Common use of Government and Other Regulations Clause in Contracts

Government and Other Regulations. (a) The obligation of the Company to make payment of Awards in Stock or otherwise shall be subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to the contrary and subject to this Section 11, the Company shall be under no obligation to offer to sell or to sell and shall be prohibited from offering to sell or selling any shares of Stock pursuant to an Award unless such shares have been properly registered for sale pursuant to the Securities Act with the Securities and Exchange Commission or unless the Company has received the advice of counsel, satisfactory to the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with. Accordingly, if the Committee reasonably anticipates that payment of any Deferred Stock Unit Award would violate Federal securities laws or any other applicable law, the Committee may, in its discretion, delay payment; provided that such delay is effected in a manner that will not result in the imposition on any person of taxes, interest or penalties under Section 409A. In the event of such delay, the payment of the Awards in Stock shall be made as of the earliest date the Committee reasonably anticipates that such issuance will not cause such violation of applicable law or imposition of taxes. (b) The Company shall be under no obligation to register for sale under the Securities Act any of the shares of Stock to be offered or sold under the Plan. If the shares of Stock offered for sale or sold under the Plan are offered or sold pursuant to an exemption from registration under the Securities Act, the Company may restrict the transfer of such shares and may legend the Stock certificates representing such shares in such manner as it deems advisable to ensure the availability of any such exemption.

Government and Other Regulations. (ai) The obligation of the Company to make payment of settle Awards in Stock Ordinary Shares or otherwise other consideration shall be subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to the contrary and subject to this Section 11contrary, the Company shall be under no obligation to offer to sell or to sell sell, and shall be prohibited from offering to sell or selling selling, any shares of Stock Ordinary Shares or other securities pursuant to an Award unless such shares have been properly registered for sale pursuant to the Securities Act with the Securities and Exchange Commission or unless the Company has received the advice an opinion of counsel, satisfactory to the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with. Accordingly, if the Committee reasonably anticipates that payment of any Deferred Stock Unit Award would violate Federal securities laws or any other applicable law, the Committee may, in its discretion, delay payment; provided that such delay is effected in a manner that will not result in the imposition on any person of taxes, interest or penalties under Section 409A. In the event of such delay, the payment of the Awards in Stock shall be made as of the earliest date the Committee reasonably anticipates that such issuance will not cause such violation of applicable law or imposition of taxes. (b) The Company shall be under no obligation to register for sale under the Securities Act any of the shares of Stock Ordinary Shares or other securities to be offered or sold under the Plan. If The Committee shall have the shares authority to provide that all certificates for Ordinary Shares or other securities of Stock offered for sale the Company or sold any Affiliate delivered under the Plan are offered or sold pursuant shall be subject to an exemption from registration such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan, the applicable Award Agreement, the federal securities laws, or the rules, regulations and other requirements of the Securities Actand Exchange Commission, any securities exchange or inter-dealer quotation system upon which such shares or other securities are then listed or quoted and any other applicable federal, state, local or non-U.S. laws, and, without limiting the generality of Section 9 , the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. Notwithstanding any provision in the Plan to the contrary, the Committee reserves the right to add any additional terms or provisions to any Award granted under the Plan that it in its sole discretion deems necessary or advisable in order that such Award complies with the legal requirements of any governmental entity to whose jurisdiction the Award is subject. (ii) The Committee may cancel an Award or any portion thereof if it determines, in its sole discretion, that legal or contractual restrictions and/or blockage and/or other market considerations would make the Company’s acquisition of Ordinary Shares from the public markets, the Company’s issuance of Ordinary Shares or other securities to the Participant, the Participant’s acquisition of Ordinary Shares or other securities from the Company and/or the Participant’s sale of Ordinary Shares to the public markets, illegal, impracticable or inadvisable. If the Committee determines to cancel all or any portion of an Award denominated in Ordinary Shares in accordance with the foregoing, the Company may restrict shall pay to the transfer Participant an amount equal to the excess of (A) the aggregate Fair Market Value of the Ordinary Shares subject to such Award or portion thereof canceled (determined as of the applicable exercise date, or the date that the shares would have been vested or delivered, as applicable), over (B) the aggregate Exercise Price or Strike Price (in the case of an Option or SAR, respectively) or any amount payable as a condition of delivery of Ordinary Shares (in the case of any other Award). Such amount shall be delivered to the Participant as soon as practicable following the cancellation of such shares and may legend the Stock certificates representing such shares in such manner as it deems advisable to ensure the availability of any such exemptionAward or portion thereof.

