Common use of Settlement of Restricted Stock Units Clause in Contracts

Settlement of Restricted Stock Units. (a) Once vested, each Restricted Stock Unit becomes a "Vested Unit." Subject to Section 6 hereof, settlement of this Award or any portion thereof shall occur by the Company issuing and delivering to the Employee the number of shares of Stock equal to the number of Vested Units. Except in the event of the Employee's Retirement, settlement shall occur promptly following the vesting date and the satisfaction of any requirement under Section 2 for a Release, and in any event no later than March 15 of the calendar year immediately following the calendar year in which such vesting occurs. In the event of the Employee's Retirement, settlement shall occur during the second month of the second calendar quarter following the date of the Employee's Retirement, [or, if later, on the date the Committee certifies the achievement of the Performance Goals set forth in Exhibit I,] or as soon as reasonably practicable thereafter. If the Employee is deemed a "specified employee" within the meaning of Section 409A of the Code, as determined by the Committee, at a time when the Employee becomes eligible for settlement of the Restricted Stock Units upon his "separation from service" within the meaning of Section 409A of the Code, then to the extent necessary to prevent any accelerated or additional tax under Section 409A of the Code, such settlement will be delayed until the earlier of: (a) the date that is six months following the Employee's separation from service or (b) the Employee's death. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any Stock may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements of any law or regulation applicable to the issuance or delivery of such Stock. The Company shall not be obligated to issue or deliver any Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Settlement of Restricted Stock Units. Subject to Section 3(f) and Section 9 of this Agreement, the Company shall deliver to the Participant one (a1) Once vested, Share (or the value thereof) in settlement of each outstanding Restricted Stock Unit becomes a "Vested Unit." Subject granted hereunder that has vested as provided in Section 3 on the first to Section 6 hereofoccur of (i) the applicable Vesting Date (or within thirty (30) days thereafter), settlement of this Award or any portion thereof shall occur by the Company issuing and delivering to the Employee the number of shares of Stock equal to the number of Vested Units. Except (ii) in the event of the Employee's Retirementa termination of employment or service due to death, settlement shall occur promptly as soon as practicable following the vesting date and the satisfaction Participant’s termination of any requirement under Section 2 for a Release, and employment or service by reason of death or (iii) in any event no later than March 15 of the calendar year immediately following the calendar year in which such vesting occurs. In the event of the Employee's Retirementa Qualifying CIC Termination, settlement shall occur during the second month of the second calendar quarter within thirty (30) days following the effective date of the Employee's RetirementParticipant’s Qualifying CIC Termination, [orin each case (A) in Company Common Stock by either, if later, on (x) issuing one or more certificates evidencing the date Company Common Stock to the Committee certifies Participant or (y) registering the achievement issuance of the Performance Goals set forth Company Common Stock in Exhibit I,] or as soon as reasonably practicable thereafter. If the Employee is deemed a "specified employee" within the meaning of Section 409A name of the CodeParticipant through a book entry credit in the records of the Company’s transfer agent, as determined or (B) in the event of settlement upon a Change in Control, a cash payment equal to the Change in Control Price, multiplied by the Committeenumber of vested Restricted Stock Units. No fractional Shares shall be issued in settlement of the Restricted Stock Units. Fractional Shares shall be rounded up to the nearest whole share; provided, at a time when that the Employee becomes eligible Participant may not vest in more than the number of Restricted Stock Units specified in the Grant Notice. Notwithstanding the foregoing, the Administrator, in its sole discretion, may provide for the settlement of the Restricted Stock Units upon his "separation from service" in the form of Company Common Stock, but require the Participant to sell such Common Stock immediately or within the meaning of Section 409A of the Code, then to the extent necessary to prevent any accelerated or additional tax under Section 409A of the Code, such settlement will be delayed until the earlier of: (a) the date that is six months a specified period following the Employee's separation from Participant’s termination of service or (b) the Employee's death. Notwithstanding any other provisions of this Agreementin which case, the issuance or delivery of any Stock may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements of any law or regulation applicable to Participant hereby agrees that the issuance or delivery of such Stock. The Company shall not be obligated have the authority to issue or deliver any sale instructions in relation to such Common Stock if on the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchangeParticipant’s behalf).

