Common use of Immediate Sale of Shares Clause in Contracts

Immediate Sale of Shares. Notwithstanding anything to the contrary in the Agreement and the Plan, due to local regulatory requirements, the Recipient agrees to the immediate sale of any Shares to be issued to the Recipient on the Release Date. The Recipient further agrees that the Company is authorized to instruct its designated broker to assist with the mandatory sale of such Shares (on the Recipient’s behalf pursuant to this authorization without further consent) and the Recipient expressly authorizes the Company’s designated broker to complete the sale of such Shares. The Recipient acknowledges that the Company and its designated broker are under no obligation to arrange for the sale of the Shares at any particular price. Upon the sale of the Shares, the Company will deliver to the Recipient the cash proceeds from the sale of the Shares, less any Tax-Related Items and brokerage fees or commissions.