Common use of Issuance of Underlying Shares Clause in Contracts

Issuance of Underlying Shares. With respect to any RSUs that become vested RSUs pursuant to Section 2, subject to Sections 5, 6 and 8, the Company shall issue to the Recipient, as soon as practicable following the applicable vesting date (as specified on the cover page hereof with respect to any RSUs that become vested pursuant to Section 2(a)(1) and as specified in Section 2(a)(2) with respect to any RSUs that become vested pursuant to Section 2(a)(2), if applicable), the number of Underlying Shares equal to the number of RSUs vesting on such vesting date, provided that, if the vesting date of any portion of the RSUs shall occur during either a regularly scheduled or special “blackout period” of the Company wherein Recipient is precluded from selling shares of the Company’s Common Stock, the receipt of the corresponding Underlying Shares issuable with respect to such vesting date pursuant to this Agreement shall be deferred until after the expiration of such blackout period, unless such Underlying Shares are covered by a previously established Company-approved 10b5-1 plan of the Recipient, in which case the Underlying Shares shall be issued in accordance with the terms of such 10b5-1 plan. The Underlying Shares the receipt of which was deferred as provided above shall be issued to Recipient as soon as practicable after the expiration of the blackout period. Notwithstanding the above, subject to Section 8, (i) in no event may the Underlying Shares with respect to any RSUs that become vested pursuant to Section 2(a)(1) be issued to the Recipient later than the later of: (a) December 31st of the calendar year in which vesting occurs, or (b) the fifteenth (15th) day of the third calendar month following such vesting date, and (ii) in no event may the Underlying Shares with respect to any RSUs that become vested pursuant to Section 2(a)(2) be issued to the Recipient later than the 90th day following the Recipient’s Separation from Service; provided that the Recipient acknowledges and agrees that if the Underlying Shares are issued to the Recipient pursuant to this sentence while either a regularly scheduled or special “blackout period” is still in effect with respect to the Company or the Recipient, neither the Company nor the Recipient may sell any shares of the Company’s Common Stock to satisfy any Tax Obligations except in compliance with the Company’s xxxxxxx xxxxxxx policies and requirements and applicable laws. The form of such issuance (e.g., a stock certificate or electronic entry evidencing such Underlying Shares) shall be determined by the Company.

Issuance of Underlying Shares. With respect to any RSUs that become vested RSUs pursuant to Section 2, subject to Sections 5, 6 5 and 86, the Company shall issue to the Recipient, as soon as practicable following the applicable vesting date (as specified on the cover page hereof with respect to any RSUs that become vested pursuant to Section 2(a)(1) and as specified in Section 2(a)(2) with respect to any RSUs that become vested pursuant to Section 2(a)(2), if applicable)hereof, the number of Underlying Shares equal to the number of RSUs vesting on such vesting date, provided that, if the vesting date of any portion of the RSUs shall occur during either a regularly scheduled or special “blackout period” of the Company wherein Recipient is precluded from selling shares of the Company’s Common Stock, the receipt of the corresponding Underlying Shares issuable with respect to such vesting date pursuant to this Agreement shall be deferred until after the expiration of such blackout period, unless such Underlying Shares are covered by a previously established Company-approved 10b5-1 plan of the Recipient, in which case the Underlying Shares shall be issued in accordance with the terms of such 10b5-1 plan. The Underlying Shares the receipt of which was deferred as provided above shall be issued to Recipient as soon as practicable after the expiration of the blackout period. Notwithstanding the above, subject to Section 8, (i) in no event may the Underlying Shares with respect to any RSUs that become vested pursuant to Section 2(a)(1) be issued to the Recipient later than the later of: : (ai) December 31st of the calendar year in which vesting occurs, or (bii) the fifteenth (15th) day of the third calendar month following such vesting date, and (ii) in no event may the Underlying Shares with respect to any RSUs that become vested pursuant to Section 2(a)(2) be issued to the Recipient later than the 90th day following the Recipient’s Separation from Service; provided that the Recipient acknowledges and agrees that if the Underlying Shares are issued to the Recipient pursuant to this sentence while either a regularly scheduled or special “blackout period” is still in effect with respect to the Company or the Recipient, neither the Company nor the Recipient may sell any shares of the Company’s Common Stock to satisfy any Tax Obligations except in compliance with the Company’s xxxxxxx xxxxxxx policies and requirements and applicable laws. The form of such issuance (e.g., a stock certificate or electronic entry evidencing such Underlying Shares) shall be determined by the Company.

