Common use of Restrictions on Exercise and Delivery Clause in Contracts

Restrictions on Exercise and Delivery. The exercise of each Option shall be subject to the condition that, if at any time the Committee shall determine, in its sole and absolute discretion, (a) the satisfaction of any withholding tax or other withholding liabilities, is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of Stock pursuant thereto, (b) the listing, registration, or qualification of any shares deliverable upon such exercise is desirable or necessary, under any state or federal law, as a condition of, or in connection with, such exercise or the delivery or purchase of shares pursuant thereto, or (c) the consent or approval of any regulatory body is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of shares pursuant thereto, then in any such event, such exercise shall not be effective unless such withholding, listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee. Optionee shall execute such documents and take such other actions as are required by the Committee to enable it to effect or obtain such withholding, listing, registration, qualification, consent or approval. Neither the Corporation nor any officer or director, or member of the Committee, shall have any liability with respect to the non-issuance or failure to sell shares as the result of any suspensions of exercisability imposed pursuant to this Section.

Restrictions on Exercise and Delivery. The exercise of each the Option shall be subject to the condition that, if at any time the Committee Board shall determine, in its sole and absolute discretion, (a) a. the satisfaction of any withholding tax or other withholding liabilities, is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of Common Stock pursuant thereto, (b) b. the listing, registration, or qualification of any shares Common Stock deliverable upon such exercise is desirable or necessary, under any state or federal law, as a condition of, or in connection with, such exercise or the delivery or purchase of shares Common Stock pursuant thereto, or (c) c. the consent or approval of any regulatory body is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of shares Common Stock pursuant thereto, then in any such event, such exercise shall not be effective unless such withholding, listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the CommitteeBoard. Optionee shall execute such documents and take such other actions as are required by the Committee Board to enable it to effect or obtain such withholding, listing, registration, qualification, consent or approval. Neither the Corporation Company nor any officer or director, or member of the CommitteeBoard (or a committee thereof), shall have any liability with respect to the non-issuance or failure to sell shares as the result of any suspensions of exercisability imposed pursuant to this Section.

Restrictions on Exercise and Delivery. The exercise of each Option shall be subject to the condition that, if at any time the Committee shall determine, in its sole and absolute discretion, (a1) the satisfaction of any withholding tax or other withholding liabilities, is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of Stock pursuant thereto, (b2) the listing, registration, or qualification of any shares deliverable upon such exercise is desirable or necessary, under any state or federal law, as a condition of, or in connection with, such exercise or the delivery or purchase of shares pursuant thereto, or (c3) the consent or approval of any regulatory body is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of shares pursuant thereto, then in any such event, such exercise shall not be effective unless such withholdingwith-holding, listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee. Optionee shall execute such documents and take such other actions as are required by the Committee to enable it to effect or obtain such withholding, listing, registration, qualification, consent or approval. Neither the Corporation nor any officer or director, or member of the Committee, shall have any liability with respect to the non-issuance or failure to sell shares as the result of any suspensions of exercisability imposed pursuant to this Section.

Restrictions on Exercise and Delivery. The exercise of each Option this Option, in whole or in part, shall be subject to the condition that, if at any time the Committee Board of Directors or the Compensation Committee, shall determine, in its sole and absolute discretion, (a) the satisfaction of any withholding tax or other withholding liabilities, is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of Stock pursuant thereto, (b) the listing, registration, or qualification of any shares deliverable upon such exercise is desirable or necessary, under any state or federal law, as a condition of, or in connection with, such exercise or the delivery or purchase of shares pursuant thereto, or (c) the consent or approval of any regulatory body is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of shares pursuant thereto, then in any such event, such exercise shall not be effective unless such withholding, listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the CommitteeBoard of Directors or its compensation committee. Optionee shall execute such documents and take such other actions as are required by the Board of Directors or the Compensation Committee to enable it to effect or obtain such withholding, listing, registration, qualification, consent or approval. Neither the Corporation Company nor any officer or director, or member of the Board of Directors or the Compensation Committee, shall have any liability with respect to the non-issuance or failure to sell shares as the result of any suspensions of exercisability imposed pursuant to this Section.