Settlement of Restricted Stock Units. (a) Once vested, each Restricted Stock Unit becomes a "Vested Unit." Subject to the provisions of Section 6 hereof4 and this Section 6, settlement of this Award or any portion thereof the Corporation shall occur by the Company issuing and delivering deliver to the Employee Participant (or, if applicable, the Participant’s Designated Beneficiary or legal representative) that number of shares of Stock as is equal to the number of Vested Units. Except Restricted Stock Units covered by the Award that have become vested and nonforfeitable as soon as administratively practicable after the earlier of (i) the Vesting Date or (ii) a Qualifying Termination of Employment, but in the no event of the Employee's Retirement, settlement shall occur promptly following the vesting date and the satisfaction of any requirement under Section 2 for a Release, and in any event no later than March 15 2 ½ months after the end of the calendar year immediately following the calendar year in which such vesting occurs. In the event described in clause (i) or (ii) occurred; provided, however, that if the Participant terminates employment by reason of Retirement, the distribution of shares of Stock in respect of the Employee's Retirement, settlement Participant’s Restricted Stock Units shall occur during the second month of the second calendar quarter following be delayed for six months from the date of the Employee's Retirement, [or, Participant’s Retirement if later, on the date the Committee certifies the achievement of the Performance Goals set forth in Exhibit I,] or as soon as reasonably practicable thereafter. If the Employee Participant is deemed a "“specified employee" within the meaning of ” (as that term is defined in Section 409A 409A(a)(2)(B)(i) of the Code, as determined by ) if necessary to avoid the Committee, at a time when the Employee becomes eligible for settlement imposition of the Restricted Stock Units upon his "separation from service" within the meaning of Section 409A of the Code, then taxes to the extent necessary to prevent any accelerated or additional tax Participant under Section 409A of the Code. If the Participant is (or is reasonably expected to be) a “covered employee” within the meaning of Section 162(m) of the Code for the calendar year in which delivery of Stock would ordinarily be made to the Participant, the Corporation shall delay delivery of all of such settlement will be delayed shares of Stock to such Participant until the earlier of: Participant’s termination of employment with the Corporation and all members of the controlled group of entities of which the Corporation is a member. Such Stock shall be delivered to such Participant or (aif the Participant has elected payment in a form other than a lump sum) commence to be delivered to such Participant as soon as administratively practicable after the date that which is six months following after the Employee's separation from service or (b) date of such termination of employment. Subject to the Employee's death. Notwithstanding any other provisions of this Agreementimmediately preceding two sentences, the issuance Participant may by election filed with the Corporation under its Key Employee Deferred Compensation Plan (2005) (or delivery any successor plan or program) (the “Deferred Compensation Plan”), and on a form acceptable to the Committee, not later than December 31 of any the calendar year before the calendar year of the Grant Date and subject to such terms and conditions as the Committee may specify, elect to have shares of Stock may deliverable in respect of vested and nonforfeitable Restricted Stock Units deferred until such later date(s) as shall be postponed specified in such election. Any deferral election made for such period as may Restricted Stock Units after such December 31 shall be required to comply with applicable requirements of any national securities exchange or any requirements of any law or regulation applicable to the issuance or delivery of such Stock. The Company shall not be obligated to issue or deliver any Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchangedeemed void and without force and effect.