Issuance of Underlying Shares. With respect to any RSUs that become vested RSUs pursuant to Section 2, subject to Sections 5, 6 and 8, the Company shall issue to the Recipient, as soon as practicable following the applicable vesting date (as specified on the cover page hereof with respect to any RSUs that become vested pursuant to Section 2(a)(1) and as specified in Section 2(a)(2) with respect to any RSUs that become vested pursuant to Section 2(a)(2), if applicable), the number of Underlying Shares equal to the number of RSUs vesting on such vesting date, provided that, if the vesting date of any portion of the RSUs shall occur during either a regularly scheduled or special “blackout period” of the Company wherein Recipient is precluded from selling shares of the Company’s Common Stock, the receipt of the corresponding Underlying Shares issuable with respect to such vesting date pursuant to this Agreement shall be deferred until after the expiration of such blackout period, unless such Underlying Shares are covered by a previously established Company-approved 10b5-1 plan of the Recipient, in which case the Underlying Shares shall be issued in accordance with the terms of such 10b5-1 plan. The Underlying Shares the receipt of which was deferred as provided above shall be issued to Recipient as soon as practicable after the expiration of the blackout period. Notwithstanding the above, subject to Section 8, (i) in no event may the Underlying Shares with respect to any RSUs that become vested pursuant to Section 2(a)(1) be issued to the Recipient later than the later of:are (a) December 31st of the calendar year in which vesting occurs, or (b) the fifteenth (15th) day of the third calendar month following such vesting date, and (ii) in no event may the Underlying Shares with respect to any RSUs that become vested pursuant to Section 2(a)(2) be issued to the Recipient later than the 90th day following the Recipient’s Separation from Service; provided that the Recipient acknowledges and agrees that if the Underlying Shares are issued to the Recipient pursuant to this sentence while either a regularly scheduled or special “blackout period” is still in effect with respect to the Company or the Recipient, neither the Company nor the Recipient may sell any shares of the Company’s Common Stock to satisfy any Tax Obligations except in compliance with the Company’s xxxxxxx xxxxxxx policies and requirements and applicable laws. The form of such issuance (e.g., a stock certificate or electronic entry evidencing such Underlying Shares) shall be determined by the Company.

Issuance of Underlying Shares. With respect to any RSUs that become vested RSUs pursuant to Section 2, subject to Sections 5, 6 5 and 86, the Company shall issue to the Recipient, on the earlier of (a) the third anniversary of the Grant Date or (b) as soon as practicable (but not later than 90 days) following the applicable vesting date (of termination of the Recipient’s Business Relationship with the Company, provided that such termination constitutes a “separation from service” as specified on the cover page hereof with respect to any RSUs that become vested pursuant to such term is defined in Treasury Regulation Section 2(a)(1) and as specified in Section 2(a)(2) with respect to any RSUs that become vested pursuant to Section 2(a)(21.409A-1(h), if applicable(in either case, the “Delivery Date”), the number of Underlying Shares equal to the number of RSUs vesting which are vested as of such date in accordance with the Vesting Schedule set forth on such vesting datethe cover page of this Agreement, provided that, if the vesting date of any portion of the RSUs Delivery Date shall occur during either a regularly scheduled or special “blackout period” of the Company wherein Recipient is precluded from selling shares of the Company’s Common Stock, the receipt of the corresponding Underlying Shares issuable with respect to such vesting date pursuant to this Agreement shall be deferred until after the expiration of such blackout period, unless such Underlying Shares are covered by a previously established Company-approved 10b5-1 plan of the Recipient, in which case the Underlying Shares shall be issued in accordance with the terms of such 10b5-1 plan. The Underlying Shares the receipt of which was deferred as provided above shall be issued to Recipient as soon as practicable after the expiration of the blackout period. Notwithstanding the above, subject to Section 8, (i) in no event may the Underlying Shares with respect to any RSUs that become vested pursuant to Section 2(a)(1) be issued to the Recipient later than the later of: : (ai) December 31st of the calendar year in which vesting the Delivery Date occurs, or (bii) the fifteenth (15th) day of the third calendar month following such vesting date, and (ii) in no event may the Underlying Shares with respect to any RSUs that become vested pursuant to