Common use of Settlement of Units Clause in Contracts

Settlement of Units. As soon as practicable after any Restricted Stock Units have vested and are no longer subject to the Restriction Period (or, to the extent compliant with Section 409A of the Code, at such later date specified by the Committee or in accordance with the election of the Eligible Individual, if the Committee so permits), such Restricted Stock Units shall be settled; provided that to the extent that any Restricted Stock Units shall be settled due to a Termination of Employment, to the extent required in order to comply with Section 409A of the Code, such Restricted Stock Units shall be settled no earlier than the first business day that is six months following the Eligible Individual’s “separation from service” within the meaning of Section 409A of the Code. Subject to Paragraph 8 (pertaining to the withholding of taxes), for each Restricted Stock Unit settled pursuant to this Paragraph 2, the Corporation shall issue one share of Common Stock for each vested Restricted Stock Unit and cause to be delivered to the Eligible Individual one or more unlegended, freely-transferable stock certificates in respect of such shares issued upon settlement of the vested Restricted Stock Units. Notwithstanding the foregoing, the Corporation shall be entitled to hold the shares issuable upon settlement of Restricted Stock Units that have vested until the Corporation or the agent selected by the Corporation to manage the Plan under which the Restricted Stock Units have been issued (the “Agent”) shall have received from the Eligible Individual a duly executed Form W-9 or W-8, as applicable.

Appears in 3 contracts

Samples: Restricted Stock Unit Agreement (Expedia, Inc.), Restricted Stock Unit Agreement (Expedia, Inc.), Restricted Stock Unit Agreement (Expedia, Inc.)

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Settlement of Units. As soon as practicable (but in no event later than five business days) after any Restricted Stock Units have vested and are no longer subject to the Restriction Period (or, to the extent compliant with Section 409A of the Code, at such later date specified by the Committee or in accordance with the election of the Eligible Individual, if the Committee so permits)Period, such Restricted Stock Units shall be settled; provided that to the extent that any Restricted Stock Units shall be settled due to a Termination of Employment, to the extent required in order to comply with Section 409A of the Code, such Restricted Stock Units shall be settled no earlier than the first business day that is six months following the Eligible Individual’s “separation from service” within the meaning of Section 409A of the Code. Subject to Paragraph 8 (pertaining to the withholding of taxes), for each Restricted Stock Unit settled pursuant to this Paragraph 2, the Corporation shall (i) if the Eligible Individual is employed within the United States, issue one share of Common Stock for each vested Restricted Stock Unit and cause to be delivered to the Eligible Individual one or more unlegended, freely-transferable stock certificates in respect of such shares issued upon settlement of the vested Restricted Stock UnitsUnits or (ii) if the Eligible Individual is employed outside the United States, pay, or cause to be paid, to the Eligible Individual an amount of cash equal to the Fair Market Value of one share of Common Stock for each vested Restricted Stock Unit settled at such time. Notwithstanding the foregoing, the Corporation shall be entitled to hold the shares or cash issuable upon settlement of Restricted Stock Units that have vested until the Corporation or the agent selected by the Corporation to manage the Plan under which the Restricted Stock Units have been issued (the “Agent”) shall have received from the Eligible Individual a duly executed Form W-9 or W-8, as applicable.

Appears in 3 contracts

Samples: Restricted Stock Unit Agreement (Expedia, Inc.), Restricted Stock Unit Agreement (TripAdvisor, Inc.), Restricted Stock Unit Agreement (Expedia, Inc.)

Settlement of Units. As soon as practicable after any Restricted Stock Units have vested and are no longer subject to the Restriction Period (or, to the extent compliant with Section 409A of the Code, or at such later date specified by the Committee or in accordance with the election of the Eligible IndividualParticipant, if the Committee so permits), such Restricted Stock Units shall be settled; provided that to the extent that any Restricted Stock Units shall be settled due to a Termination of Employment, to the extent required in order to comply with Section 409A of the Code, such Restricted Stock Units shall be settled no earlier than the first business day that is six months following the Eligible Individual’s “separation from service” within the meaning of Section 409A of the Code. Subject to Paragraph 8 (pertaining to the withholding of taxes), for each Restricted Stock Unit settled pursuant to this Paragraph 2, the Corporation shall issue one share of Common Stock for each vested Restricted Stock Unit and cause to be delivered to the Eligible Individual Participant one or more unlegended, freely-transferable stock certificates in respect of such shares issued upon settlement of the vested Restricted Stock Units. Notwithstanding the foregoing, the Corporation shall be entitled to hold the shares issuable upon settlement of Restricted Stock Units that have vested until the Corporation or the agent selected by the Corporation to manage the Plan under which the Restricted Stock Units have been issued (the “Agent”) shall have received from the Eligible Individual Participant a duly executed Form W-9 or W-8, as applicable.

