Issuance of Shares of Common Stock. (a) As soon as administratively practicable following each date one or more Shares vest in accordance with the provisions of this Agreement, the Corporation shall issue to or on behalf of the Participant a certificate (which may be in electronic form) for the shares of Common Stock which vest on that date under the Award and shall concurrently distribute to the Participant any phantom dividend equivalents with respect to those Shares, subject in each instance to the Corporation's collection of the applicable Withholding Taxes. The Corporation shall collect the Withholding Taxes with respect to the distributed phantom dividend equivalents by withholding a portion of that distribution equal to the amount of the applicable Withholding Taxes, with the cash portion of the distribution to be the first portion so withheld. Until such time as the Corporation provides the Participant with notice to the contrary, the Corporation shall collect the Withholding Taxes with respect to the vested Shares through an automatic Share withholding procedure pursuant to which the Corporation will withhold, immediately as the Shares vest under the Award, a portion of those vested Shares with a Fair Market Value (measured as of the vesting date) equal to the amount of such Withholding Taxes (the "Share Withholding Method"); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation's required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to supplemental taxable income. Participant shall be notified in writing in the event such Share Withholding Method is no longer available.
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Samples: United Online Inc, United Online Inc, United Online Inc
Issuance of Shares of Common Stock. (a) As soon as administratively practicable following each date one or more Shares vest in accordance with the provisions of this Agreement, the Corporation shall issue to or on behalf of the Participant a certificate (which may be in electronic form) for the shares of Common Stock which vest on that date under the Award and shall concurrently distribute to the Participant any phantom dividend equivalents with respect to those Shares, subject in each instance to the Corporation's ’s collection of the applicable Withholding Taxes. The Corporation shall collect the Withholding Taxes with respect to the distributed phantom dividend equivalents by withholding a portion of that distribution equal to the amount of the applicable Withholding Taxes, with the cash portion of the distribution to be the first portion so withheld. Until such time as the Corporation provides the Participant with notice to the contrary, the Corporation shall collect the Withholding Taxes with respect to the vested Shares through an automatic Share withholding procedure pursuant to which the Corporation will withhold, immediately as the Shares vest under the Award, a portion of those vested Shares with a Fair Market Value (measured as of the vesting date) equal to the amount of such Withholding Taxes (the "“Share Withholding Method"”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation's ’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to supplemental taxable income. Participant shall be notified in writing in the event such Share Withholding Method is no longer available.
Appears in 3 contracts
Samples: Restricted Stock Unit Issuance Agreement (United Online Inc), Restricted Stock Unit Issuance Agreement (United Online Inc), United Online Inc
Issuance of Shares of Common Stock. (a) As soon Except as administratively practicable following each date one or more Shares vest otherwise provided in accordance with Paragraph 5, on the provisions of this Agreementapplicable Issuance Date under Paragraph 1, the Corporation shall issue to or on behalf of the Participant a certificate (which may be in electronic form) for the vested shares of Common Stock which vest to be issued on that date under the Award and shall concurrently distribute to the Participant any phantom dividend equivalents with respect to those Shares, subject in each instance to the Corporation's collection of the applicable Withholding Taxes. The Corporation shall collect the Withholding Taxes with respect to the distributed phantom dividend equivalents by withholding a portion of that distribution equal to the amount of the applicable Withholding Taxes, with the cash portion of the distribution to be the first portion so withheld. Until such time as the Corporation provides the Participant with notice to the contrary, the Corporation shall collect the Withholding Taxes with respect to the vested Shares through an automatic Share withholding procedure pursuant to which the Corporation will withhold, immediately as the Shares vest under the Award, a portion of those vested Shares with a Fair Market Value (measured as of the vesting date) equal to the amount of such Withholding Taxes (the "Share Withholding Method"); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation's required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to supplemental taxable income. Participant shall be notified (either in writing or through the Corporation's electronic mail system) in the event such Share Withholding Method is no longer available.
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Samples: Classmates Media CORP, Classmates Media CORP
Issuance of Shares of Common Stock. (a) As soon as administratively practicable following each the applicable vesting date one or more Shares vest in accordance with of any portion of the provisions of this AgreementAward, the Corporation shall issue to or on behalf of the Participant a certificate (which may be in electronic form) for the applicable number of underlying shares of Common Stock Stock; provided that the Corporation’s obligation to deliver the Shares which vest on that date under the this Award and shall concurrently distribute to the Participant any phantom dividend equivalents with respect to those Shares, be subject in each instance to the Corporation's ’s collection of the applicable Withholding Taxes. The Corporation shall collect the Such Withholding Taxes shall be collected in accordance with respect the following procedure: • On each date vested Shares are to be issued to the distributed phantom dividend equivalents by withholding a portion of that distribution equal to the amount of the applicable Withholding Taxes, with the cash portion of the distribution to be the first portion so withheld. Until such time as the Corporation provides the Participant with notice to the contraryunder this Agreement, the Corporation shall collect the Withholding Taxes with respect to the vested Shares through an automatic Share withholding procedure pursuant to which the Corporation will withhold, immediately as the Shares vest under the Award, automatically withhold a portion of those vested Shares with a Fair Market Value (measured as of the such vesting date) equal to the amount of the applicable Withholding Taxes and shall deposit a cash amount equal to the Fair Market Value of those withheld shares with the appropriate taxing authorities in satisfaction of such Withholding Taxes (the "Share Withholding Method")Taxes; provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation's ’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to supplemental taxable income. To the extent any Shares are converted into a cash amount in connection with a Change in Control, then on each date such cash is to be distributed to the Participant under this Agreement, the Corporation shall withhold from that cash distribution the amount necessary to satisfy the applicable Withholding Taxes, and only the remaining amount shall be notified in writing in distributed to the event such Share Withholding Method is no longer availableParticipant.