Settlement of Restricted Stock Units. Subject to Section 8(d) and Section 2(f), the Company shall deliver to the Participant one (a1) Once vested, share of Company Common Stock (or the value thereof) in settlement of each outstanding Restricted Stock Unit becomes a "Vested Unit." Subject that has vested as provided in Section 2(a) on the first to Section 6 hereofoccur of (i) the Vesting Date (or within 30 days thereafter), settlement of this Award or any portion thereof shall occur by the Company issuing and delivering to the Employee the number of shares of Stock equal to the number of Vested Units. Except (ii) in the event of the Employee's Retirementa termination of employment or service due to death, settlement shall occur promptly as soon as practicable following the vesting date and the satisfaction Participant’s termination of any requirement under Section 2 for a Release, and employment or service by reason of death or (iii) in any event no later than March 15 of the calendar year immediately following the calendar year in which such vesting occurs. In the event of the Employee's Retirementa Qualifying CIC Termination, settlement shall occur during the second month of the second calendar quarter within thirty (30) days following the effective date of the Employee's RetirementParticipant’s Qualifying CIC Termination, [orin each case (A) in Company Common Stock by either, if later, on (x) issuing one or more certificates evidencing the date Company Common Stock to the Committee certifies Participant or (y) registering the achievement issuance of the Performance Goals set forth Company Common Stock in Exhibit I,] or as soon as reasonably practicable thereafter. If the Employee is deemed a "specified employee" within the meaning of Section 409A name of the CodeParticipant through a book entry credit in the records of the Company’s transfer agent, as determined or (B) in the event of settlement upon a Change in Control, a cash payment equal to the Change in Control Price, multiplied by the Committeenumber of vested Restricted Stock Units. No fractional shares of Company Common Stock shall be issued in settlement of Restricted Stock Units. Fractional shares shall be rounded up to the nearest whole share; provided, at a time when that the Employee becomes eligible Participant may not vest in more than the number of Restricted Stock Units specified in the Grant Notice. Notwithstanding the foregoing, the Company, in its sole discretion, may provide for the settlement of the Restricted Stock Units upon his "separation from service" in the form of Company Common Stock, but require the Participant to sell such Common Stock immediately or within the meaning of Section 409A of the Code, then to the extent necessary to prevent any accelerated or additional tax under Section 409A of the Code, such settlement will be delayed until the earlier of: (a) the date that is six months a specified period following the Employee's separation from Participant’s termination of service or (b) the Employee's death. Notwithstanding any other provisions of this Agreementin which case, the issuance or delivery of any Stock may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements of any law or regulation applicable to Participant hereby agrees that the issuance or delivery of such Stock. The Company shall not be obligated have the authority to issue or deliver any sale instructions in relation to such Common Stock if on the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchangeParticipant’s behalf).

Settlement of Restricted Stock Units. (a) Once vested, each Restricted Stock Unit becomes a "Vested Unit." Subject to the provisions of Section 6 hereof4 and this Section 6, settlement of this Award or any portion thereof the Corporation shall occur by the Company issuing and delivering deliver to the Employee Participant (or, if applicable, the Participant’s Designated Beneficiary or legal representative) that number of shares of Stock as is equal to the number of Vested Units. Except Restricted Stock Units covered by the Award that have become vested and nonforfeitable as soon as administratively practicable after the earlier of (i) the Vesting Date or (ii) a Qualifying Termination of Employment, but in the no event of the Employee's Retirement, settlement shall occur promptly following the vesting date and the satisfaction of any requirement under Section 2 for a Release, and in any event no later than March 15 2 ½ months after the end of the calendar year immediately following the calendar year in which such vesting occurs. In the event described in clause (i) or (ii) occurred; provided, however, that if the Participant terminates employment by reason of Retirement, the distribution of shares of Stock in respect of the Employee's Retirement, settlement Participant’s Restricted Stock Units shall occur during the second month of the second calendar quarter following be delayed for six months from the date of the Employee's Retirement, [or, Participant’s Retirement if later, on the date the Committee certifies the achievement of the Performance Goals set forth in Exhibit I,] or as soon as reasonably practicable thereafter. If the Employee Participant is deemed a "“specified employee" within the meaning of ” (as that term is defined in Section 409A 409A(a)(2)(B)(i) of the Code, as determined by ) if necessary to avoid the Committee, at a time when the Employee becomes eligible for settlement imposition of the Restricted Stock Units upon his "separation from service" within the meaning of Section 409A of the Code, then taxes to the extent necessary to prevent any accelerated or additional tax Participant under Section 409A of the Code. If the Participant is (or is reasonably expected to be) a “covered employee” within the meaning of Section 162(m) of the Code for the calendar year in which delivery of Stock would ordinarily be made to the Participant, such settlement the Corporation