Common use of Conditions to Issuance of Stock Certificates Clause in Contracts

Conditions to Issuance of Stock Certificates. The shares of Common Stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by Catalyst. Such shares of Common Stock shall be fully paid and nonassessable. Catalyst shall not be required to issue or deliver any certificate or certificates for shares of stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Common Stock to listing on all stock exchanges on which such class of stock is then listed; and (b) The completion of any registration or other qualification of such shares of Common Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee shall, in its absolute discretion, deem necessary or advisable; and (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and (d) The receipt by Catalyst of full payment for such shares of Common Stock, including payment of all amounts which, under federal, state or local tax law, Catalyst (or other employer corporation) is required to withhold upon exercise of the Option; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for reasons of administrative convenience.

Conditions to Issuance of Stock Certificates. The shares of Common Stock stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired repurchased by Catalystthe Company. Such shares of Common Stock shall be fully paid and nonassessablenon-assessable. Catalyst The Company shall not be required to issue or deliver any certificate or certificates for shares of stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Common Stock to listing on all stock exchanges on which such class of stock is then listed; and (b) The completion of any registration or other qualification of such shares of Common Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee shall, in its absolute discretion, Board shall deem necessary or advisable; and (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its absolute discretion, Board shall determine to be necessary or advisable; and (d) The receipt by Catalyst of full payment for such shares of Common Stock, including payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, Catalyst (or other employer corporation) it is required to withhold upon exercise of the Option; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Committee Board may from time to time establish for reasons of administrative convenience.

Conditions to Issuance of Stock Certificates. The shares of Common Stock stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by Catalystthe Company. Such shares of Common Stock shall be fully paid and nonassessable. Catalyst The Company shall not be required to issue or deliver any certificate or certificates for shares of stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Common Stock to listing on all stock exchanges on which such class of stock is then listed; and (b) The completion of any registration or other qualification of such shares of Common Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee shall, in its sole and absolute discretion, deem necessary or advisable; and (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its sole and absolute discretion, determine to be necessary or advisable; and (d) The receipt by Catalyst of full payment for such shares of Common Stock, including payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, Catalyst (or other employer corporation) it is required to withhold upon exercise of the Option; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for reasons of administrative convenience.

Conditions to Issuance of Stock Certificates. The shares of Common Stock stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by Catalystthe Company. Such shares of Common Stock shall be fully paid and nonassessable. Catalyst The Company shall not be required to issue or deliver any certificate or certificates for shares of stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions:conditions (except as otherwise waived by the Committee): (a) The admission of such shares of Common Stock to listing on all stock exchanges on which such class of stock is then listed; and (b) The completion of any registration or other qualification of such shares of Common Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee shall, in its absolute discretion, deem necessary or advisable; and (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and (d) The receipt by Catalyst of full payment for such shares of Common Stock, including payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, Catalyst (or other employer corporation) it is required to withhold upon exercise of the Option; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for reasons of administrative convenience.

Conditions to Issuance of Stock Certificates. The shares of Common Stock stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by Catalystthe Company. Such shares of Common Stock shall be fully paid and nonassessable. Catalyst The Company shall not be required to issue or deliver any certificate or certificates for shares of stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions:conditions (except as otherwise waived by the Committee): (a) The admission of such shares of Common Stock to listing on all stock exchanges on which such class of stock is then listed; and (b) The completion of any registration or other qualification of such shares of Common Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, body which the Committee shall, in its absolute discretion, deem necessary or advisable; and (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and (d) The receipt by Catalyst of full payment for such shares of Common Stock, including payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, Catalyst (or other employer corporation) it is required to withhold upon exercise of the Option; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for reasons of administrative convenience.

Conditions to Issuance of Stock Certificates. The shares of Common Stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares of Common Stock or issued shares of Common Stock which have then been reacquired by Catalystthe Company. Such shares of Common Stock shall be fully paid and nonassessable. Catalyst The Company shall not be required to issue or deliver any certificate or certificates for shares of stock Common Stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Common Stock to listing on all stock exchanges on which such class of stock Common Stock is then listed; and; (b) The completion of any registration or other qualification of such shares of Common Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee Administrator shall, in its absolute discretion, deem necessary or advisable; and; (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee Administrator shall, in its absolute discretion, determine to be necessary or advisable; and (d) The receipt by Catalyst the Company of full payment for such shares of Common Stock, including payment of all amounts whichany applicable withholding tax, under federal, state which may be in one or local tax law, Catalyst (or other employer corporation) is required to withhold upon exercise more of the Option; and (e) The lapse forms of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for reasons of administrative convenienceconsideration permitted under Section 4.4.

