Stockholder Approval of the Plan. Notwithstanding anything in this Agreement or the Plan to the contrary, if required by the rules of the principal stock exchange on which the Company’s Common Stock is then traded, the Board will seek stockholder approval of the Plan prior to issuing any shares of Common Stock pursuant to the Restricted Stock Unit Award. If the Board (i) is unable to obtain such stockholder approval prior to the date on which such Common Stock is required to be issued in order to maintain compliance with or an exemption from Section 409A of the Code or (ii) determines, in its sole discretion, that seeking such stockholder approval is not in the best interest of the Company, the restricted stock units shall be settled by a cash payment to the participant based on the number of restricted stock units subject to the award that are then issuable and the Fair Market Value of a share of Common Stock on the applicable Vesting Date.
Stockholder Approval of the Plan. In the event that the stockholders of NYFIX do not approve the Plan, this Agreement shall continue to be governed by the terms of the Plan. 4.5
Stockholder Approval of the Plan. The Restricted Stock Units granted under this Agreement are issued pursuant to the Plan, as amended, as approved by the shareholders of the Company.