shall delay delivery to the Participant of that portion of the shares of Stock for which the Corporation reasonably believes that Section 162(m) of the Code will be delayed preclude the Corporation from taking a compensation expense deduction until the earlier of: Participant’s termination of employment with the Corporation and all members of the controlled group of entities of which the Corporation is a member. Such Stock shall be delivered to such Participant or (aif the Participant has elected payment in a form other than a lump sum) commence to be delivered to such Participant as soon as administratively practicable after the date that which is six months following after the Employee's separation from service or (b) date of such termination of employment. Subject to the Employee's death. Notwithstanding any other provisions of this Agreementimmediately preceding two sentences, the issuance Participant may by election filed with the Corporation under its Key Employee Deferred Compensation Plan (2005) (or delivery any successor plan or program) (the “Deferred Compensation Plan”), and on a form acceptable to the Committee, not later than December 31 of any the calendar year before the calendar year of the Grant Date and subject to such terms and conditions as the Committee may specify, elect to have shares of Stock may deliverable in respect of vested and nonforfeitable Restricted Stock Units deferred until such later date(s) as shall be postponed specified in such election. Any deferral election made for such period as may Restricted Stock Units after such December 31 shall be required to comply with applicable requirements of any national securities exchange or any requirements of any law or regulation applicable to the issuance or delivery of such Stock. The Company shall not be obligated to issue or deliver any Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchangedeemed void and without force and effect.

Settlement of Restricted Stock Units. (a) Once vested, each All outstanding vested Restricted Stock Unit becomes Units shall be settled on the earlier of (a) Xxxxx 00, 0000, (x) the date of the Grantee’s death or Disability, (c) the date the Grantee undergoes a "Vested Unit." Subject Separation from Service (as defined below), and (d) the date of consummation of a 409A Change in Control, (the first of (a), (b), (c) and (d) to Section 6 hereofoccur shall be the “Settlement Date”); provided, however, that in the event of Grantee’s death or Disability, or if the Company or a Subsidiary terminates the Grantee’s employment without Cause, or upon the Grantee’s termination of employment for Good Reason, in each event, following the first anniversary of the Grant Date but prior to the date that the Stock-Price Vesting Condition has been satisfied, settlement shall be delayed and all Restricted Stock Units with respect to which the time-based vesting condition has been satisfied as of this Award the date of such death, Disability or termination, shall become vested and settled on the date the Stock-Price Vesting Condition becomes satisfied during the period ending on the earlier to occur of (x) the first anniversary of such death, Disability or termination and (y) March 31, 2013 (such settlement date, also a “Settlement Date”); and provided further, however, that to the extent that the Grantee is a “specified employee” within the meaning of Treasury Regulation 1.409A-1(i) any portion thereof shall occur by settlement of the Restricted Stock Units on account of the Grantee’s Separation from Service from the Company issuing shall be delayed for such period of time as may be necessary to meet the requirements of Treasury Regulation Section 1.409A-3(i)(2) (the “Delay Period”) and delivering on the first business day following the expiration of the Delay Period, all vested Restricted Stock Units shall be settled. On the Settlement Date, the Company shall deliver to the Employee Grantee (or the Grantee’s estate in the event of Grantee’s death) (x) a certificate or certificates representing the number of shares of Stock equal to the number of Vested vested Restricted Stock Units or (y) a lump sum payment of cash having a value equal to the fair market value of one share of Stock as of the Settlement Date multiplied by the number of vested Restricted Stock Units. Except in the event of the Employee's Retirement, settlement shall occur promptly following the vesting date and the satisfaction of any requirement under Section 2 for a Release, and in any event no later than March 15 of the calendar year immediately following the calendar year in which such vesting occurs. In the event of the Employee's Retirement, settlement shall occur during the second month of the second calendar quarter following the date of the Employee's Retirement, [or, if later, on the date the Committee certifies the achievement of the Performance Goals set forth in Exhibit I,] or The determination as soon as reasonably practicable thereafter. If the Employee is deemed a "specified employee" within the meaning of Section 409A of the Code, as determined by the Committee, at a time when the Employee becomes eligible for settlement of to whether the Restricted Stock Units upon his "separation from service" will be settled in Stock or cash shall be within the meaning of Section 409A sole discretion of the Code, then to the extent necessary to prevent any accelerated or additional tax under Section 409A of the Code, such settlement will be delayed until the earlier of: (a) the date that is six months following the Employee's separation from service or (b) the Employee's death. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any Stock may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements of any law or regulation applicable to the issuance or delivery of such Stock. The Company shall not be obligated to issue or deliver any Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchangeCompany.