Conditions to Issuance of Stock Certificates. The shares of Common Stock stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by Catalystthe Company. Such shares of Common Stock shall be fully paid and nonassessable. Catalyst The Company shall not be required to issue or deliver any certificate or certificates for shares of stock purchased upon the exercise of the Option or portion thereof prior to the fulfillment of all of the following conditions: (a) The admission of such shares of Common Stock to listing on all stock exchanges on which such class of stock is then listed; and (b) The completion of any registration or other qualification of such shares of Common Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee shall, in its absolute discretion, deem necessary or advisable; and (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and (d) The receipt by Catalyst of full payment for such shares of Common Stock, including payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, Catalyst (or other employer corporation) it is required to withhold upon exercise of the Option; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for reasons of administrative convenience.

Conditions to Issuance of Stock Certificates. The shares of Common Stock deliverable upon with respect to the exercise of the OptionRestricted Stock Units, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by Catalystthe Company. Such shares of Common Stock shall be fully paid and nonassessable. Catalyst The Company shall not be required to issue or deliver any certificate or certificates for shares of stock purchased upon Stock with respect to the exercise of the Option or portion thereof Restricted Stock Units prior to fulfillment of all of the following conditions: (a) The admission of such shares of Common Stock to listing on all stock exchanges on which such class of stock Stock is then listed; and; (b) The completion of any registration or other qualification of such shares of Common Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee shall, in its absolute discretion, deem necessary or advisable; and; (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and; (d) The receipt by Catalyst of full payment for such shares of Common Stock, including payment of all amounts which, under federal, state or local tax law, Catalyst (or other employer corporation) is required to withhold upon exercise of the Option; and (e) The lapse of such reasonable period of time following the exercise of the Option applicable Distribution Event as the Committee may from time to time establish for reasons of administrative convenience; and (e) The receipt by the Company of full payment of all amounts required to be withheld under federal, state, local and foreign tax laws, with respect to the issuance of such shares or any other taxable event in accordance with Section 16.3 of the Plan.

Conditions to Issuance of Stock Certificates. The shares of Common Stock stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by Catalystthe Company. Such shares of Common Stock shall be fully paid and nonassessable. Catalyst The Company shall not be required to issue or deliver any certificate or certificates for shares of stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Common Stock to listing on all stock exchanges exchanges, if any, on which such class of stock is then listed; and (b) The completion of any registration or other qualification of such shares of Common Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee shall, in its absolute discretion, deem necessary or advisable; and (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and (d) The receipt by Catalyst the Company of full payment for such shares of Common Stockshares, including payment of all amounts which, under federal, state or local tax law, Catalyst the Company (or other employer corporation) is required to withhold upon exercise of the Option; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for reasons of administrative convenience.

Conditions to Issuance of Stock Certificates. The shares of Common Stock stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by Catalystthe Company. Such shares of Common Stock shall be fully paid and nonassessablenon-assessable. Catalyst The Company shall not be required to issue or deliver any certificate or certificates for shares of stock purchased upon the exercise of the Option option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Common Stock to listing on all stock exchanges exchanges, if any, on which such class of stock is then listed; and (b) The completion of any registration or other qualification of such shares of Common Stock under any state or federal Federal law or under the rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee shall, in its absolute discretion, deem necessary or advisable; and (c) The obtaining of any approval or other clearance from any state or federal Federal governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and (d) The receipt by Catalyst of full payment for such shares of Common Stock, including payment to the Company of all amounts which, which it is required to withhold under federalFederal, state or local tax law, Catalyst (or other employer corporation) is required to withhold upon law in connection with the exercise of the Optionoption; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for reasons of administrative convenience.

Conditions to Issuance of Stock Certificates. The shares of Common Stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares of Stock, treasury shares of Stock or issued shares of Stock which have then been reacquired by Catalystthe Company. Such shares of Common Stock shall be fully paid and nonassessable. Catalyst The Company shall not be required to issue or deliver any certificate or certificates for shares of stock Stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Common Stock to listing on all stock exchanges on which such class of stock Stock is then listed; and; (b) The completion of any registration or other qualification of such shares of Common Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee Administrator shall, in its absolute discretion, deem necessary or advisable; and; (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee Administrator shall, in its absolute discretion, determine to be necessary or advisable; and; (d) The receipt by Catalyst the Company of full payment for such shares of Common Stock, including payment of all amounts whichany applicable withholding tax, under federal, state which may be in one or local tax law, Catalyst (or other employer corporation) is required to withhold upon exercise more of the Optionforms of consideration permitted under Section 4.4; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Committee Administrator may from time to time establish for reasons of administrative convenience.