Section 2(a)(2) be issued to the Recipient later than the 90th seventy fifth day following the Recipient’s Separation from ServiceDelivery Date; provided that the Recipient acknowledges and agrees that if the Underlying Shares are issued to the Recipient pursuant to this sentence while either a regularly scheduled or special “blackout period” is still in effect with respect to the Company or the Recipient, neither the Company nor the Recipient may sell any shares of the Company’s Common Stock to satisfy any Tax Obligations except in compliance with the Company’s xxxxxxx xxxxxxx policies and requirements and applicable laws; provided further, that the Recipient acknowledges that the exact date of issuance of the Underlying Shares shall be at the sole and exclusive discretion of the Company in accordance with this Section 3. The form of such issuance (e.g., a stock certificate or electronic entry evidencing such Underlying Shares) shall be determined by the Company.

Issuance of Underlying Shares. (a) With respect to any RSUs PSUs that become vested RSUs PSUs pursuant to Section 22 and Appendix A, subject to Sections 5, 6 and 89, the Company shall issue to the Recipient, on or as soon as practicable following the applicable vesting date Determination Date (as specified on the cover page hereof with respect to any RSUs that become vested pursuant to Section 2(a)(1) and as specified defined in Section 2(a)(2) with respect to any RSUs that become vested pursuant to Section 2(a)(2), if applicableAppendix A), the number of Underlying Shares equal to the number of RSUs PSUs vesting on such Determination Date. (b) Notwithstanding the foregoing, if: (i) this Award is otherwise subject to Tax Obligations (as described in Section 6) on such vesting date, provided that, if the , (ii) such vesting date of any portion of the RSUs shall occur occurs during either a regularly scheduled or special “blackout period” of the Company applicable to the Recipient or on any other date wherein Recipient is precluded from selling shares of Common Stock on an established stock exchange or stock market (any such blackout period or date, the “Blackout Period”), and (iii) the Company elects, prior to such vesting date, not to satisfy such Tax Obligations by (x) withholding shares of Common Stock from the Underlying Shares otherwise issuable with respect to such vesting date, (y) permitting the Recipient to enter into a “same day sale” commitment with a broker-dealer pursuant to Section 6 (including, but not limited to, under a previously established 10b5-1 trading plan entered into in compliance with the Company’s Common Stockpolicies), and (z) permitting the receipt Recipient to pay such Tax Obligations in cash (including by withholding from the Recipient’s wages or any other cash compensation otherwise payable to the Recipient by the Company or an Affiliate), then the delivery of the corresponding Underlying Shares otherwise issuable with respect to such vesting date pursuant to this Agreement shall will be deferred until after the expiration of such blackout period, unless and such Underlying Shares are covered by a previously established Company-approved 10b5-1 plan of the Recipient, in which case the Underlying Shares shall be issued in accordance with the terms of such 10b5-1 plan. The Underlying Shares the receipt of which was deferred as provided above shall will be issued to the Recipient as soon as practicable after the expiration of the blackout periodBlackout Period. Notwithstanding the above, subject to Section 8, (i) in no event may the such Underlying Shares with respect to any RSUs that become vested pursuant to Section 2(a)(1) be issued to the Recipient later than the later of: : (ai) December 31st of the calendar year in which such vesting date occurs, or (bii) if such later issuance would not subject the Recipient to adverse tax consequences under Section 409A of the Code, by the fifteenth (15th) day of the third calendar month following such vesting date, and (ii) in no event may the Underlying Shares with respect to any RSUs that become vested pursuant to Section 2(a)(2) be issued to the Recipient later than the 90th day following the Recipient’s Separation from Service; provided that the Recipient acknowledges and agrees that if the such Underlying Shares are issued to the Recipient pursuant to this sentence Section 3 while either a regularly scheduled or special “blackout period” Blackout Period is still in effect with respect to the Company or the Recipienteffect, neither the Company nor the Recipient may sell any shares of the Company’s Common Stock to satisfy any Tax Obligations Obligations, except in compliance with the Company’s xxxxxxx xxxxxxx policies and requirements and applicable laws. . (c) The form of such issuance of any Underlying Shares (e.g., a stock certificate or electronic entry evidencing such Underlying Shares) shall be determined by the Company.

