Common use of Issuance of Shares upon Exercise Clause in Contracts

Issuance of Shares upon Exercise. Upon exercise of the Options in accordance with the terms of this Agreement, the Company will issue to the Employee, the brokerage firm specified in the Employee’s delivery instructions pursuant to a broker-assisted cashless exercise, or such other person exercising the Options, as the case may be, the number of shares of Common Stock so paid for, in the form of fully paid and nonassessable stock. The Company, in its discretion, will either retain the Option Shares in uncertificated book entry form or deliver stock certificates for the Option Shares as soon as practicable after exercise, which certificates will, unless such Option Shares are registered or an exemption from registration is available under applicable federal and state law, bear a legend restricting transferability of such shares. Notwithstanding the issuance of the Option Shares or the delivery of one or more stock certificates for such Option Shares, the Option Shares shall be subject to applicable restrictions on transfer or liquidation, if any, as set forth in the Employee’s written employment or service contract with the Company or pursuant to any policy adopted by the Company, now or hereafter existing, that imposes stock ownership requirements, stock holding requirements or stock liquidation restrictions on the Employee. The Company may place legends reflecting the requirements and restrictions described in the immediately foregoing sentence on any stock certificates for the Option Shares.

Issuance of Shares upon Exercise. Upon exercise of the Options in accordance with the terms of this Agreement, the Company will issue to the EmployeeOptionee, the brokerage firm specified in the EmployeeOptionee’s delivery instructions pursuant to a broker-assisted cashless exercise, or such other person exercising the Options, as the case may be, the number of shares of Common Stock so paid for, in the form of fully paid and nonassessable stock. The Company, in its discretion, will either retain the Option Shares in uncertificated book entry form or deliver stock certificates for the Option Shares as soon as practicable after exercise, which certificates will, unless such Option Shares are registered or an exemption from registration is available under applicable federal and state law, bear a legend restricting transferability of such shares. Notwithstanding the issuance of the Option Shares or the delivery of one or more stock certificates for such Option Shares, the Option Shares shall be subject to applicable restrictions on transfer or liquidation, if any, as set forth in the EmployeeOptionee’s written employment or service contract with the Company or pursuant to any policy adopted by the Company, now or hereafter existing, that imposes stock ownership requirements, stock holding requirements or stock liquidation restrictions on the EmployeeOptionee. The Company may place legends reflecting the requirements and restrictions described in the immediately foregoing sentence on any stock certificates for the Option Shares.