Restrictions on Exercise and Delivery. The exercise of each Option shall be subject to the condition that, if at any time the Committee Board shall determine, in its sole and absolute discretion, (a) a. the satisfaction of any withholding tax or other withholding liabilities, is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of Stock pursuant thereto, (b) b. the listing, registration, or qualification of any shares deliverable upon such exercise is desirable or necessary, under any state or federal law, as a condition of, or in connection with, such exercise or the delivery or purchase of shares pursuant thereto, or (c) c. the consent or approval of any regulatory body is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of shares pursuant thereto, then in any such event, such exercise shall not be effective unless such withholding, listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the CommitteeBoard. Optionee shall execute such documents and take such other actions as are required by the Committee Board to enable it to effect or obtain such withholding, listing, registration, qualification, consent or approval. Neither the Corporation Company nor any officer or director, or member of the Board or the Committee, shall have any liability with respect to the non-issuance or failure to sell shares as the result of any suspensions of exercisability imposed pursuant to this Section.

Restrictions on Exercise and Delivery. The exercise of each this Option shall be subject to the condition that, if at any time the Committee Corporation shall determine, in its sole and absolute discretion, (a) the satisfaction of any withholding tax or other withholding liabilities, liabilities is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of Stock shares pursuant thereto, (b) the listing, registration, or qualification of any shares deliverable upon such exercise is desirable or necessary, under any state or federal law, as a condition of, or in connection with, such exercise or the delivery or purchase of shares pursuant thereto, or (c) the consent or approval of any regulatory body is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of shares pursuant thereto, then in any such event, such exercise shall not be effective unless such withholding, listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions con ditions not acceptable to the CommitteeCorporation. Optionee shall execute such documents and take such other actions as are required by the Committee Corporation to enable it to effect or obtain such withholding, listing, registration, qualification, consent or approval. Neither the Corporation nor any officer or director, or member of the Committee, director thereof shall have any liability with respect to the non-issuance or failure to sell shares as the result of any suspensions of exercisability imposed pursuant to this Section.

Restrictions on Exercise and Delivery. The exercise Exercise of each Option the Option, or any portion thereof, shall be subject to the condition that, if at any time conditions set forth below as determined by the Committee shall determine, in its sole and absolute discretion,: (a) the satisfaction of any withholding tax or other withholding liabilities, is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of Stock Shares pursuant thereto, (b) the listing, registration, or qualification of any shares Shares deliverable upon such exercise is desirable or necessary, under any state or federal law, as a condition of, or in connection with, such exercise or the delivery or purchase of shares Shares pursuant thereto, or (c) the consent or approval of any regulatory body is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of shares any Shares pursuant thereto, then in any such event, such exercise shall not be effective unless such withholding, listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee. Optionee shall execute such documents and take such other actions as are required by the Committee to enable it to effect or obtain such withholding, listing, registration, qualification, consent or approval. Neither the Corporation Company nor any officer or director, or member of the Committee, shall have any liability with respect to the non-issuance of any portion of the Shares on exercise or failure to sell shares any Shares as the result of any suspensions of exercisability imposed pursuant to this Section.

Restrictions on Exercise and Delivery. The exercise of each Option the Options shall be subject to the condition that, if at any time the Committee Board shall determine, in its sole and absolute discretion, (a) a. the satisfaction of any withholding tax or other withholding liabilities, is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of Common Stock pursuant thereto, (b) b. the listing, registration, or qualification of any shares Common Stock deliverable upon such exercise is desirable or necessary, under any state or federal law, as a condition of, or in connection with, such exercise or the delivery or purchase of shares Common Stock pursuant thereto, or (c) c. the consent or approval of any regulatory body is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of shares Common Stock pursuant thereto, then in any such event, such exercise shall not be effective unless such withholding, listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the CommitteeBoard. Optionee shall execute such documents and take such other actions as are required by the Committee Board to enable it to effect or obtain such withholding, listing, registration, qualification, consent or approval. Neither the Corporation Company nor any officer or director, or member of the CommitteeBoard (or a committee thereof), shall have any liability with respect to the non-issuance or failure to sell shares as the result of any suspensions of exercisability imposed pursuant to this Section.