Conditions to Issuance of Stock Certificates. The shares of Common Stock stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by Catalystthe Company. Such shares of Common Stock shall be fully paid and nonassessable. Catalyst The Company shall not be required to issue or deliver any certificate or certificates for shares of stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Common Stock to listing on all stock exchanges on which such class of stock is then listed; and (b) The completion of any registration or other qualification of such shares of Common Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee or Board shall, in its absolute discretion, deem necessary or advisable; and (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee or Board shall, in its absolute discretion, determine to be necessary or advisable; and (d) The receipt by Catalyst the Company of full payment for such shares of Common Stockshares, including payment of all amounts which, under federal, state or local tax law, Catalyst (or other employer corporation) it is required to withhold upon exercise of the Option; and (e) The receipt by the Company of representations from the Optionee to the effect that, upon exercise of the Option, he will acquire the optioned shares for his own account for investment and not with any intent or view to any distribution, resale or other disposition of the optioned shares, and such further representations and agreements as the Company may reasonably determine to be necessary or appropriate to assure and to evidence compliance with the requirements of the Act; and (f) The lapse of such reasonable period of time following the exercise of the Option as the Committee or Board may from time to time establish for reasons of administrative convenience.

Conditions to Issuance of Stock Certificates. The shares of Common Stock deliverable upon with respect to the exercise of the OptionRestricted Stock Units, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by Catalystthe Company. Such shares of Common Stock shall be fully paid and nonassessable. Catalyst The Company shall not be required to issue or deliver any certificate or certificates for shares of stock purchased upon Stock with respect to the exercise of the Option or portion thereof Restricted Stock Units prior to fulfillment of all of the following conditions: (a) The admission of such shares of Common Stock to listing on all stock exchanges on which such class of stock Stock is then listed; and; (b) The completion of any registration or other qualification of such shares of Common Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee shall, in its absolute discretion, deem necessary or advisable; and; (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and; (d) The receipt by Catalyst of full payment for such shares of Common Stock, including payment of all amounts which, under federal, state or local tax law, Catalyst (or other employer corporation) is required to withhold upon exercise of the Option; and (e) The lapse of such reasonable period of time following the exercise of the Option applicable distribution event as the Committee may from time to time establish for reasons of administrative convenience; and (e) The receipt by the Company of full payment of all amounts required to be withheld under federal, state, local and foreign tax laws, with respect to the issuance of such shares or any other taxable event in accordance with Section 2.1 below.

Conditions to Issuance of Stock Certificates. The shares of Common Stock stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by Catalystthe Company. Such shares of Common Stock shall be fully paid and nonassessable. Catalyst The Company shall not be required to issue or deliver any certificate or certificates for shares of stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Common Stock to listing or quotation on all stock exchanges or marketplaces on which such class of stock is then listedlisted or quoted; and (b) The completion of any registration or other qualification of such shares of Common Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee shall, in its absolute discretion, deem necessary or advisable; and (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and (d) The receipt by Catalyst the Company of full payment for such shares of Common Stockshares, including payment of all amounts which, under federal, state or local tax law, Catalyst the Company (or other employer corporation) is required to withhold upon exercise of the Option; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for reasons of administrative convenience.

Conditions to Issuance of Stock Certificates. The shares of Common Stock stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by Catalystthe Company. Such shares of Common Stock shall be fully paid and nonassessable. Catalyst The Company shall not be required to issue or deliver any certificate or certificates for shares of stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions:conditions (except as otherwise waived by the Committee): (a) The admission of such shares of Common Stock to listing on all stock exchanges on which such class of stock is then listed; and (b) The completion of any registration or other qualification of such shares of Common Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee shall, in its absolute discretion, deem necessary or advisable; and (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and (d) The receipt by Catalyst of full payment for such shares of Common Stock, including payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, Catalyst (or other employer corporation) it is required to withhold upon exercise of the Option; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Committee Board may from time to time establish for reasons of administrative convenience.