Government and Other Regulations. (ai) Nothing in the Plan shall be deemed to authorize the Committee or Board or any members thereof to take any action contrary to applicable law or regulation, or rules of the NASDAQ or any other securities exchange or inter-dealer quotation service on which the Common Stock is listed or quoted. (ii) The obligation of the Company to make payment of settle Awards in Common Stock or otherwise other consideration shall be subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to the contrary and subject to this Section 11contrary, the Company shall be under no obligation to offer to sell or to sell sell, and shall be prohibited from offering to sell or selling selling, any shares of Stock Shares pursuant to an Award unless such shares Shares have been properly registered for sale pursuant to the Securities Act with the Securities and Exchange Commission or unless the Company has received the advice an opinion of counsel, satisfactory to the Company, that such shares Shares may be offered or sold without such registration pursuant to and in compliance with the terms of an available exemption therefrom and the terms and conditions of such exemption have been fully complied withexemption. Accordingly, if the Committee reasonably anticipates that payment of any Deferred Stock Unit Award would violate Federal securities laws or any other applicable law, the Committee may, in its discretion, delay payment; provided that such delay is effected in a manner that will not result in the imposition on any person of taxes, interest or penalties under Section 409A. In the event of such delay, the payment of the Awards in Stock shall be made as of the earliest date the Committee reasonably anticipates that such issuance will not cause such violation of applicable law or imposition of taxes. (b) The Company shall be under no obligation to register for sale under the Securities Act any of the shares of Stock Shares to be offered or sold under the Plan. If The Committee shall have the shares authority to provide that all Shares or other securities of Stock offered for sale the Company or sold any Affiliate delivered under the Plan are offered or sold pursuant shall be subject to an exemption from registration such stop-transfer orders and other restrictions as the Committee may deem advisable under the Plan, the applicable Award Agreement, U.S. federal securities laws, or the rules, regulations and other requirements of the U.S. Securities Actand Exchange Commission, any securities exchange or inter-dealer quotation service upon which such Shares or other securities of the Company are then listed or quoted and any other applicable federal, state, local or non-U.S. laws, rules, regulations and other requirements, and, without limiting the generality of Section 9 of the Plan, the Committee may cause a legend or legends to be put on any such certificates of Common Stock or other securities of the Company or any Affiliate delivered under the Plan to make appropriate reference to such restrictions or may cause such Common Stock or other securities of the Company or any Affiliate delivered under the Plan in book-entry form to be held subject to the Company’s instructions or subject to appropriate stop-transfer orders. Notwithstanding any provision in the Plan to the contrary, the Committee reserves the right to add any additional terms or provisions to any Award granted under the Plan that it in its sole discretion deems necessary or advisable in order that such Award complies with the legal requirements of any governmental entity to whose jurisdiction the Award is subject. (iii) The Committee may cancel an Award or any portion thereof if it determines that legal or contractual restrictions and/or blockage and/or other market considerations would make the Company’s acquisition of Shares from the public markets, the Company’s issuance of Common Stock to the Participant, the Participant’s acquisition of Common Stock from the Company and/or the Participant’s sale of Common Stock to the public markets illegal, impracticable or inadvisable. If the Committee determines to cancel all or any portion of an Award in accordance with the foregoing, unless prevented by applicable laws, the Company may restrict shall pay to the transfer Participant an amount equal to the excess of (A) the aggregate Fair Market Value of the Shares subject to such Award or portion thereof canceled (determined as of the applicable exercise date, or the date that the Shares would have been vested or delivered, as applicable), over (B) the aggregate exercise price (in the case of an Option or SAR, respectively) or any amount payable as a condition of delivery of Shares (in the case of any other Award). Such amount shall be delivered to the Participant as soon as practicable following the cancellation of such shares and may legend the Stock certificates representing such shares in such manner as it deems advisable to ensure the availability of any such exemptionAward or portion thereof.