Settlement of Restricted Stock Units. (a) Once vested, each Restricted Stock Unit becomes a "“Vested Unit." ” Subject to Section 6 hereof, settlement of this Award or any portion thereof shall occur by the Company issuing and delivering to the Employee the number of shares of Stock equal to the number of Vested Units. Except in the event of the Employee's ’s Retirement, settlement shall occur promptly following the vesting date and the satisfaction of any requirement under Section 2 for a Release, and in any event no later than March 15 of the calendar year immediately following the calendar year in which such vesting occurs. In the event of the Employee's ’s Retirement, settlement shall occur during the second month of the second calendar quarter following the date of the Employee's ’s Retirement, [or, if later, on the date the Committee certifies the achievement of the Performance Goals set forth in Exhibit I,] or as soon as reasonably practicable thereafter. If the Employee is deemed a "“specified employee" ” within the meaning of Section 409A of the Code, as determined by the Committee, at a time when the Employee becomes eligible for settlement of the Restricted Stock Units upon his "“separation from service" ” within the meaning of Section 409A of the Code, then to the extent necessary to prevent any accelerated or additional tax under Section 409A of the Code, such settlement will be delayed until the earlier of: (a) the date that is six months following the Employee's ’s separation from service or (b) the Employee's ’s death. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any Stock may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements of any law or regulation applicable to the issuance or delivery of such Stock. The Company shall not be obligated to issue or deliver any Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Settlement of Restricted Stock Units. (aThe provisions of Section 9(d)(ii) Once vestedof the Plan are incorporated herein by reference and made a part hereof and, each in accordance therewith, any vested Restricted Stock Unit becomes a "Vested Unit." Subject to Section 6 hereof, settlement of this Award or any portion thereof Units shall occur by the Company issuing and delivering to the Employee the number of be settled in shares of Common Stock equal to the number of Vested Units. Except in the event of the Employee's Retirement, settlement shall occur promptly following the vesting date and the satisfaction of any requirement under Section 2 for a Release, and in any event no later than March 15 of the calendar year immediately following the calendar year in which such vesting occurs. In the event of the Employee's Retirement, settlement shall occur during the second month of the second calendar quarter following the date of the Employee's Retirement, [or, if later, on the date the Committee certifies the achievement of the Performance Goals set forth in Exhibit I,] or as soon as reasonably practicable thereafter. If the Employee is deemed a "specified employee" (and, in any event, within the meaning of Section 409A of the Codetwo and one-half months, as determined by the Committee, at a time when the Employee becomes eligible for settlement of except with respect to the Restricted Stock Units upon his "separation from service" within that vest on the meaning of Section 409A Vesting Reference Date (as defined in the Grant Notice) which shall be settled promptly on or following the 181st date following the Vesting Reference Date) following the expiration of the Codeapplicable Restricted Period; provided, then however, that the Committee may, in its sole discretion, elect to (A) pay cash or part cash and part shares of Common Stock in lieu of issuing only shares of Common Stock in respect of such Restricted Stock Units or (B) defer the extent necessary to prevent any accelerated issuance of shares of Common Stock (or additional cash or part cash and part shares of Common Stock, as the case may be) beyond the expiration of the Restricted Period if such extension would not cause adverse tax consequences under Section 409A of the Code. Notwithstanding the foregoing, to the extent that any Restricted Stock Units vest (or would otherwise be settled) during a time when trading in shares of Common Stock by employees of the Company Group is restricted by the Company’s xxxxxxx xxxxxxx or similar policy (or a Company imposed “blackout period”) (a “Closed Window”), such Restricted Stock Units will be settled promptly following the end of the Closed Window to the extent such delay in settlement will not cause adverse tax consequences under Section 409A of the Code. With respect to any Restricted Stock Unit, the period of time on and prior to the applicable vesting date in which such Restricted Stock Unit is subject to vesting shall be delayed until the earlier of: (a) the date that is six