Common use of Settlement and Delivery of Shares Clause in Contracts

Settlement and Delivery of Shares. Payment of vested Restricted Stock Units shall be made within 70 days after the date that vesting occurs, or, if later, within 15 days after the Performance Certification with respect to any Restricted Stock Units that are subject to the requirements of Section 2(d). Settlement will be made by payment in shares of Common Stock. The Company shall not be obligated to deliver any shares of Common Stock if counsel to the Company determines that such sale or delivery would violate any applicable law or any rule or regulation of any governmental authority or any rule or regulation of, or agreement of the Company with, any securities exchange or association upon which the Common Stock is listed or quoted. The Company shall in no event be obligated to take any affirmative action in order to cause the delivery of shares of Common Stock to comply with any such law, rule, regulation or agreement.