Common use of Delivery of RSU Shares Clause in Contracts

Delivery of RSU Shares. RSU Shares shall be delivered as soon as practicable following the applicable Delivery Date (but in no case more than fifteen (15) days thereafter). For purposes of this Agreement, the “Delivery Date” means the first to occur of (i) the Applicable Vesting Date, (ii) the Grantee’s death, (iii) the Grantee’s Termination of Employment by reason of Grantee’s Disability, and (iv) the Grantee’s Termination of Employment by the Company without Cause or by the Grantee for Good Reason, in each case, within the twenty-four (24) month period following a Change in Control. On the Delivery Date, the Company shall transfer to the Grantee one unrestricted, fully transferable Share for each vested RSU scheduled to be paid out on such date; provided that Grantee has satisfied all applicable tax withholding obligations as provided in Section 5.1 below and the terms and conditions of the Plan and this Agreement (including, but not limited to, Section 3 and Sections 5.2 and 5.3 below) have been satisfied. The Company may postpone such delivery of RSU Shares until it receives satisfactory proof that the release of such Shares will not violate any of the provisions of the Securities Act of 1933, as amended, or the Exchange Act, any rules or regulations of the Securities and Exchange Commission (the “SEC”) promulgated thereunder, or the requirements of applicable state law relating to authorization, issuance or sale of securities, or until there has been compliance with the provisions of such acts or rules. Grantee understands that the Company is under no obligation to register or qualify the RSUs or Common Stock with the SEC, any state securities commission or any stock exchange to effect such compliance.

Delivery of RSU Shares. RSU Shares shall be delivered as soon as practicable following the applicable Delivery Date (but in no case more than fifteen (15) days thereafter). For purposes of this Agreement, the “Delivery Date” means the first to occur of (i) the second anniversary of the Applicable Vesting Date, (ii) the Grantee’s death, (iii) the Grantee’s Termination of Employment by reason of Grantee’s Disability, and (iv) the Grantee’s Termination of Employment by the Company without Cause or by the Grantee for Good Reason, in each case, within the twenty-four (24) month period following a Change in Control. On the Delivery Date, the Company shall transfer to the Grantee one unrestricted, fully transferable Share for each vested RSU scheduled to be paid out on such date; provided that Grantee has satisfied all applicable tax withholding obligations as provided in Section 5.1 below and the terms and conditions of the Plan and this Agreement (including, but not limited to, Section 3 and Sections 5.2 and 5.3 below) have been satisfied. The Company may postpone such delivery of RSU Shares until it receives satisfactory proof that the release of such Shares will not violate any of the provisions of the Securities Act of 1933, as amended, or the Exchange Act, any rules or regulations of the Securities and Exchange Commission (the “SEC”) promulgated thereunder, or the requirements of applicable state law relating to authorization, issuance or sale of securities, or until there has been compliance with the provisions of such acts or rules. Grantee understands that the Company is under no obligation to register or qualify the RSUs or Common Stock with the SEC, any state securities commission or any stock exchange to effect such compliance.