Issuance of Underlying Shares. With respect to any RSUs that become vested RSUs pursuant to Section 2, subject to Sections 5, 6 and 8, the Company shall issue to the Recipient, as soon as practicable following the applicable vesting date (as specified on the cover page hereof Exhibit A with respect to any RSUs that become vested pursuant to Section 2(a)(1) and as specified in Section 2(a)(2) with respect to any RSUs that become vested pursuant to Section 2(a)(2), if applicable), the number of Underlying Shares equal to the number of RSUs vesting on such vesting date, provided that, if the vesting date of any portion of the RSUs shall occur during either a regularly scheduled or special “blackout period” of the Company wherein Recipient is precluded from selling shares of the Company’s Common Stock, the receipt of the corresponding Underlying Shares issuable with respect to such vesting date pursuant to this Agreement shall be deferred until after the expiration of such blackout period, unless such Underlying Shares are covered by a previously established Company-approved 10b5-1 plan of the Recipient, in which case the Underlying Shares shall be issued in accordance with the terms of such 10b5-1 plan. The Underlying Shares the receipt of which was deferred as provided above shall be issued to Recipient as soon as practicable after the expiration of the blackout period. Notwithstanding the above, subject to Section 8, (i) in no event may the Underlying Shares with respect to any RSUs that become vested pursuant to Section 2(a)(1) be issued to the Recipient later than the later of: (a) December 31st of the calendar year in which vesting occurs, or (b) the fifteenth (15th) day of the third calendar month following such vesting date, and (ii) in no event may the Underlying Shares with respect to any RSUs that become vested pursuant to Section 2(a)(2) be issued to the Recipient later than the 90th day following the Recipient’s Separation from Service; provided that the Recipient acknowledges and agrees that if the Underlying Shares are issued to the Recipient pursuant to this sentence while either a regularly scheduled or special “blackout period” is still in effect with respect to the Company or the Recipient, neither the Company nor the Recipient may sell any shares of the Company’s Common Stock to satisfy any Tax Obligations except in compliance with the Company’s xxxxxxx xxxxxxx policies and requirements and applicable laws. The form of such issuance (e.g., a stock certificate or electronic entry evidencing such Underlying Shares) shall be determined by the Company.