Appears in 2 contracts

Samples: Restricted Stock Unit Agreement (Expedia, Inc.), Restricted Stock Unit Agreement (Expedia, Inc.)

Settlement of Units. As soon as practicable after any Restricted Stock Units have vested and are no longer subject to the Restriction Period (or, to the extent compliant with Section 409A of the Code, at such later date specified by the Committee or in accordance with the election of the Eligible Individual, if the Committee so permits), such Restricted Stock Units shall be settled; provided that to the extent that any Restricted Stock Units shall be settled due to a Termination of Employment, to the extent required in order to comply with Section 409A of the CodePeriod, such Restricted Stock Units shall be settled (but in all events no earlier later than March 15 of the first business day that is six months calendar year immediately following the Eligible Individual’s “separation from service” within the meaning of Section 409A of the Codeyear in which such Restricted Stock Units vest). Subject to Paragraph 8 (pertaining to the withholding of taxes), for each Restricted Stock Unit settled pursuant to this Paragraph 2, the Corporation shall issue one share of Common Stock for each vested Restricted Stock Unit and cause to be delivered to the Eligible Individual one or more unlegended, freely-transferable stock certificates in respect of such shares issued upon settlement of the vested Restricted Stock Units. Notwithstanding the foregoing, the Corporation shall be entitled to hold the shares issuable upon settlement of Restricted Stock Units that have vested until the Corporation or the agent selected by the Corporation to manage the Plan under which the Restricted Stock Units have been issued (the “Agent”) shall have received from the Eligible Individual a duly executed Form W-9 or W-8, as applicable.

Appears in 2 contracts

Samples: Employment Agreement and Restricted Stock Unit Agreements (Expedia, Inc.), Employment Agreement (Expedia, Inc.)

Settlement of Units. As soon as practicable after any Restricted Stock Units have vested and are no longer subject to the Restriction Period (or, to the extent compliant with Section 409A of the Code, or at such later date specified by the Committee or in accordance with the election of the Eligible Individual, if the Committee so permits), such Restricted Stock Units shall be settled; provided that to the extent that any Restricted Stock Units shall be settled due to a Termination of Employment, to the extent required in order to comply with Section 409A of the Code, such Restricted Stock Units shall be settled no earlier than the first business day that is six months following the Eligible Individual’s “separation from service” within the meaning of Section 409A of the Code. Subject to Paragraph 8 (pertaining to the withholding of taxes), for each Restricted Stock Unit settled pursuant to this Paragraph 2, the Corporation shall (i) if the Eligible Individual is employed within the United States, issue one share of Common Stock for each vested Restricted Stock Unit and cause to be delivered to the Eligible Individual one or more unlegended, freely-transferable stock certificates in respect of such shares issued upon settlement of the vested Restricted Stock UnitsUnits or (ii) if the Eligible Individual is employed outside the United States, pay, or cause to be paid, to the Eligible Individual an amount of cash equal to the Fair Market Value of one share of Common Stock for each vested Restricted Stock Unit settled at such time. Notwithstanding the foregoing, the Corporation shall be entitled to hold the shares or cash issuable upon settlement of Restricted Stock Units that have vested until the Corporation or the agent selected by the Corporation to manage the Plan under which the Restricted Stock Units have been issued (the “Agent”) shall have received from the Eligible Individual a duly executed Form W-9 or W-8, as applicable.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Expedia, Inc.)