Restrictions on Exercise and Delivery. The exercise of each Option shall be subject to the condition that, if at any time the Committee shall determine, in its sole and absolute discretion, (a) the satisfaction of any withholding tax or other withholding liabilities, is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of Stock pursuant thereto, (b) the listing, registration, or qualification of any shares deliverable upon such exercise is desirable or necessary, under any state or federal law, as a condition of, or in connection with, such exercise or the delivery or purchase of shares pursuant thereto, or (c) the consent or approval of any regulatory body is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of shares pursuant thereto, then Then, in any such event, such exercise shall not be effective unless such withholding, listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee. Optionee shall execute such documents and take such other actions as are required by the Committee to enable it to effect or obtain such withholding, listing, registration, qualification, consent or approval. Neither the Corporation nor any officer or director, or member of the Committee, shall have any liability with respect to the non-issuance or failure to sell shares as the result of any suspensions of exercisability imposed pursuant to this Section.

Restrictions on Exercise and Delivery. The exercise of each the Renewal Option shall be subject to the condition that, if at any time the Committee Board shall determine, in its sole and absolute discretion, (a) a. the satisfaction of any withholding tax or other withholding liabilities, is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of Common Stock pursuant thereto, (b) b. the listing, registration, or qualification of any shares Common Stock deliverable upon such exercise is desirable or necessary, under any state or federal law, as a condition of, or in connection with, such exercise or the delivery or purchase of shares Common Stock pursuant thereto, or (c) c. the consent or approval of any regulatory body is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of shares Common Stock pursuant thereto, then in any such event, such exercise shall not be effective unless such withholding, listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the CommitteeBoard. Optionee shall execute such documents and take such other actions as are required by the Committee Board to enable it to effect or obtain such withholding, listing, registration, qualification, consent or approval. Neither the Corporation Company nor any officer or director, or member of the CommitteeBoard (or a committee thereof), shall have any liability with respect to the non-issuance or failure to sell shares as the result of any suspensions of exercisability imposed pursuant to this Section.

Restrictions on Exercise and Delivery. The exercise Exercise of each Option the Option, or any portion thereof, shall be subject to the condition that, if at any time conditions set forth below as determined by the Committee shall determine, Board in its sole and absolute discretion,: (a) the satisfaction of any withholding tax or other withholding liabilities, is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of Stock Shares pursuant thereto, (b) the listing, registration, or qualification of any shares Shares deliverable upon such exercise is desirable or necessary, under any state or federal law, as a condition of, or in connection with, such exercise or the delivery or purchase of shares Shares pursuant thereto, or (c) the consent or approval of any regulatory body is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of shares any Shares pursuant thereto, then in any such event, such exercise shall not be effective unless such withholding, listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the CommitteeBoard. Optionee shall execute such documents and take such other actions as are required by the Committee Board to enable it to effect or obtain such withholding, listing, registration, qualification, consent or approval. Neither the Corporation Company nor any officer or director, or member of the CommitteeBoard, shall have any liability with respect to the non-issuance of any portion of the Shares on exercise or failure to sell shares any Shares as the result of any suspensions of exercisability imposed pursuant to this Section.