Issuance of Underlying Shares. (a) With respect to any RSUs that become vested RSUs pursuant to Section 2, subject to Sections 5, 6 and 89, the Company shall issue to the Recipient, on or as soon as practicable following the applicable vesting date (as specified on the cover page hereof with respect to any RSUs that become vested pursuant to Section 2(a)(1) and as specified in Section 2(a)(2) with respect to any RSUs that become vested pursuant to Section 2(a)(2), if applicable)the Notice, the number of Underlying Shares equal to the number of RSUs vesting on such vesting date. (b) Notwithstanding the foregoing, provided that, if the if: (i) this Award is otherwise subject to Tax Obligations (as described in Section 6) on such vesting date, (ii) such vesting date of any portion of the RSUs shall occur occurs during either a regularly scheduled or special “blackout period” of the Company applicable to the Recipient or on any other date wherein Recipient is precluded from selling shares of Common Stock on an established stock exchange or stock market (any such blackout period or date, the “Blackout Period”), and (iii) the Company elects, prior to such vesting date, not to satisfy such Tax Obligations by (x) withholding shares of Common Stock from the Underlying Shares otherwise issuable with respect to such vesting date, (y) permitting the Recipient to enter into a “same day sale” commitment with a broker-dealer pursuant to Section 6 (including, but not limited to, under a previously established 10b5-1 trading plan entered into in compliance with the Company’s Common Stockpolicies), and (z) permitting the receipt Recipient to pay such Tax Obligations in cash (including by withholding from the Recipient’s wages or any other cash compensation otherwise payable to the Recipient by the Company or an Affiliate), then the delivery of the corresponding Underlying Shares otherwise issuable with respect to such vesting date pursuant to this Agreement shall will be deferred until after the expiration of such blackout period, unless and such Underlying Shares are covered by a previously established Company-approved 10b5-1 plan of the Recipient, in which case the Underlying Shares shall be issued in accordance with the terms of such 10b5-1 plan. The Underlying Shares the receipt of which was deferred as provided above shall will be issued to the Recipient as soon as practicable after the expiration of the blackout periodBlackout Period. Notwithstanding the above, subject to Section 8, (i) in no event may the such Underlying Shares with respect to any RSUs that become vested pursuant to Section 2(a)(1) be issued to the Recipient later than the later of: : (ai) December 31st of the calendar year in which such vesting date occurs, or (bii) if such later issuance would not subject the Recipient to adverse tax consequences under Section 409A of the Code, by the fifteenth (15th) day of the third calendar month following such vesting date, and (ii) in no event may the Underlying Shares with respect to any RSUs that become vested pursuant to Section 2(a)(2) be issued to the Recipient later than the 90th day following the Recipient’s Separation from Service; provided that the Recipient acknowledges and agrees that if the such Underlying Shares are issued to the Recipient pursuant to this sentence Section 3 while either a regularly scheduled or special “blackout period” Blackout Period is still in effect with respect to the Company or the Recipienteffect, neither the Company nor the Recipient may sell any shares of the Company’s Common Stock to satisfy any Tax Obligations Obligations, except in compliance with the Company’s xxxxxxx xxxxxxx policies and requirements and applicable laws. . (c) The form of such issuance of any Underlying Shares (e.g., a stock certificate or electronic entry evidencing such Underlying Shares) shall be determined by the Company.

Issuance of Underlying Shares. With respect The shares of Class A common stock that vest under the restricted stock unit or performance share unit component of the Multi-Year Award, the restricted stock unit component of the Stub Period Equity Award made to any RSUs that become vested RSUs the Executive pursuant to Section 2, 4(d) or the restricted stock unit component of the Special Retention Equity Award made to the Executive pursuant to Section 4(e) will be subject to Sections 5the following limitations on issuance: (i) No shares of Class A common stock subject to a performance-vesting condition will be issued until the completion of the applicable performance period. Following the completion of the performance period, 6 there will be determined the maximum number of shares of Class A common stock (if any) issuable under the award based on the levels at which the applicable performance goals have in fact been attained and 8assuming the Executive had continued in the Company’s employ through the completion of the applicable vesting schedule. Any shares of Class A common stock in which the Executive is, upon the Company completion of the performance period, vested on the basis of the attained level of the applicable performance goals and his satisfaction of the applicable service-vesting requirements through that date shall issue to the Recipient, be issued as soon as reasonably practicable following the applicable vesting date (as specified on the cover page hereof with respect to any RSUs that become vested pursuant to Section 2(a)(1) and as specified in Section 2(a)(2) with