Settlement of Units. As soon as practicable after any Restricted Stock Units have vested and are no longer subject to the Restriction Period (or, to the extent compliant with Section 409A of the Code, or at such later date specified by the Committee or in accordance with the election of the Eligible IndividualEmployee, if the Committee so permits), such Restricted Stock Units shall be settled; provided that to the extent that any Restricted Stock Units shall be settled due to a Termination of Employment, to the extent required in order to comply with Section 409A of the Code, such Restricted Stock Units shall be settled no earlier than the first business day that is six months following the Eligible Individual’s “separation from service” within the meaning of Section 409A of the Code. Subject to Paragraph 8 (pertaining to the withholding of taxes), for each Restricted Stock Unit settled pursuant to this Paragraph Section 2, the Corporation shall (i) if the Employee is employed within the United States, issue one share of Common Stock for each vested Restricted Stock Unit vesting at such time and cause to be delivered to the Eligible Individual Employee one or more unlegended, freely-transferable stock certificates in respect of such shares issued upon settlement of the vested vesting Restricted Stock UnitsUnits or (ii) if the Employee is employed outside the United States, pay, or cause to be paid, to the Employee an amount of cash equal to the Fair Market Value of one share of Common Stock for each Restricted Stock Unit vesting at such time. Notwithstanding the foregoing, the Corporation shall be entitled to hold the shares or cash issuable upon settlement of Restricted Stock Units that have vested until the Corporation or the agent selected by the Corporation to manage the Plan under which the Restricted Stock Units have been issued (the "Agent") shall have received from the Eligible Individual Employee a duly executed Form W-9 or W-8, as applicable.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Iac/Interactivecorp)

Settlement of Units. As soon as practicable after any Restricted Stock Units have vested and are no longer subject to the Restriction Period (or, to the extent compliant with Section 409A of the Code, or at such later date specified by the Committee or in accordance with the election of the Eligible IndividualEmployee, if the Committee so permits), such Restricted Stock Units shall be settled; provided that to the extent that any Restricted Stock Units shall be settled due to a Termination of Employment, to the extent required in order to comply with Section 409A of the Code, such Restricted Stock Units shall be settled no earlier than the first business day that is six months following the Eligible Individual’s “separation from service” within the meaning of Section 409A of the Code. Subject to Paragraph 8 (pertaining to the withholding of taxes), for each Restricted Stock Unit settled pursuant to this Paragraph Section 2, the Corporation shall (i) if the Employee is employed within the United States, issue one share of Common Stock for each vested Restricted Stock Unit vesting at such time and cause to be delivered to the Eligible Individual Employee one or more unlegended, freely-transferable stock certificates in respect of such shares issued upon settlement of the vested vesting Restricted Stock UnitsUnits or (ii) if the Employee is employed outside the United States, pay, or cause to be paid, to the Employee an amount of cash equal to the Fair Market Value of one share of Common Stock for each Restricted Stock Unit vesting at such time. Notwithstanding the foregoing, the Corporation shall be entitled to hold the shares or cash issuable upon settlement of Restricted Stock Units that have vested until the Corporation or the agent selected by the Corporation to manage the Plan under which the Restricted Stock Units have been issued (the “Agent”) shall have received from the Eligible Individual Employee a duly executed Form W-9 or W-8, as applicable.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Iac/Interactivecorp)

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Settlement of Units. As soon as practicable (but in no event later than five business days) after any Restricted Stock Units have vested and are no longer subject to the Restriction Period (or, to the extent compliant with Section 409A of the Code, at such later date specified by the Committee or in accordance with the election of the Eligible Individual, if the Committee so permits), such Restricted Stock Units shall be settled; provided that to the extent that any Restricted Stock Units shall be settled due to a Termination of Employment, to the extent required in order to comply with Section 409A of the CodePeriod, such Restricted Stock Units shall be settled no earlier than the first business day that is six months following the Eligible Individual’s “separation from service” within the meaning of Section 409A of the Code. Subject to Paragraph 8 (pertaining to the withholding of taxes), for each Restricted Stock Unit settled pursuant to this Paragraph 2, the Corporation shall (i) if the Eligible Individual is employed within the United States, issue one share of Common Stock for each vested Restricted Stock Unit and cause to be delivered to the Eligible Individual one or more unlegended, freely-transferable stock certificates in respect of such shares issued upon settlement of the vested Restricted Stock UnitsUnits or (ii) if the Eligible Individual is employed outside the United States, pay, or cause to be paid, to the Eligible Individual an amount of cash equal to the Fair Market Value of one share of Common Stock for each vested Restricted Stock Unit settled at such time. Notwithstanding the foregoing, the Corporation shall be entitled to hold the shares or cash issuable upon settlement of Restricted Stock Units that have vested until the Corporation or the agent selected by the Corporation to manage the Plan under which the Restricted Stock Units have been issued (the “Agent”) shall have received from the Eligible Individual a duly executed Form W-9 or W-8, as applicable.