Restrictions on Exercise and Delivery. The exercise of each the Option shall be subject to the condition that, if at any time the Committee Company shall determine, in its sole and absolute discretion, (a) the satisfaction of any withholding tax or other withholding liabilities, is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of Stock pursuant thereto, (b) the listing, registration, or qualification of any shares deliverable upon such exercise is desirable or necessary, under any state or federal law, as a condition of, or in connection with, such exercise or the delivery or purchase of shares pursuant thereto, or, (c) the consent or approval of any regulatory body is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of shares pursuant thereto, or (d) in the case of any assignee, appropriate investment representations. then in any such event, such exercise shall not be effective unless such withholding, listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the CommitteeCompany. Optionee shall execute such documents and take such other actions as are required by the Committee Company to enable it him to effect or obtain such withholding, listing, registration, qualification, consent or approval. Neither the Corporation Company nor any officer or director, or member of the CommitteeCompany’s Board of Directors, shall have any liability with respect to the non-issuance or failure to sell shares as the result of any suspensions of exercisability imposed pursuant to this Section.

Restrictions on Exercise and Delivery. The exercise Exercise of each Option the Option, or any portion thereof, shall be subject to the condition that, if at any time conditions set forth below as determined by the Committee shall determine, Board in its sole and absolute discretion,: (a) the satisfaction of any withholding tax or other withholding liabilities, is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of Stock Shares pursuant thereto, (b) the listing, registration, or qualification of any shares Shares deliverable upon such exercise is desirable or necessary, under any state or federal law, as a condition of, or in connection with, such exercise or the delivery or purchase of shares Shares pursuant thereto, or (c) the consent or approval of any regulatory body is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of shares any Shares pursuant thereto, then in any such event, such exercise shall not be effective unless such withholding, listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the CommitteeBoard . Optionee shall execute such documents and take such other actions as are required by the Committee Board to enable it to effect or obtain such withholding, listing, registration, qualification, consent or approval. Neither the Corporation Company nor any officer or director, or member of the CommitteeBoard , shall have any liability with respect to the non-issuance of any portion of the Shares on exercise or failure to sell shares any Shares as the result of any suspensions of exercisability imposed pursuant to this Section.

Restrictions on Exercise and Delivery. The exercise of each this Option shall be subject to the condition that, if at any time the Committee Board of Directors shall determine, in its sole and absolute discretion, (a) the satisfaction of any withholding tax or other withholding liabilities, is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of Stock stock pursuant thereto, (b) the listing, registration, or qualification of any shares deliverable upon such exercise is desirable or necessary, under any state or federal law, as a condition of, or in connection with, such exercise or the delivery or purchase of shares pursuant thereto, or (c) the consent or approval of any regulatory body is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of shares pursuant thereto, then in any such event, such exercise shall not be effective unless such withholding, listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the CommitteeBoard of Directors. The Optionee shall execute such documents and take such other actions as are required by the Committee Board of Directors to enable it to effect or obtain such withholding, listing, registration, qualification, consent or approval. Neither the Corporation nor any officer or director, or member of the CommitteeBoard, shall have any liability with respect to the non-issuance or failure to sell shares as the result of any suspensions of exercisability imposed pursuant to this Section.

Restrictions on Exercise and Delivery. The exercise of each Option shall be subject to the condition that, if at any time the Board of Directors or Committee administering the Plan (the “Committee”) shall determine, in its sole and absolute discretion, (a) the satisfaction of any withholding tax or other withholding liabilities, is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of Stock pursuant thereto, (b) the listing, registration, or qualification of any shares deliverable upon such exercise is desirable or necessary, under any state or federal law, as a condition of, or in connection with, such exercise or the delivery or purchase of shares pursuant thereto, or (c) the consent or approval of any regulatory body is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of shares pursuant thereto, then in any such event, such exercise shall not be effective unless such withholding, listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee. Optionee shall execute such documents and take such other actions as are required by the Committee to enable it to effect or obtain such withholding, listing, registration, qualification, consent or approval. Neither the Corporation nor any officer or director, or member of the Committee, shall have any liability with respect to the non-issuance or failure to sell shares as the result of any suspensions of exercisability imposed pursuant to this Section.