Conditions to Issuance of Stock Certificates. The shares of Common Stock deliverable upon with respect to the exercise of the OptionRestricted Stock Units, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by Catalystthe Company. Such shares of Common Stock shall be fully paid and nonassessable. Catalyst The Company shall not be required to issue or deliver any certificate or certificates for shares of stock purchased upon Common Stock with respect to the exercise of the Option or portion thereof Restricted Stock Units prior to fulfillment of all of the following conditions: (a) The admission of such shares of Common Stock to listing on all stock exchanges on which such class of stock Common Stock is then listed; and; (b) The completion of any registration or other qualification of such shares of Common Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee Administrator shall, in its absolute discretion, deem necessary or advisable; and; (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee Administrator shall, in its absolute discretion, determine to be necessary or advisable; and; (d) The lapse of such reasonable period of time following the applicable Distribution Event as the Administrator may from time to time establish for reasons of administrative convenience; and (e) The receipt by Catalyst the Company of full payment for such shares of Common Stock, including payment of all amounts which, under federal, state or local tax law, Catalyst the Company (or other employer corporation) is required to withhold upon exercise of the Option; and (e) The lapse issuance of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for reasons of administrative convenienceshares.

Conditions to Issuance of Stock Certificates. The shares of Common -------------------------------------------- Stock issuable and deliverable to Grantee upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares of Common Stock which have then been reacquired by Catalystthe Company. Such shares of Common Stock shall be fully paid and nonassessable. Catalyst The Company shall not be required to issue or deliver any certificate or certificates for shares of Common stock purchased upon the exercise of the any Option or nor portion thereof prior to fulfillment of all of the following conditions: (a) The the admission of such shares of Common Stock to listing on all stock exchanges on which such class of stock is then listed; and; (b) The the completion of any registration or other qualification of such shares of Common Stock under any state or federal law or under rulings the filings or regulations of the Securities and Exchange Commission or of any other federal or state governmental regulatory body, which the Committee shall, in its absolute discretion, deem Chief Financial Officer of the Company shall determine to be necessary or advisable; and; (c) The the obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its absolute discretion, Chief Financial Officer of the Company shall determine to be necessary or advisable; and; (d) The receipt by Catalyst of full the payment for such shares of Common Stock, including payment to the Company (or other employer corporation) of all taxes and other amounts which, which it is required to withhold under federal, state or local tax law, Catalyst (or other employer corporation) is required to withhold upon law in connection with the exercise of the Option; and (e) The the lapse of such reasonable period of time following the exercise of the Option as the Committee Chief Financial Officer of the Company may establish from time to time establish for reasons of administrative convenience.

Conditions to Issuance of Stock Certificates. The shares of Common Stock stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by Catalystthe Company. Such shares of Common Stock shall be fully paid and nonassessable. Catalyst The Company shall not be required to issue or deliver any certificate or certificates for shares of stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Common Stock to listing on any and all stock exchanges on which such class of stock is then listed; and; (b) The completion of any registration or other qualification of such shares of Common Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee shall, in its absolute discretion, deem necessary or advisable; and; (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and; (d) The receipt by Catalyst of full payment for such shares of Common Stock, including payment to the Company of all amounts which, under federal, state or local tax law, Catalyst (or other employer corporation) it is required to withhold upon exercise of the Option; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for reasons of administrative convenience.

Conditions to Issuance of Stock Certificates. The Any shares of Common Company Stock deliverable upon the exercise settlement of the Option, or any portion thereof, Restricted Share Units may be either previously authorized but unissued shares of Common Stock or issued shares of Common Stock which have then been reacquired by Catalystthe Company. Such shares of Common Stock shall be fully paid and nonassessable. Catalyst The Company shall not be required to issue or deliver any certificate or certificates for shares of stock purchased Common Stock upon the exercise settlement of the Option Restricted Share Units or portion thereof prior to fulfillment of all of the following conditions: : (a) The admission of such shares of Common Stock to listing on all stock exchanges on which such class of stock is then listed; and and (b) The completion of any registration or other qualification of such shares of Common Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee shall, in its absolute sole discretion, deem necessary or advisable; and and (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its absolute sole discretion, determine to be necessary or advisable; and and (d) The receipt by Catalyst the Company of full payment for such shares of Common Stock, including payment of all amounts which, under federal, state or local tax law, Catalyst the Company (or other employer corporationSubsidiary) is required to withhold upon exercise the settlement of the Option; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for reasons of administrative convenienceRestricted Share Units.

