Common use of Payment Upon Vesting Clause in Contracts

Payment Upon Vesting. 4.1. As soon as administratively practicable following the vesting of any RSUs pursuant to Section 3 hereof, but in no event later than sixty (60) days after such vesting date (for the avoidance of doubt, this deadline is intended to comply with the “short-term deferral” exemption from Section 409A of the Code), the Company shall deliver to the Grantee (or any transferee permitted under Section 5 hereof) a number of shares of Common Stock (the “Shares”), either by delivering one or more certificates for such shares or by entering such Shares in book entry form, as determined by the Company in its sole discretion, equal to the number of RSUs subject to this award that vest on the applicable vesting date, unless such RSUs terminate prior to the given vesting date pursuant to Section 3 hereof. 4.2. Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to require payment by the Grantee of any sums required by applicable law to be withheld with respect to the grant of RSUs or the issuance of Shares. Such payment shall be made by deduction from other compensation payable to the Grantee or in such other form of consideration acceptable to the Company which may, in the sole discretion of the Committee, include: (a) cash or check; (b) surrender of Shares (including, without limitation, shares otherwise issuable under the RSUs) held for such period of time as may be required by the Committee in order to avoid adverse accounting consequences and having a Fair Market Value on the date of delivery equal to the minimum amount required to be withheld by statute; or (c) other property acceptable to the Committee (including, without limitation, through the delivery of a notice that the Grantee has placed a market sell order with a broker with respect to Shares then issuable under the RSUs, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of its withholding obligations; provided that payment of such proceeds is then made to the Company at such time as may be required by the Company, but in any event not later than the settlement of such sale). The Company shall not be obligated to deliver any new certificate representing Shares to the Grantee or the Grantee’s legal representative or enter such share in book entry form unless and until the Grantee or the Grantee’s legal representative shall have paid or otherwise satisfied in full the amount of all federal, state, local or foreign taxes applicable to the taxable income of the Grantee resulting from the grant or vesting of the RSUs or the issuance of shares.

Appears in 9 contracts

Samples: Restricted Stock Unit Award Agreement (Signing Day Sports, Inc.), Restricted Stock Unit Award Agreement (Cardiff Lexington Corp), Restricted Stock Unit Award Agreement (Signing Day Sports, Inc.)

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Payment Upon Vesting. 4.1. (a) As soon as administratively practicable following the vesting of any RSUs Restricted Stock Units pursuant to Section 3 2.3 hereof, but in no event later than sixty (60) days after such vesting date (for the avoidance of doubt, this deadline is intended to comply with the “short-term deferral” exemption from Section 409A of the Code), the Company shall deliver to the Grantee Participant (or any transferee permitted under Section 5 3.2 hereof) a number of shares of Common Stock Shares (the “Shares”), either by delivering one or more certificates for such shares or by entering such Shares shares in book entry form, as determined by the Company in its sole discretion, ) equal to the number of RSUs Restricted Stock Units subject to this award that vest on the applicable vesting date, unless such RSUs Restricted Stock Units terminate prior to the given vesting date pursuant to Section 3 2.5 hereof. Notwithstanding the foregoing, in the event Shares cannot be issued pursuant to Section 2.7(a), (b) or (c) hereof, then the Shares shall be issued pursuant to the preceding sentence as soon as administratively practicable after the Administrator determines that Shares can again be issued in accordance with Sections 2.7(a), (b) or (c) hereof. 4.2. (b) Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to require payment by the Grantee Participant of any sums required by applicable law to be withheld with respect to the grant of RSUs or the issuance of Shares. Such payment shall be made by deduction from other compensation payable to the Grantee Participant or in such other form of consideration acceptable to the Company which may, in the sole discretion of the CommitteeAdministrator, include: (ai) cash Cash or check; (bii) surrender Surrender of Shares (including, without limitation, shares Shares otherwise issuable under the RSUs) held for such period of time as may be required by the Committee Administrator in order to avoid adverse accounting consequences and having a Fair Market Value on the date of delivery equal to the minimum amount required to be withheld by statute; or (ciii) other Other property acceptable to the Committee Administrator (including, without limitation, through the delivery of a notice that the Grantee Participant has placed a market sell order with a broker with respect to Shares then issuable under the RSUs, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of its withholding obligations; provided that payment of such proceeds is then made to the Company at such time as may be required by the Company, but in any event not later than the settlement of such sale). The Company shall not be obligated to deliver any new certificate representing Shares to the Grantee or the Grantee’s legal representative or enter such share in book entry form unless and until the Grantee or the Grantee’s legal representative shall have paid or otherwise satisfied in full the amount of all federal, state, local or foreign taxes applicable to the taxable income of the Grantee resulting from the grant or vesting of the RSUs or the issuance of shares.