Restrictions on Exercise and Delivery. The exercise of each the Option shall be subject to the condition that, if at any time the Committee Board shall determine, in its sole and absolute discretion, (a) the satisfaction of any withholding tax or other withholding liabilities, is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of Stock Option Shares pursuant thereto, (b) the listing, registration, or qualification of any shares Option Shares deliverable upon such exercise is desirable or necessary, under any state or federal law, as a condition of, or in connection with, such exercise or the delivery or purchase of shares Option Shares pursuant thereto, or (c) the consent or approval of any regulatory body is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of shares Option Shares pursuant thereto, then in any such event, such exercise shall not be effective unless such withholding, listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the CommitteeBoard. Optionee Xxxxxxxx shall execute such documents and take such other actions as are required by the Committee Board to enable it to effect or obtain such withholding, listing, registration, qualification, consent or approval. Neither the Corporation nor any officer or director, or member of the CommitteeBoard (or a committee thereof), shall have any liability with respect to the non-issuance or failure to sell shares as the result of any suspensions of exercisability imposed pursuant to this Section.

Restrictions on Exercise and Delivery. The Any exercise of each the Option shall be subject to the condition that, if at any time the Committee Company shall determine, in its sole and absolute discretion, (a) 5.1. the satisfaction of any withholding tax or other withholding liabilities, liabilities is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of Stock Shares pursuant thereto, (b) 5.2. the listing, registration, or qualification of any shares Shares deliverable upon such exercise is desirable or necessary, under any state or federal law, as a condition of, or in connection with, such exercise or the delivery or purchase of shares Shares pursuant thereto, or (c) 5.3. the consent or approval of any regulatory body is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of shares Shares pursuant thereto, then in any such event, such exercise shall not be effective unless such withholding, listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the CommitteeCompany. Optionee shall execute such documents and take such other actions as are required by make arrangements satisfactory to the Committee Company to enable it the Company to effect or obtain such withholding, listing, registration, qualification, consent or approval. Neither the Corporation Company nor any officer or director, or member of the CommitteeBoard, shall have any liability with respect to the non-issuance or failure to sell shares Shares as the result of any suspensions of exercisability imposed pursuant to this Section.

Restrictions on Exercise and Delivery. The exercise of each Option shall be subject to the condition that, if at any time the Committee shall determine, in its sole and absolute discretion, (a) the satisfaction of any withholding tax or other withholding liabilities, is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of Stock pursuant thereto, (b) the listing, registration, or qualification of any shares deliverable upon such exercise is desirable or necessary, under any state or federal law, as a condition of, or in connection with, such exercise or the delivery or purchase of shares pursuant thereto, or (c) the consent or approval of any regulatory body is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of shares pursuant thereto, then in . In any such event, such exercise shall not be effective unless such withholding, listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee. Optionee shall execute such documents and take such other actions as are required by the Committee to enable it to effect or obtain such withholding, listing, registration, qualification, consent or approval. Neither the Corporation nor any officer or director, or member of the Committee, shall have any liability with respect to the non-issuance or failure to sell shares as the result of any suspensions of exercisability imposed pursuant to this Section.

Restrictions on Exercise and Delivery. The exercise of each Option shall be subject to the condition that, if at any time the Committee shall determine, in its sole and absolute discretion, (a) the satisfaction of any withholding tax or other withholding liabilities, is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of Stock pursuant thereto, (b) the listing, registration, or qualification of any shares deliverable upon such exercise is desirable or necessary, under any state or federal law, as a condition of, or in connection with, such exercise or the delivery or purchase of shares pursuant thereto, or (c) the consent or approval of any regulatory body is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of shares pursuant thereto, then in any such event, such exercise shall not be effective unless such withholding, listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee. Optionee shall execute such documents and take such other actions as are required by the Committee to enable it to effect or obtain such withholding, listing, registration, qualification, consent or approval. Neither the Corporation nor any officer or director, or member of the Committee, shall have any liability with respect to the non-issuance or failure to sell shares as the result of any suspensions of exercisability imposed pursuant to this Section.

