Timing of Issuance. In any case in which this Section 2.3 shall require that an adjustment in the Exercise Price be made effective as of a record date for a specified event, the Corporation may elect to defer until the occurrence of such event the issuance to the holder of any Right exercised after such record date the number of Common Shares and other securities of the Corporation, if any, issuable upon such exercise over and above the number of Common Shares and other securities of the Corporation, if any, issuable upon such exercise on the basis of the Exercise Price in effect prior to such adjustment;
Timing of Issuance. (a) Subject to Section 4(b), with respect to any Units for which the applicable performance goal is satisfied, Shares will be issued in respect of all vested Units as soon as reasonably practicable following the date on which the Compensation Committee or the Board certifies the extent to which the applicable performance conditions have been satisfied, but not later than March 15 of the calendar year beginning after the Specified Date (or upon the Company’s termination of this arrangement in a manner consistent with the requirements of Treas. Reg. § 1.409A-3(j)(4)(ix)).
(b) Notwithstanding anything herein to the contrary:
(i) to the extent permitted by Treas. Reg. § 1.409A-3(j)(4)(vi), the issuance of Shares in respect of a number of vested Units will be accelerated to the date that employment taxes become payable with respect to this Award. Such number of Units will be equal to the reasonably estimated amount of employment taxes then required to be withheld and remitted, divided by the then current Fair Market Value;
(ii) to the extent the requirements of Treas. Reg. § 1.409A-2(b)(7)(ii) are met, the issuance of Shares hereunder will be delayed to the extent the Company reasonably anticipates that the issuance will violate Federal securities laws or other applicable laws; and
(iii) to the extent compliance with the requirements of Treas. Reg. § 1.409A-3(i)(2) is necessary to avoid the application of an additional tax under Section 409A of the Code, Shares that are otherwise issuable upon the Grantee’s “separation from service” (as that term is defined in Treas. Reg. § 1.409A-1(h)) will be deferred (without interest) and issued to the Grantee immediately following that six month period.
(c) Fractional Shares will be rounded up to the next whole Share, except that where the number of Target Units granted is not divisible by 4, in calculating the portion of Target Units to be adjusted during each Measurement Period pursuant to Section 2 (the “25 % Calculation”), such 25% Calculation may be rounded up or down in any single Measurement Period so that the total of the 25% Calculations for all Measurement Periods shall not exceed the number of Target Units granted.
Timing of Issuance. (a) Upon the vesting of the Units pursuant to Section 2 hereof, one Share shall be issuable for each Unit that vests, subject to the terms and provisions of the Program and this Agreement. Thereafter, upon the Grantee’s satisfaction of any required tax withholding obligations, the Company shall issue to the Grantee Shares underlying any vested Units as soon as practicable (but in no event later than 2½ months after the date such Unit becomes vested pursuant to Section 2 hereof). The Company will cause the Shares to be issued in the Grantee’s name in uncertificated form. At such time as any Units become vested, the Company will adjust its ownership records so as to remove any legends and stop-transfer orders with respect to the Shares underlying such vested Units, and the Company will cause a statement of ownership with respect to the Shares underlying such vested Units to be issued and delivered to the Grantee (provided that appropriate arrangements have been made with the Company for the withholding or payment of any taxes that may be due with respect to the Shares underlying such vested Units).
(b) Upon each transfer of Shares in accordance with this Section 3, the Company shall have satisfied its obligation with respect to the number of Units equal to the number of Shares issued to the Grantee pursuant thereto (and, the number of Shares (if any) the issuance of which was withheld in satisfaction of applicable tax withholding requirements), taking into account any adjustment pursuant to Section 5 hereof, and the Grantee shall have no further rights to claim any additional Shares in respect thereof.
(c) The Company shall have a right to require the Grantee to remit to the Company an amount sufficient to satisfy any federal, state and local withholding tax requirements prior to the issuance of any Shares. The Grantee may satisfy the applicable withholding tax obligations by paying the amount of any taxes in cash, or, to the extent permitted by the Committee, Shares or other securities may be delivered to the Company or deducted from the number of Shares to be issued to the Grantee pursuant to this Agreement to satisfy the obligation in full or in part as long as such withholding of Shares does not violate any applicable laws, rules, or regulations of federal, state, or local authorities (including Section 16 of the Securities Exchange Act of 1934, and the rules promulgated thereunder, if applicable). The Grantee shall make such payment or arrangement no la...
Timing of Issuance. In any case in which this section 2.3 shall require that an adjustment in the Exercise Price be made effective as of a record date for a specified event, the Corporation may elect to defer until the occurrence of such event the issuance to the holder of any Right exercised after such record date the number of Common Shares and other securities of the Corporation, if any, issuable upon such exercise over and above the number of Common Shares and other securities of the Corporation, if any, issuable upon such exercise on the basis of the Exercise Price in effect prior to such adjustment; provided, however, that the Corporation shall deliver to such holder an appropriate instrument evidencing such holder's right to receive such additional shares (fractional or otherwise) or other securities upon the occurrence of the event requiring such adjustment.
Timing of Issuance. As soon as practicable (and in any case within 2½ months) following the date Units become vested hereunder, and subject to the satisfaction of applicable tax withholding requirements, Shares will be issued in respect of those vested Units. However, if the Units vest as a result of the application of Section 2(a)(ii)(C) or 2(b) and the period for the required release to become irrevocable under Section 2(d)(ii) spans two calendar years, Shares will not be issued prior to the start of that second calendar year. Fractional Shares will be rounded up to the next whole Share.