Conditions to Issuance of Stock Certificates. The shares of Common Stock stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by Catalystthe Company. Such shares of Common Stock shall be fully paid and nonassessable. Catalyst The Company shall not be required to issue or deliver any certificate or certificates for shares of stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Common Stock to listing on all stock exchanges on which such class of stock is then listed; and (b) The completion of any registration or other qualification of such shares of Common Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee Chief Financial Officer shall, in its absolute discretion, deem necessary or advisable; and (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee Chief Financial Officer shall, in its absolute discretion, determine to be necessary or advisable; and (d) The receipt by Catalyst of full payment for such shares of Common Stock, including payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, Catalyst (or other employer corporation) it is required to withhold upon exercise of the Option; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Committee Chief Financial Officer may from time to time establish for reasons of administrative convenience.

Conditions to Issuance of Stock Certificates. The shares of Common Stock stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by Catalystthe Company. Such shares of Common Stock shall be fully paid and nonassessable. Catalyst The Company shall not be required to issue or deliver any certificate or certificates for shares of stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Common Stock to listing on all stock exchanges on which such class of stock is then listed; and (b) The completion of any registration or other qualification of such shares of Common Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee Board shall, in its absolute discretion, deem necessary or advisable; and (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee Board shall, in its absolute discretion, determine to be necessary or advisable; and (d) The receipt by Catalyst the Company of full payment for such shares of Common Stockshares, including payment of all amounts which, under federal, state or local tax law, Catalyst (or other employer corporation) it is required to withhold upon exercise of the Option; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Committee Board may from time to time establish for reasons of administrative convenience, provided, however, that the Company shall undertake and diligently pursue satisfaction of the foregoing conditions within a reasonable time after exercise of the Option.

Conditions to Issuance of Stock Certificates. The shares of Common Stock stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares which that have then been reacquired re-acquired by Catalystthe Company. Such shares of Common Stock shall be fully paid and or nonassessable. Catalyst The Company shall not be required to issue or deliver any certificate or certificates for shares of stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Common Stock to listing on any and all stock exchanges on which such class of stock is then listed; and; (b) The completion of any registration or other qualification of such shares of Common Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee shall, in its absolute discretion, deem necessary or advisable; and; (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and; (d) The receipt by Catalyst of full payment for such shares of Common Stock, including payment to the Company of all amounts which, under federal, state or local tax law, Catalyst (or other employer corporation) it is required to withhold upon exercise of the Option; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for reasons of administrative convenience.

Conditions to Issuance of Stock Certificates. The shares of Common Stock stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by Catalystthe Company. Such shares of Common Stock shall be fully paid and nonassessable. Catalyst The Company shall not be required to issue or deliver any certificate or certificates for shares of stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Common Stock to listing on all stock exchanges on which such class of stock is then listed; and (b) The completion of any registration or other qualification of such shares of Common Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee shall, in its absolute discretion, deem necessary or advisable; and (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and (d) The receipt by Catalyst the Company of full payment for such shares of Common Stockshares, including payment of all amounts which, under federal, state or local tax law, Catalyst the Company (or other employer corporationany Subsidiary) is required to withhold upon exercise of the Option; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for reasons of administrative convenience.

Conditions to Issuance of Stock Certificates. The shares of Common Stock stock -------------------------------------------- deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by Catalystthe Company. Such shares of Common Stock shall be fully paid and nonassessablenon- assessable. Catalyst The Company shall not be required to issue or deliver any certificate or certificates for shares Shares of stock Common Stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: : (a) The the admission of such shares of Common Stock the Shares to listing on all stock exchanges exchanges, if any, on which such that class of stock is then listed; and (b) The the completion of any registration or other qualification of such shares of Common Stock the Shares under any state or federal law or under the rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee shall, in its absolute discretion, deem necessary or advisable; and (c) The the obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and (d) The receipt by Catalyst of full the payment for such shares of Common Stock, including payment to the Company of all amounts which, which it is required to withhold under federal, state or local tax law, Catalyst (or other employer corporation) is required to withhold upon law in connection with the exercise of the Option; and and (e) The the lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for reasons of administrative convenience.