Restrictions on Exercise and Delivery. The exercise of each Option shall be subject to the condition that, if at any time the Committee Board shall determine, in its sole and absolute discretion, (a) , the satisfaction of any withholding tax or other withholding liabilities, is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of Stock pursuant thereto, (b) , the listing, registration, or qualification of any shares deliverable upon such exercise is desirable or necessary, under any state or federal law, as a condition of, or in connection with, such exercise or the delivery or purchase of shares pursuant thereto, or (c) or the consent or approval of any regulatory body is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of shares pursuant thereto, then in any such event, such exercise shall not be effective unless such withholding, listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the CommitteeBoard. Optionee shall execute such documents and take such other actions as are required by the Committee Board to enable it to effect or obtain such withholding, listing, registration, qualification, consent or approval. Neither the Corporation Company nor any officer or director, or member of the Board or the Committee, shall have any liability with respect to the non-issuance or failure to sell shares as the result of any suspensions of exercisability imposed pursuant to this Section.

Restrictions on Exercise and Delivery. The exercise of each Option shall be subject to the condition that, if at any time the Committee Board shall determine, in its sole and absolute discretion, (a) the satisfaction of any withholding tax or other withholding liabilities, is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of Stock pursuant thereto, (b) the listing, registration, or qualification of any shares deliverable upon such exercise is desirable or necessary, under any state or federal law, as a condition of, or in connection with, such exercise or the delivery or purchase of shares pursuant thereto, or (c) the consent or approval of any regulatory body is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of shares pursuant thereto, then in any such event, such exercise shall not be effective unless such withholding, listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the CommitteeBoard. Optionee Issuee shall execute such documents and take such other actions as are required by the Committee Board to enable it to effect or obtain such withholding, listing, registration, qualification, consent or approval. Neither the Corporation Company nor any officer or director, or member of the Board or the Committee, shall have any liability with respect to the non-issuance or failure to sell shares as the result of any suspensions of exercisability imposed pursuant to this Section.

Restrictions on Exercise and Delivery. The exercise of each Option shall be subject to the condition that, if at any time the Committee Board of Directors shall determine, in its sole and absolute discretion, (a) the satisfaction of any withholding tax or other withholding liabilities, is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of Stock pursuant thereto, (b) the listing, registration, or qualification of any shares deliverable upon such exercise is desirable or necessary, under any state or federal law, as a condition of, or in connection with, such exercise or the delivery or purchase of shares pursuant thereto, or (c) the consent or approval of any regulatory body is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of shares pursuant thereto, then in any such event, such exercise shall not be effective unless such withholdingwith­holding, listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the CommitteeBoard. Optionee Xxxxxxx shall execute such documents and take such other actions as are required by the Committee Board to enable it to effect or obtain such withholding, listing, registration, qualification, consent or approval. Neither the Corporation TeraGlobal nor any officer or director, or member of the CommitteeBoard, shall have any liability with respect to the non-issuance of the shares or failure Xxxxxxx'x inability to sell shares as the result of any suspensions of exercisability imposed pursuant to this Section.

Restrictions on Exercise and Delivery. The exercise of each Option shall be subject to the condition conditions that, if at any time the Committee Company shall determine, in its sole and absolute discretion, (ai) the satisfaction of any withholding tax or other withholding liabilities, is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of Stock shares pursuant thereto, (bii) the listing, registration, or qualification of any shares deliverable upon such exercise is desirable or necessary, under any state or federal law, as a condition of, or in connection with, such exercise or the delivery or purchase of shares pursuant thereto, or (ciii) the consent or approval of any regulatory body is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of shares pursuant thereto, then in any such event, such exercise shall not be effective unless such withholding, listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the CommitteeCompany. Optionee shall execute such documents and take such other actions as are required by satisfactory to the Committee Company to enable it to effect or obtain such withholding, listing, registration, qualification, consent or approval. Neither the Corporation Company nor any officer or director, or member of the Committee, director shall have any liability with respect to the non-issuance or failure to sell shares as the result of any suspensions suspension of exercisability imposed pursuant to this Section.