the avoidance of doubt, no Holder shall be entitled to any dividends or distributions with respect to the Common Shares for which the record date occurs prior to the Settlement Date. If any Common Shares issued in respect of a Purchase Contract are to be registered in the name of a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any Company’s transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of the Certificate evidencing such Purchase Contract or has established to the satisfaction of the Agent that such tax either has been paid or is not payableagent.

Delivery of Common Shares. Unless an Acceleration Event shall have occurred on or prior (a) Subject to the Settlement Date, on the Settlement Date, subject to Section 8.03(b)terms and conditions of this Agreement, the Agent Company shall notify deliver certificates representing Common Shares to the Optionee (or the Permitted Transferee in the event of the Optionee’s death) as soon as administratively practicable following the date the Optionee (or Permitted Transferee) exercises the ISO in accordance with Section 3 hereof and makes full payment to the Company of the number Option Price. (b) The Optionee (or Permitted Transferee in the event of the death of the Optionee) shall not possess any incidents of ownership (including, without limitation, dividend and voting rights) in the Common Shares until certificates representing such Common Shares have been delivered to the Optionee in accordance with this Section 5(a). (c) Common Shares to be delivered in respect issued upon the exercise of Outstanding Purchase Contracts pursuant to the Settlement Rate ISO may, at the election of the Company, be either authorized and all amounts to be paid in respect of any fractional unissued shares, or shares previously issued and reacquired by the Company. The Company shall not be required to issue or deliver or cause to be delivered to the Agent, for the benefit of the Holders of the Outstanding Purchase Contracts, one or more certificates representing such number of Common Shares registered in the name of the Agent (or its nominee) as custodian for the Holders (such any certificates for Common SharesShares issuable upon the exercise of the ISO prior to: (i) the obtaining of any approval from any governmental agency which the Company shall, together with in its sole discretion, determine to be necessary or advisable; (ii) the completion of any dividends registration or distributions with respect thereto other qualification of such shares under any state or federal law or ruling or regulation of any governmental body which the Company shall, in its sole discretion, determine to be necessary or advisable; and (iii) the determination by the Committee that the Optionee (or a Permitted Transferee in the event of the Optionee’s death) has tendered to the Company any tax owed by the Optionee as a result of exercising this option when the Company has a legal liability to satisfy such tax. In addition, if Common Shares reserved for which issuance upon the exercise of the ISO shall not then be registered under the Act, the Company may, upon the Optionee’s exercise of the ISO, require the Optionee (or a record date and payment date for such dividend or distribution has occurred after Permitted Transferee in the Settlement Date, being hereinafter referred to as event of the "Common Share Settlement"Optionee’s death) to which represent in writing that the Holders shares being acquired are entitled hereunder. Subject for investment and not with a view to distribution; may xxxx the certificate for the shares with a legend restricting transfer; and may issue stop transfer orders relating to such certificate to the foregoing, upon surrender of a Certificate to the Agent on or after the Settlement Date, together with settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to receive in exchange therefor that number of whole Common Shares which such Holder is entitled to receive pursuant to the provisions of this Article (after taking into account all Purchase Contracts, including those evidenced by Units, then held by such Holder) together with cash in lieu of fractional shares as provided in Section 8.08 and any dividends or distributions with respect to such shares constituting part of the Common Share Settlement, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of the Holder or the Holder's designee as specified in the settlement instructions on the Certificate. For the avoidance of doubt, no Holder shall be entitled to any dividends or distributions with respect to the Common Shares for which the record date occurs prior to the Settlement Date. If any Common Shares issued in respect of a Purchase Contract are to be registered in the name of a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any Company’s transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of the Certificate evidencing such Purchase Contract or has established to the satisfaction of the Agent that such tax either has been paid or is not payableagent.