Appears in 1 contract

Samples: Employment and Non Competition Agreement (ASGN Inc)

Payment Upon Vesting. 4.1. As soon as administratively practicable following the vesting of any RSUs pursuant to Section 3 hereof, but in no event later than sixty (60) days after such vesting date (for the avoidance of doubt, this deadline is intended to comply with the “short-term deferral” exemption from Section 409A of the Code), the Company shall deliver issue or transfer to the Grantee (or any transferee permitted under Section 5 hereof) a number of shares of Common Stock Class B Ordinary Shares (the “Shares”), either by delivering one or more certificates for such shares or by entering such Shares in book entry form, as determined by the Company in its sole discretion, equal to the number of RSUs subject to this award that vest on the applicable vesting date, unless such RSUs terminate prior to the given vesting date pursuant to Section 3 hereof. 4.2. Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to require payment by the Grantee of any sums required by applicable law to be withheld with respect to the grant of RSUs or the issuance of Shares. Such payment shall be made by deduction from other compensation payable to the Grantee or in such other form of consideration acceptable to the Company which may, in the sole discretion of the Committee, include: (a) cash or check; (b) surrender of Shares (including, without limitation, shares otherwise issuable under the RSUs) held for such period of time as may be required by the Committee in order to avoid adverse accounting consequences and having a Fair Market Value on the date of delivery equal to the minimum amount required to be withheld by statute; or (c) other property acceptable to the Committee (including, without limitation, through the delivery of a notice that the Grantee has placed a market sell order with a broker with respect to Shares then issuable under the RSUs, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of its withholding obligations; provided that payment of such proceeds is then made to the Company at such time as may be required by the Company, but in any event not later than the settlement of such sale). The Company shall not be obligated to deliver any new certificate representing Shares to the Grantee or the Grantee’s legal representative or enter such share in book entry form unless and until the Grantee or the Grantee’s legal representative shall have paid or otherwise satisfied in full the amount of all Irish, U.S. federal, state, local or foreign taxes applicable to the taxable income of the Grantee resulting from the grant or vesting of the RSUs or the issuance of shares.

Appears in 1 contract

Samples: Restricted Share Unit Award Agreement (Brera Holdings PLC)

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Payment Upon Vesting. 4.1. As soon as administratively practicable following the vesting of any RSUs pursuant to Section 3 hereof, but in no event later than sixty (60) days after such vesting date (for the avoidance of doubt, this deadline is intended to comply with the “short-term deferral” exemption from Section 409A of the Code), the Company shall deliver issue or transfer to the Grantee (or any transferee permitted under Section 5 hereof) a number of shares of Class B Common Stock Shares (the “Shares”), either by (i) entering the name of the Grantee in the register of members of the Company and delivering one or more certificates for such shares or (ii) by entering such Shares in book entry form, as determined by the Company in its sole discretion, equal to the number of RSUs subject to this award that vest on the applicable vesting date, unless such RSUs terminate prior to the given vesting date pursuant to Section 3 hereof. 4.2. Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to require payment by the Grantee of any sums required by applicable law to be withheld with respect to the grant of RSUs or the issuance of Shares. Such payment shall be made by deduction from other compensation payable to the Grantee or in such other form of consideration acceptable to the Company which may, in the sole discretion of the Committee, include: (a) cash or check; (b) surrender of Shares (including, without limitation, shares otherwise issuable under the RSUs) held for such period of time as may be required by the Committee in order to avoid adverse accounting consequences and having a Fair Market Value on the date of delivery equal to the minimum amount required to be withheld by statute; or (c) other property acceptable to the Committee (including, without limitation, through the delivery of a notice that the Grantee has placed a market sell order with a broker with respect to Shares then issuable under the RSUs, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of its withholding obligations; provided that payment of such proceeds is then made to the Company at such time as may be required by the Company, but in any event not later than the settlement of such sale). The Company shall not be obligated to deliver any new certificate representing Shares to the Grantee or the Grantee’s legal representative or enter such share in book entry form unless and until the Grantee or the Grantee’s legal representative shall have paid or otherwise satisfied in full the amount of all Irish, U.S. federal, state, local or foreign taxes applicable to the taxable income of the Grantee resulting from the grant or vesting of the RSUs or the issuance of shares.

Appears in 1 contract

Samples: Restricted Share Unit Award Agreement (RoyaLand Co Ltd.)

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