Timing of Issuance. (a) Subject to Section 4(b), Shares will be issued in respect of all earned Units (including any additional Units credited under Section 7(b)) during the first two and a half months of the calendar year beginning after the Specified Date.
(b) Notwithstanding anything herein to the contrary: (i) to the extent permitted by Treas. Reg. § 1.409A-3(j)(4)(vi), the issuance of Shares in respect of a number of earned Units may be accelerated to the date that employment taxes become payable with respect to this Award. Such number of Units will be equal to the reasonably estimated amount of employment taxes then required to be withheld and remitted, divided by the then current Fair Market Value; (ii) to the extent the requirements of Treas. Reg. § 1.409A-2(b)(7)(ii) are met, the issuance of Shares hereunder will be delayed to the extent the Company reasonably anticipates that the issuance will violate Federal securities laws or other applicable laws; and (iii) the Company may terminate this arrangement at any time prior to the end of the Measurement Period in a manner consistent with the requirements of Treas. Reg. § 1.409A-3(j)(4)(ix). -3-
(c) Fractional Shares will be rounded down to the next whole Share.
Timing of Issuance. (a) Subject to Section 3(b), Shares will be issued in respect of vested Units upon the earliest to occur of:
(i) the Vesting Date;
(ii) the Participant’s “separation from service” (as that term is defined in Treas. Reg. § 1.409A-1(h)), provided that such separation is due to (A) a termination by the Company or an Affiliate without Cause, (B) a resignation by the Participant with Good Reason within two years following a Change in Control, or (C) the Participant’s Disability, if such condition does not render the Participant “disabled” as that term is defined in Treas. Reg. §§ 1.409A-3(i)(4)(i) and (iii);
(iii) the Participant Disability, if such condition renders the Participant “disabled” as that term is defined in Treas. Reg. §§ 1.409A-3(i)(4)(i) and (iii);
(iv) the Participant’s death; or
(v) the Company’s termination of this arrangement in a manner consistent with the requirements of Treas. Reg. § 1.409A-3(j)(4)(ix).
(b) Notwithstanding anything herein to the contrary:
(i) to the extent permitted by Treas. Reg. § 1.409A-3(j)(4)(vi), the issuance of Shares in respect of a number of vested Units will be accelerated to the date that employment taxes become payable with respect to this Award. Such number of Units will be equal to the reasonably estimated amount of employment taxes then required to be withheld and remitted, divided by the then current Fair Market Value;
(ii) to the extent the requirements of Treas. Reg. § 1.409A-2(b)(7)(ii) are met, the issuance of Shares hereunder will be delayed to the extent the Company reasonably anticipates that the issuance will violate Federal securities laws or other applicable laws;
(iii) to the extent compliance with the requirements of Treas. Reg. § 1.409A-3(i)(2) is necessary to avoid the application of an additional tax under Section 409A of the Code, Shares that are otherwise issuable upon the Participant’s “separation from service” (as that term is defined in Treas. Reg. § 1.409A-1(h)) will be deferred (without interest) and issued to the Participant immediately following that six-month period; and
(iv) if the Units vest as a result of the application of Section 2(a)(vi) or 2(b) and the period for the required release to become irrevocable under Section 2(d)(ii) spans two calendar years, Shares will not be issued prior to the start of that second calendar year.
(c) Fractional Shares will be rounded up to the next whole Share.
Timing of Issuance. The Company shall issue certificates for the vested Grant Shares within the seventh (7th) month following termination of Executive’s employment or in the event of Executive’s death or Disability prior to such issuance, within 30 days following such death or Disability. No fractional shares shall be issued.
Timing of Issuance. (a) Upon the vesting of the Units pursuant to Section 2 hereof, one Share shall be issuable for each Unit that vests, subject to the terms and provisions of the Program and this Agreement. Thereafter, the Company shall issue to the Grantee Shares underlying any vested Units as soon as practicable (but in no event later than 2½ months after the date such Unit becomes vested pursuant to Section 2 hereof). The Company will cause the Shares to be issued in the Grantee’s name in uncertificated form. At such time as any Units become vested, the Company will adjust its ownership records so as to remove any legends and stop-transfer orders with respect to the Shares underlying such vested Units, and the Company will cause a statement of ownership with respect to the Shares underlying such vested Units to be issued and delivered to the Grantee.
(b) Upon each transfer of Shares in accordance with this Section 3, the Company shall have satisfied its obligation with respect to the number of Units equal to the number of Shares issued to the Grantee pursuant thereto (taking into account any adjustment pursuant to Section 5 hereof), and the Grantee shall have no further rights to claim any additional Shares in respect thereof.
Timing of Issuance. The Director will endeavour to assess and make a determination of the evidence supplied by the Supplier within two months of receiving the Supplier’s application and the supporting evidence, and will issue the Credits under section 5.3 within two months of receiving the application and evidence unless the Director has reasonable grounds to suspect that the Designated Milestone was not Completed as Required. In making a Determination of Compliance or Determination of Non-Compliance, in relation to Designated Milestones, the Director may take into account any evidence available to the Director, provided that the Director must not make a Determination of Non-Compliance, or delay issuance beyond the period referred to in section 5.4, based on such evidence without first notifying the Supplier of the evidence and giving the Supplier a reasonable opportunity to comment. – change in laws The Director represents that it is the current intention of the Director that if, in the future, the Director is of the opinion that there is a Change of Laws Event the Director will notify the Supplier and negotiate in good faith to amend this Agreement in a manner that, to the extent possible taking into consideration the relevant law and other obligations of the Director under other Part 3 Agreements, maintains the original intent of the Parties. - representations