Appears in 1 contract

Samples: Amendment Agreement (Expedia, Inc.)

Settlement of Units. As soon as practicable after any Restricted Stock Units have vested and are no longer subject to the Restriction Period (or, to the extent compliant with Section 409A of the Code, at such later date specified by the Committee or in accordance with the election of the Eligible Individual, if the Committee so permits)Period, such Restricted Stock Units shall be settled; provided that to the extent that any Restricted Stock Units shall be settled due to a Termination of Employment, to the extent required in order to comply with Section 409A of the Code, such Restricted Stock Units shall be settled no earlier than the first business day that is six months following the Eligible Individual’s “separation from service” within the meaning of Section 409A of the Code. Subject to Paragraph 8 (pertaining to the withholding of taxes), for each Restricted Stock Unit settled pursuant to this Paragraph Section 2, the Corporation shall (i) if the Employee is employed within the United States, issue one share of Common Stock for each vested Restricted Stock Unit vesting at such time and cause to be delivered to the Eligible Individual Employee one or more unlegended, freely-transferable stock certificates in respect of such shares issued upon settlement of the vested vesting Restricted Stock UnitsUnits or (ii) if the Employee is employed outside the United States, pay, or cause to be paid, to the Employee an amount of cash equal to the Fair Market Value of one share of Common Stock for each Restricted Stock Unit vesting at such time. Notwithstanding the foregoing, the Corporation shall be entitled to hold the shares or cash issuable upon settlement of Restricted Stock Units that have vested until the Corporation or the agent selected by the Corporation to manage the Plan under which the Restricted Stock Units have been issued (the “Agent”) shall have received from the Eligible Individual Employee a duly executed Form W-9 or W-8, as applicable.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Iac/Interactivecorp)

Settlement of Units. As soon as practicable after any Restricted Stock Units have vested and are no longer subject to the Restriction Period (or, to the extent compliant with Section 409A of the Code, at such later date specified by the Committee or in accordance with the election of the Eligible Individual, if the Committee so permits), such Restricted Stock Units shall be settled; , provided that that, to the extent that any Restricted Stock Units shall be settled due to a Termination of EmploymentEmployment following a Change of Control, to the extent required in order to comply with Section 409A of the Code, such Restricted Stock Units shall be settled no earlier than the first business day that is six months following the Eligible Individual’s “'s "separation from service" within the meaning of Section 409A of the Code. Subject to Paragraph 8 (pertaining to the withholding of taxes), for each Restricted Stock Unit settled pursuant to this Paragraph 2, the Corporation shall (i) if the Eligible Individual is employed within the United States, issue one share of Common Stock for each vested Restricted Stock Unit and cause to be delivered to the Eligible Individual one or more unlegended, freely-transferable stock certificates in respect of such shares issued upon settlement of the vested Restricted Stock UnitsUnits or (ii) if the Eligible Individual is employed outside the United States, pay, or cause to be paid, to the Eligible Individual an amount of cash equal to the Fair Market Value of one share of Common Stock for each vested Restricted Stock Unit settled at such time. Notwithstanding the foregoing, the Corporation shall be entitled to hold the shares or cash issuable upon settlement of Restricted Stock Units that have vested until the Corporation or the agent selected by the Corporation to manage the Plan under which the Restricted Stock Units have been issued (the "Agent") shall have received from the Eligible Individual a duly executed Form W-9 or W-8, as applicable.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Expedia, Inc.)

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