Settlement in Stock. RSUs vested as described in Section 2 above will be settled by delivering to the Participant a number of Shares equal to the number of vested RSUs within sixty (60) days of the date on which the RSUs vest, subject to any special timing requirements applicable under Section 17(l), the terms of this Agreement and payment of any Tax-Related Items. In any case, the Company may provide a reasonable delay in the delivery of the Shares to address Tax-Related Items, withholding, and other administrative matters, provided that any such delay does not result in a violation of Section 409A of the Code (to the extent the Participant is a U.S. taxpayer). Neither the Company nor the Committee will be liable to the Participant or any other Person for damages relating to any delays in issuing the Shares or any mistakes or errors in the issuance of the Shares.
Settlement in Stock. PRSUs eligible for vesting as described in Section 2 above will be settled by delivering to Participant, by one of the methods set forth in Section 3(b) below, a number of Shares equal to the number of such vesting-eligible PRSUs on the Vesting Date (as hereafter defined). For purposes of this Agreement, the “Vesting Date” will be the earlier of (x) the date on which the Committee approves the achievement of the Performance Goals after the filing of the Form 10-K for the year ending December 31, 2018 (or such other report referenced in Section 2(a) above), provided that the Participant must remain in Service through such date, or (y) the date on which a CIC Termination occurs, in each case subject to the provisions of Section 7 of this Agreement.
Settlement in Stock. RSUs vested as described in Section 2 above will be settled by delivering to Participant a number of Shares equal to the number of vested RSUs on the date on which the RSUs vest. The stock price used for vesting of RSU’s will be the closing price on INC Research shares on the date of vesting. If the vesting is a non-trading day, the vesting will be deemed to occur on the first trading day preceding the vesting date.
Settlement in Stock. PRSUs that vest pursuant to Section 2 above will be settled by delivering to Participant a number of Shares equal to the number of PRSUs that vest in accordance with the following schedule: (i) within ninety (90) days following the last day of the last Performance Period in the event of a vesting event described in Section 2(a); (ii) within sixty (60) days following the Participant’s termination of Service in the event of a vesting event described in Section 2(b) or 2(c); (iii) in the case of a vesting event described in Section 2(d), within ninety (90) days following the last day of the last Performance Period; (iv) within sixty (60) US-DOCS\119733922.3 days following the date of the Participant’s Termination of Service in the event of a vesting event described in Section 2(e), in each case, subject to the provisions of Section 15(l). In any case, the Company may provide a reasonable delay in the delivery of the Shares to address Tax-Related Items, withholding, and other administrative matters, provided that any such delay does not result in a violation of Section 409A of the Code. Neither the Company nor the Committee will be liable to the Participant or any other Person for damages relating to any delays in issuing the Shares or any mistakes or errors in the issuance of the Shares.
Settlement in Stock. RSUs vested as described in Section 2 above will be settled by delivering to Participant a number of Shares equal to the number of vested RSUs on the date on which the RSUs vest; provided that RSUs that vest pursuant to Section 2(b) shall be settled as provided in the Severance Plan.
Settlement in Stock. PRSUs that vest pursuant to Section 2 above will be settled by delivering to Participant a number of Shares equal to the number of PRSUs that vest in accordance with the following schedule: (i) within fifteen (15) days following the Service Vesting Date in the event of a vesting event described in Section 2(a); (ii) within sixty (60) days following the Participant’s termination of Service in the event of a vesting event described in Section 2(b) or 2(c); (iii) in the case of a vesting event described in Section 2(d), within fifteen (15) days following the Service Vesting Date; (iv) within sixty (60) days following the date of the Participant’s Termination of Service in the event of a vesting event described in Section 2(e), in each case, subject to the provisions of Section 15(l). In any case, the Company may provide a reasonable delay in the delivery of the Shares to address Tax-Related Items, withholding, and other administrative matters, provided that any such delay does not result in a violation of Section 409A of the Code. Neither the Company nor the Committee will be liable to the Participant or any other Person for damages relating to any delays in issuing the Shares or any mistakes or errors in the issuance of the Shares.
Settlement in Stock. PRSUs that vest pursuant to Section 2 above will be settled by delivering to Participant a number of Shares equal to the number of PRSUs that vest in accordance with the following schedule: (i) within ninety (90) days of the last day of the last Performance Period in the event of a vesting event described in Section 2(a); (ii) within sixty (60) days of the Participant’s termination of Service in the event of a vesting event described in Section 2(b) or 2(c); (iii) within sixty (60) days of the later of the date of the Participant’s Termination of Service or Change in Control in the event of a vesting event described in Section 2(d), in each case subject to the provisions of Section 15(l). In any case, the Company may provide a reasonable delay in the delivery of the Shares to address TaxRelated Items, withholding, and other administrative matters, provided that any such delay does not result in a violation of Section 409A of the Code (to the extent the Participant is a U.S. taxpayer). Neither the Company nor the Committee will be liable to the Participant or any other Person for damages relating to any delays in issuing the Shares or any mistakes or errors in the issuance of the Shares.
Settlement in Stock. PRSUs eligible for vesting as described in Section 2 above will be settled by delivering to Participant a number of Shares equal to the number of PRSUs that are eligible to vest on the Vesting Date (as hereafter defined). For purposes of this Agreement, the “Vesting Date” will be the earlier of (x) the date on which the Committee approves the achievement of the Performance Goals after the filing of the Form 10-K for the year ending December 31, 2019 (or such other report referenced in Section 2(a) above), provided that the Participant must remain in Service through such date, or (y) the date on which a CIC Termination occurs, in each case subject to the provisions of Section 14(l) of this Agreement and any additional restrictions on settlement and subject to the conditions set forth in the Severance Plan.
Settlement in Stock. 61 -------------------
Settlement in Stock. (a) The ------------------- Company shall have the right to satisfy the Payment Amount due to Holders under the Securities, whether at maturity, upon redemption or upon the occurrence of a Change of Control, in Registered Common Stock; provided that (i) at -------- the time of payment such stock is quoted for trading on any U.S. national securities exchange or on The NASDAQ Stock Market and (ii) the Payment Amount of all Securities is able to be satisfied through the delivery of Registered Common Stock. In connection therewith, the Company shall not be required to issue fractional shares of common stock, and instead may pay cash in lieu of any such fractional shares. The Company shall not have the right to pay the Payment Amount due under the Securities in Registered Common Stock if an Event of Default has occurred and is continuing.
(b) For purposes of any such payment, such Registered Common Stock shall be valued at 85.0% of its Fair Value. For these purposes, "Fair Value" of such Registered Common Stock shall mean the average of the closing sales or last reported sales prices of such Common Stock of the Company for the 20 trading days immediately preceding the date that is five trading days prior to the Settlement Date. Holders on the Settlement Date who receive upon repayment of the Securities Common Stock of the Company and who as of such date are or could reasonably be considered Affiliates of the Company shall have registration rights (the "Registration Rights") set forth in Exhibit C to this Indenture.