respect to any RSUs that become vested pursuant to Section 2(a)(2), if applicable), the number of Underlying Shares equal to the number of RSUs vesting on such vesting date, provided that, if the vesting completion date of any portion of the RSUs shall occur during either a regularly scheduled or special “blackout period” of the Company wherein Recipient is precluded from selling shares of the Company’s Common Stock, the receipt of the corresponding Underlying Shares issuable with respect to such vesting date pursuant to this Agreement shall be deferred until after the expiration of such blackout performance period, unless such Underlying Shares are covered by a previously established Company-approved 10b5-1 plan of the Recipient, in which case the Underlying Shares shall be issued in accordance with the terms of such 10b5-1 plan. The Underlying Shares the receipt of which was deferred as provided above shall be issued to Recipient as soon as practicable after the expiration of the blackout period. Notwithstanding the above, subject to Section 8, (i) but in no event may the Underlying Shares with respect to any RSUs that become vested pursuant to Section 2(a)(1) be issued to the Recipient later than the later of: (a) December 31st close of the calendar year in which that performance period ends, unless a further delay in issuance is required pursuant to Section 13(d) of this Amended and Restated Agreement. Should the Executive’s employment terminate prior to the completion date of the applicable performance period under circumstances entitling the Executive to a service-vesting occurscredit under Section 4(f), Section 4(g), Section 4(h) or Section 4(j) of this Amended and Restated Agreement, then any shares of Class A common stock in which the Executive subsequently vests upon the attainment of the applicable performance goal or goals and such service-vesting credit shall be issued to the Executive, provided he has satisfied the applicable Required Release requirements of Section 8(b), as soon as reasonably practicable after the completion date of the applicable performance period, but in no event later than the later of the (A) the close of the calendar year in which such performance period ends or (bB) the fifteenth (15th) day of the third calendar month following such vesting completion date, unless a further delay in issuance is required pursuant to Section 13(d) of this Amended and Restated Agreement. (ii) Any shares of Class A common stock not otherwise at the time subject to a performance-vesting condition in no event may which the Underlying Shares Executive vests by reason of the service-vesting credit provided under Section 4(f), Section 4(g), Section 4(h) or Section 4(j) of this Amended and Restated Agreement in connection with respect his termination of employment shall be issued on the third (3rd) business day, within the sixty (60)-day period following the date of Executive’s Separation from Service due to such termination, on which the Required Release under Section 8(b) is effective and enforceable following the expiration of any RSUs applicable revocation period in effect for that become vested Release. However, should such sixty (60)-day period span two taxable years, then the issuance shall not be effected until the end of such sixty (60)-day period, provided the Required Release is effective and enforceable at that time. Should the service-vesting credit under Section 4(f), Section 4(g) or Section 4(h) be provided in connection with the termination of the Executive’s employment by reason of death, then any shares of Class A common stock that vest at the time of such termination by reason of such credit shall be issued not later than the fifteenth day of the third calendar month following the date of such termination, unless a further delay in issuance is required pursuant to Section 2(a)(213(d) of this Amended and Restated Employment Agreement. (iii) Should the Executive’s employment terminate prior to vesting in any of the shares of Class A common stock (after taking into account the vesting acceleration provisions of this Amended and Restated Agreement) or should the applicable performance goal or goals for the award not be attained, then the Executive shall not be issued to any shares of Class A common stock or other consideration under such award. (iv) For purposes of Section 409A of the Recipient later than the 90th day following the Recipient’s Separation from Service; provided that the Recipient acknowledges and agrees that if the Underlying Shares are issued to the Recipient pursuant to this sentence while either a regularly scheduled or special “blackout period” is still in effect with respect to the Company or the RecipientCode, neither the Company nor the Recipient may sell any each installment issuance of shares of the Company’s Common Stock Class A common stock to satisfy any Tax Obligations except in compliance with which the Company’s xxxxxxx xxxxxxx policies and requirements and applicable laws. The form of such issuance (e.g.Executive may become entitled under the Multi-Year Equity Award, a stock certificate the Stub-Period Equity Award or electronic entry evidencing such Underlying Shares) Special Retention Equity Award shall be determined by treated as a right to a separate payment. In no event shall the CompanyRequired Release requirements of Section 8 provide the Executive with right to determine the taxable year of the payments or issuances conditioned upon that release.