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Samples: Restricted Stock Unit Agreement (Arbinet Thexchange Inc)
Issuance of Shares of Common Stock. (a) As soon as administratively practicable following each the date one or more the Shares vest in accordance with the provisions of this Agreement, and in any event within 21/2 months after the last day of any calendar quarter in which any Shares subject to the Award became vested, the Corporation shall issue to or on behalf of the Participant a certificate (which may be in electronic form) for the shares of Common Stock which vest on that date under the Award and shall concurrently distribute to the Participant any phantom dividend equivalents with respect to those Shares, subject in each instance to the Corporation's collection of the applicable Withholding Taxes. The Corporation shall collect the Withholding Taxes with respect to the distributed phantom dividend equivalents by withholding a portion of that distribution equal to the amount of the applicable Withholding Taxes, with the cash portion of the distribution to be the first portion so withheld. Until such time as the Corporation provides the Participant with notice to the contrary, the The Corporation shall collect the Withholding Taxes with respect to the vested Shares through an automatic Share withholding procedure pursuant to which the Corporation will withhold, immediately as the Shares vest under the Award, a portion of those vested Shares with a Fair Market Value (measured as of the vesting date) equal to the amount of such Withholding Taxes (the "Share Withholding Method"); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation's required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to supplemental taxable income. Participant shall be notified in writing in the event such Share Withholding Method is no longer available.
Appears in 1 contract
Samples: United Online Inc
Issuance of Shares of Common Stock. (a) As soon as administratively practicable following a)On each date one or more Shares applicable Issuance Date for the Restricted Stock Units which vest in accordance with the provisions of this Agreement, the Corporation shall issue to or on behalf of the Participant a certificate (which may be in electronic form) or provide for book entry for the shares of Common Stock which vest to be issued on that date under the Award and shall concurrently distribute to the Participant any phantom dividend equivalents with respect to those Sharessuch date, subject in each instance to the Corporation's ’s collection of the applicable Withholding Taxes. (b)Until such time as the Corporation provides the Participant with notice to the contrary, the Corporation shall collect the applicable Withholding Taxes through an automatic share withholding procedure pursuant to which the Corporation will withhold, on the applicable Issuance Date for the Restricted Stock Units that vest under the Award, a portion of those vested Restricted Stock Units with a Fair Market Value (measured as of the applicable tax date for such shares) equal to the amount of such Withholding Taxes (the “Share Withholding Method”); provided, however, that the amount of any Restricted Stock Units so withheld shall not exceed the amount necessary to satisfy the Corporation‘s required tax withholding obligations using the maximum statutory withholding rates for federal and state tax purposes, including payroll taxes, that could be applicable to supplemental taxable income. (or such other rate that will not cause an adverse accounting consequence or cost). The Participant shall be notified in writing in the event such Share Withholding Method is no longer available. (c)Should any Restricted Stock Units vest under the Award when the Share Withholding Method is not available, then the Withholding Taxes shall be collected from the Participant through either of the following alternatives: (i) the Participant’s delivery of his or her separate check payable to the Corporation in the amount of such Withholding Taxes, or (ii) the use of the proceeds from a next-day sale of the shares of Common Stock issued to the Participant, provided and only if (i) such a sale is permissible under the Corporation’s trading policies governing the sale of Common Stock, (ii) the Participant makes an irrevocable commitment, on or before the vesting date for those shares, to effect such sale of the shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (d)The Corporation shall concurrently, with each payment of vested Restricted Stock Units in accordance with the foregoing provisions of this Paragraph 7, distribute to the Participant any outstanding phantom dividend equivalents credited with respect to those Restricted Stock Units. The Corporation shall collect the Withholding Taxes with respect to the distributed each distribution of such phantom dividend equivalents by withholding a portion of that distribution equal to the amount of the applicable Withholding Taxes, with the cash portion of the distribution to be the first portion so withheld. Until , or through such time other tax withholding arrangement as the Corporation provides the Participant with notice to the contrarydeems appropriate. (e)Except as otherwise provided in Paragraph 5 or 6, the Corporation shall collect the Withholding Taxes with respect to the vested Shares through an automatic Share withholding procedure pursuant to settlement of all Restricted Stock Units which the Corporation will withhold, immediately as the Shares vest under the Award shall be made solely in shares of Common Stock. No fractional share of Common Stock shall be issued pursuant to this Award, a portion and any fractional share resulting from any calculation made in accordance with the terms of those vested Shares with a Fair Market Value (measured as of the vesting date) equal this Agreement shall be rounded down to the amount next whole share of such Withholding Taxes (the "Share Withholding Method"); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation's required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to supplemental taxable incomeCommon Stock. Participant shall be notified in writing in the event such Share Withholding Method is no longer available8.
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Samples: www.sec.gov