months following the Employee's separation from service or (b) the Employee's deathits Restricted Period. Notwithstanding anything in this Restricted Stock Unit Agreement to the contrary, the Company shall have no obligation to issue or transfer any other shares of Common Stock as contemplated by this Restricted Stock Unit Agreement unless and until such issuance or transfer complies with all relevant provisions of this Agreement, law and the issuance or delivery of any Stock may be postponed for such period as may be required to comply with applicable requirements of any national securities stock exchange or any requirements on which the Company’s shares of Common Stock are listed for trading. Prior to settlement of any law or regulation applicable to vested Restricted Stock Units, the issuance or delivery Restricted Stock Units will represent an unsecured obligation of such Stock. The Company shall not be obligated to issue or deliver any Stock the Company, payable (if at all) only from the issuance or delivery thereof shall constitute a violation general assets of any provision of any law or of any regulation of any governmental authority or any national securities exchangethe Company.

Settlement of Restricted Stock Units. (a) Once vested, each Restricted Stock Unit becomes a "Vested Unit." Subject to the provisions of Section 6 hereof4 and this Section 6, settlement of this Award or any portion thereof the Corporation shall occur by the Company issuing and delivering deliver to the Employee Participant (or, if applicable, the Participant’s Designated Beneficiary or legal representative) that number of shares of Stock as is equal to the number of Vested Units. Except in Restricted Stock Units covered by the event of the Employee's Retirement, settlement shall occur promptly following the vesting date Award that have become vested and the satisfaction of any requirement under Section 2 for a Release, and in any event nonforfeitable as soon as administratively practicable after (but no later than March 15 2½ months after) the end of the calendar year immediately following the calendar year in which such vesting occurs. In occurs the event earlier of (i) the Employee's RetirementVesting Date or (ii) a Qualifying Termination of Employment; provided, settlement shall occur during however, that if the second month of the second calendar quarter following the date of the Employee's Retirement, [or, if later, on the date the Committee certifies the achievement of the Performance Goals set forth in Exhibit I,] Participant is (or as soon as is reasonably practicable thereafter. If the Employee is deemed expected to be) a "specified “covered employee" ” within the meaning of Section 409A 162(m) of the CodeCode for the calendar year in which delivery of such Stock would ordinarily be made, the Corporation shall delay delivery of all of such shares of Stock to such Participant until the Participant’s termination of employment with the Corporation and all members of the controlled group of entities of which the Corporation is a member. Such Stock shall be delivered to such Participant or (if the Participant has elected payment in a form other than a lump sum) commence to be delivered to such Participant as determined soon as administratively practicable after the date which is six months after the date of such termination of employment. Subject to the immediately preceding two sentences, the Participant may, by election filed with the Corporation under its Key Employee Deferred Compensation Plan (2005) (or any successor plan or program), and on a form acceptable to the Committee, at a time when the Employee becomes eligible for settlement not later than December 31 of the calendar year before the calendar year of the Grant Date and subject to such terms and conditions as the Committee may specify, elect to have shares of Stock deliverable in respect of vested and nonforfeitable Restricted Stock Units upon his "separation from service" within the meaning of Section 409A of the Code, then to the extent necessary to prevent any accelerated or additional tax under Section 409A of the Code, deferred until such settlement will later date(s) as shall be delayed until the earlier of: (a) the date that is six months following the Employee's separation from service or (b) the Employee's deathspecified in such election. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any Stock may be postponed Any deferral election made for such period as may Restricted Stock Units after such December 31 shall be required to comply with applicable requirements of any national securities exchange or any requirements of any law or regulation applicable to the issuance or delivery of such Stock. The Company shall not be obligated to issue or deliver any Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchangedeemed void and without force and effect.