Conditions to Issuance of Stock Certificates. The shares of Common Stock stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by Catalystthe Company. Such shares of Common Stock shall be fully paid and nonassessable. Catalyst The Company shall not be required to issue or deliver any certificate or certificates for shares of stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Common Stock to listing on all stock exchanges on which such class of stock is then listed; and (b) The completion of any registration or other qualification of such shares of Common Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee or Board shall, in its absolute discretion, deem necessary or advisable; and (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee or Board shall, in its absolute discretion, determine to be necessary or advisable; and (d) The receipt by Catalyst the Company of full payment for such shares of Common Stockshares, including payment of all amounts which, under federal, state or local tax law, Catalyst (or other employer corporation) it is required to withhold upon exercise of the Option; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Committee or Board may from time to time establish for reasons of administrative convenience; and (f) The restrictions on ownership and transfer of Common Stock set forth in the Company's charter and bylaws.

Conditions to Issuance of Stock Certificates. The shares of Common Stock stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by Catalystthe Company. Such shares of Common Stock shall be fully paid and nonassessable. Catalyst The Company shall not be required to issue or deliver any certificate or certificates for shares of stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Common Stock to listing on all stock exchanges on which such class of stock is then listed; and; (b) The completion of any registration or other qualification of such shares of Common Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee shall, in its absolute discretion, deem necessary or advisable; and; (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and; (d) The receipt by Catalyst of full payment for such shares of Common Stock, including payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, Catalyst (or other employer corporation) it is required to withhold upon exercise of the Option; and; (e) The lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for reasons of administrative convenience; and (f) The written acknowledgment of Optionee of the continued applicability of the restrictions contained in this Agreement (including Article IV) and the Plan, if applicable.

Conditions to Issuance of Stock Certificates. The shares of Common Stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares of Common Stock or issued shares of Common Stock which have then been reacquired by Catalystthe Company. Such shares of Common Stock shall be fully paid and nonassessable. Catalyst The Company shall not be required to issue or deliver any certificate or certificates for shares of stock Common Stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Common Stock to listing on all stock exchanges on which such class of stock Common Stock is then listed; and; (b) The completion of any registration or other qualification of such shares of Common Stock under any state local, state, federal or federal foreign law or under rulings or regulations of the U.S. Securities and Exchange Commission or of any other governmental regulatory body, which the Committee Company shall, in its absolute discretion, deem necessary or advisable; and; (c) The obtaining of any approval or other clearance from any state local, state, federal or federal foreign governmental agency which the Committee Company shall, in its absolute discretion, determine to be necessary or advisable; and; (d) The receipt by Catalyst the Company of full payment of the Exercise Price for such shares of Common Stock, including Stock and full payment of all amounts which, under federal, state or local tax law, Catalyst (or other employer corporation) is required to withhold upon exercise of the Optionany Tax-Related Items; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Committee Company may from time to time establish for reasons of administrative convenience.

Conditions to Issuance of Stock Certificates. The shares of stock deliverable, either in the form of Common Stock deliverable certificates or as evidenced in a book-entry system (such as in a direct registration system), upon the exercise of the Option, or any portion part thereof, may be either previously authorized but unissued shares or shares, issued shares which have then been reacquired by Catalystthe Company, or shares held by a grantor trust (such as the Employee Stock Benefit Trust). Such shares of Common Stock shall be fully paid and nonassessable. Catalyst The Company shall not be required to issue or deliver any certificate or certificates certificates, or to provide instructions for book entries, for shares of stock purchased upon the exercise of the Option or portion part thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Common Stock to listing on all stock exchanges on which such class of stock is then listed; and; (b) The completion of any registration or other qualification of such shares of Common Stock under any state or federal law law, or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, body which the Committee shall, in its absolute discretion, deem necessary or advisable; and; (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and; (d) The receipt by Catalyst of full payment for such shares of Common Stock, including payment of all amounts which, under federal, state or local tax law, Catalyst (or other employer corporation) is required to withhold upon exercise of the Option; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for reasons of administrative convenience; and (e) Subject to the terms of the Plan, the receipt by the Company of full payment for such shares.

Conditions to Issuance of Stock Certificates. The shares of Common Stock stock deliverable upon the exercise of the Option, or any portion thereof, Option may be either previously authorized but unissued shares or issued shares which have then been reacquired by Catalystthe Company. Such shares of Common Stock shall be fully paid and nonassessable. Catalyst The Company shall not be required to issue or deliver any certificate or certificates for shares of stock purchased upon the exercise of the Option or portion thereof prior to the fulfillment of all of the following conditions: (a) The admission of such shares of Common Stock to listing on all stock exchanges on which such class of stock is then listed; and (b) The completion of any registration or other qualification of such shares of Common Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee shall, in its absolute discretion, deem necessary or advisable; and (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and (d) The receipt by Catalyst of full payment for such shares of Common Stock, including payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, Catalyst (or other employer corporation) it is required to withhold upon exercise of the Option; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for reasons of administrative convenience.