Government and Other Regulations. (a) The obligation of the Company to make payment of Awards in Stock or otherwise shall be subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to the contrary and subject to this Section 11, the Company shall be under no obligation to offer to sell or to sell and shall be prohibited from offering to sell or selling any shares of Stock pursuant to an Award unless such shares have been properly registered for sale pursuant to the Securities Act with the Securities and Exchange Commission or unless the Company has received the advice of counsel, satisfactory to the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with. The Company shall be under no obligation to register for sale under the Securities Act any of the shares of Stock to be offered or sold under the Plan. Accordingly, if the Committee reasonably anticipates that payment of any Deferred Stock Unit Award would violate Federal securities laws or any other applicable law, the Committee may, in its discretion, delay payment; provided that such delay is may be effected in a manner that will not result in the imposition on any person of taxes, interest or penalties under Section 409A. In the event of such delay, the payment of the Awards in Stock shall be made as of the earliest date the Committee reasonably anticipates that such issuance will not cause such violation of applicable law or imposition of taxes. (b) The Company shall be under no obligation to register for sale under the Securities Act any of the shares of Stock to be offered or sold under the Plan. If the shares of Stock offered for sale or sold under the Plan are offered or sold pursuant to an exemption from registration under the Securities Act, the Company may restrict the transfer of such shares and may legend the Stock certificates representing such shares in such manner as it deems advisable to ensure the availability of any such exemption.

Government and Other Regulations. (ai) The obligation of the Company to make payment of settle Awards in Stock Common Shares or otherwise other consideration shall be subject to all applicable lawsApplicable Laws, rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to the contrary and subject to this Section 11contrary, the Company shall be under no obligation to offer to sell or to sell sell, and shall be prohibited from offering to sell or selling selling, any shares of Stock Common Shares or other securities pursuant to an Award unless such shares have been properly registered for sale pursuant to the Securities Act with the Securities and Exchange Commission or unless the Company has received the advice an opinion of counsel, satisfactory to the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with. Accordingly, if the Committee reasonably anticipates that payment of any Deferred Stock Unit Award would violate Federal securities laws or any other applicable law, the Committee may, in its discretion, delay payment; provided that such delay is effected in a manner that will not result in the imposition on any person of taxes, interest or penalties under Section 409A. In the event of such delay, the payment of the Awards in Stock shall be made as of the earliest date the Committee reasonably anticipates that such issuance will not cause such violation of applicable law or imposition of taxes. (b) The Company shall be under no obligation to register for sale under the Securities Act any of the shares of Stock Common Shares or other securities to be offered or sold under the Plan. If The Committee shall have the shares authority to provide that all certificates for Common Shares or other securities of Stock offered for sale the Company or sold any Affiliate delivered under the Plan are offered or sold pursuant shall be subject to an exemption from registration such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan, the applicable Award Agreement, the federal securities laws, or the rules, regulations and other requirements of the Securities Actand Exchange Commission, any securities exchange or inter-dealer quotation system upon which such shares or other securities are then listed or quoted and any other applicable federal, state, local or non-U.S. laws, and, without limiting the generality of Section 9 of the Plan, the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. Notwithstanding any provision in the Plan to the contrary, the Committee reserves the right to add any additional terms or provisions to any Award granted under the Plan that it in its sole discretion deems necessary or advisable in order that such Award complies with the legal requirements of any governmental entity to whose jurisdiction the Award is subject. (ii) The Committee may cancel an Award or any portion thereof if the Committee determines, in its sole discretion, that legal or contractual restrictions and/or blockage and/or other market considerations would make the Company’s acquisition of Common Shares from the public markets, the Company’s issuance of Common Shares or other securities to the Participant, the Participant’s acquisition of Common Shares or other securities from the Company and/or the Participant’s sale of Common Shares to the public markets, illegal, impracticable or inadvisable. If the Committee determines to cancel all or any portion of an Award denominated in Common Shares in accordance with the foregoing, the Company may restrict shall pay to the transfer Participant an amount equal to the excess of (A) the aggregate Fair Market Value of the Common Shares subject to such Award or portion thereof that is canceled (determined as of the applicable exercise date, or the date that the shares would have been vested or delivered, as applicable), over (B) the aggregate Exercise Price or Strike Price (in the case of an Option or SAR, respectively) or any amount payable as a condition of delivery of Common Shares (in the case of any other Award). Such amount shall be delivered to the Participant as soon as practicable following the cancellation of such shares and may legend the Stock certificates representing such shares in such manner as it deems advisable to ensure the availability of any such exemptionAward or portion thereof.