Conditions to Issuance of Stock Certificates. The shares of Common Stock stock deliverable upon the exercise of the Option, . or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by Catalystthe Company. Such shares of Common Stock shall be fully paid and nonassessablenonasseable. Catalyst The Company shall not be required to issue or deliver any certificate or certificates for shares of stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Common Stock to listing on all stock exchanges on oil which such class of stock is then listed; and (b) The completion of any registration or other qualification of such shares of Common Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee shall, . in its absolute discretion, deem necessary or advisable; and (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and (d) The receipt by Catalyst of full payment for such shares of Common Stock, including payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, Catalyst (or other employer corporation) it is required to withhold upon exercise of the Option; and (e) The lapse of such reasonable period of time following the exercise of the tile Option as the Committee may from time to time establish for reasons of administrative convenience.

Conditions to Issuance of Stock Certificates. The shares of Common Stock stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares shares, which have then been reacquired by Catalystthe Company. Such shares of Common Stock shall be fully paid and nonassessable. Catalyst The Company shall not be required to issue or deliver any certificate or certificates for shares of stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions, in addition to any other conditions recited in the Plan: (a) The admission of such shares of Common Stock to listing on all stock exchanges on which such class of stock is then listed; and; (b) The completion and continued availability of any registration or other qualification of such shares shares, or an exemption for issuance of Common Stock such shares, under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee Administrator shall, in its absolute discretion, deem necessary or advisable; and; (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee Administrator shall, in its absolute discretion, determine to be necessary or advisable; and; (d) The receipt by Catalyst the Company (or Subsidiary employer) of full payment for such shares of Common Stockshares, including payment of all amounts which, under federal, state or local tax law, Catalyst (or other employer corporation) it is required to withhold upon exercise of the Option; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Committee Administrator may from time to time establish for reasons of administrative convenience.

Conditions to Issuance of Stock Certificates. The shares of Common Stock stock ----------- -------------------------------------------- deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by Catalystthe Company. Such shares of Common Stock shall be fully paid and nonassessable. Catalyst The Company shall not be required to issue or deliver any certificate or certificates for shares of stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Common Stock to listing on all stock exchanges on which such class of stock is then listed; and (b) The completion of any registration or other qualification of such shares of Common Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee shall, in its sole and absolute discretion, deem necessary or advisable; and (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its sole and absolute discretion, determine to be necessary or advisable; and (d) The receipt by Catalyst of full payment for such shares of Common Stock, including payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, Catalyst (or other employer corporation) it is required to withhold upon exercise of the Option; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for reasons of administrative convenience.

Conditions to Issuance of Stock Certificates. The shares of Common Stock stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by Catalystthe Company. Such shares of Common Stock shall be fully paid and nonassessable. Catalyst The Company shall not be required to issue or deliver any certificate or certificates for shares of stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Common Stock to listing or quotation on all stock exchanges or securities markets on which such class of stock is then listedlisted or quoted; and (b) The completion of any registration or other qualification of such shares of Common Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee shall, in its absolute discretion, deem necessary or advisable; and (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and (d) The receipt by Catalyst the Company of full payment for such shares of Common Stockshares, including payment of all amounts which, under federal, state or local tax law, Catalyst the Company (or other employer corporation) is required to withhold upon exercise of the Option; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for reasons of administrative convenience.

Conditions to Issuance of Stock Certificates. The shares of Common Stock stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by Catalystthe Company. Such shares of Common Stock shall be fully paid and nonassessable. Catalyst The Company shall not be required to issue or deliver any certificate or certificates for shares of stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Common Stock to listing on all stock exchanges on which such class of stock is then listed; and (b) The completion of any registration or other qualification of such shares of Common Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee Board shall, in its absolute discretion, deem necessary or advisable; and (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee Board shall, in its absolute discretion, determine to be necessary or advisable; and (d) The receipt by Catalyst the Company of full payment for such shares of Common Stockshares, including payment of all amounts which, under federal, state or local tax law, Catalyst the Company (or other employer any Subsidiary corporation) is required to withhold upon exercise of the Option; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Committee Board may from time to time establish for reasons of administrative convenience.