Use of Shares Sample Clauses

Use of Shares. The Administrator may, in its sole discretion and subject to such rules as the Administrator may adopt, permit Participant to satisfy, in whole or in part, any withholding tax obligation which may arise in connection with the exercise of this Option either by electing to have the Company withhold from the shares of Common Stock to be issued upon the exercise of this Option that number of shares of common stock, or by electing to deliver to the Company previously-owned shares of common stock, in either case having a Fair Market Value (determined as set forth in the Plan) on the date such tax is determined under the Code (the “Tax Date”) equal to the amount necessary to satisfy the minimum required tax withholding amount based on the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to the supplemental income resulting from the option. In no event may the Company withhold shares having a Fair Market Value in excess of such statutory minimum required tax withholding. Participant’s election to have the company withhold shares of Common Stock or to deliver previously-owned shares of Common Stock upon exercise is irrevocable and is subject to the consent of the Administrator and shall otherwise comply with such rules as the Administrator may adopt to assure compliance with Rule 16b-3 or any successor provision, as then in effect, of the General Rules and Regulations under the Securities and Exchange Act of 1934, if applicable. To the extent that shares of Common Stock may be issued prior to the Tax Date to the electing Participant, Participant hereby agrees to surrender that number of shares on the Tax Date having an aggregate Fair Market Value (determined as set forth in the Plan) equal to the withholding tax due.

Use of Shares. Party A acknowledges and agrees that, except in the case of a Private Placement Settlement, Party A shall use any Shares delivered by Party B to Party A on any Settlement Date with respect to any Transaction to return to securities lenders to close out borrowings created by Party A in connection with its hedging activities related to exposure under such Transaction or otherwise in compliance with applicable law.

Use of Shares. Shares used to satisfy the Exercise Price and/or any required withholding tax will be valued at their Fair Market Value, determined in accordance with the Plan.

Use of Shares. The Committee may, in its sole discretion and subject to such rules as the Committee may adopt, permit the Optionee to satisfy, in whole or in part, any withholding tax obligation which may arise in connection with the exercise of this Option either by electing to have the Company withhold from the shares of Common Stock to be issued upon the exercise of this Option that number of shares of Common Stock, or by electing to deliver to the Company already-owned shares of Common Stock, in either case having a Fair Market Value (determined as set forth in Article X below) on the date such tax is determined under the Code (the “Tax Date”) equal to the amount necessary to satisfy the statutory minimum withholding amount due. The Optionee’s election to have the Company withhold shares of Common Stock or to deliver already-owned shares of Common Stock upon exercise is irrevocable and is subject to the consent or disapproval of the Committee. If the Optionee is an officer, director or beneficial owner of more than 10% of the outstanding Common Stock of the Company and at the time of exercise of this Option the Company has a class of equity securities registered under Section 12 of the Securities Exchange Act of 1934, such election may not be made within six months of the Date of Grant (unless the death or Disability of the Optionee occurs prior to the expiration of such six-month period), and must be made either six months prior to the Tax Date or between the third and twelfth business days following public release of any of the Company’s quarterly or annual summary earnings statements. To the extent that shares of Common Stock may be issued prior to the Tax Date to the Optionee making such an election, the Optionee hereby agrees to surrender that number of shares on the Tax Date having an aggregate Fair Market Value (determined as set forth in Article X below) equal to the amount of withholding tax due. In no event may the Company withhold or accept shares having a Fair Market Value in excess of the statutory minimum required tax withholding.

Use of Shares. GS&Co. acknowledges and agrees that, except in the case of a Private Placement Settlement, GS&Co. shall use any Shares delivered by Counterparty to GS&Co. on any Settlement Date to return to securities lenders to close out borrowings created by GS&Co. in connection with its hedging activities related to exposure under this Transaction or otherwise in compliance with applicable law.

Use of Shares. Except to the extent that Dealer’s obligation to deliver the Return Amount (as defined in the Credit Support Annex) pursuant to the Credit Support Annex in respect of a Transaction has been discharged pursuant to Section 7(u) above, Dealer acknowledges and agrees that Dealer (or its agents or affiliates, as applicable) shall use any Shares delivered by Counterparty to Dealer pursuant to Paragraph 11(h)(iii) of such Credit Support Annex on the Prepayment Date to close its open short position in respect of the Transaction on the Prepayment Date. (ll) Process Agent. Within 14 calendar days of the date hereof, Counterparty shall appoint a Process Agent in England and promptly thereafter provide Dealer with the name and contact information for such Process Agent in writing (electronic mail being sufficient). Counterparty agrees that the process by which any proceedings are commenced in England pursuant to Section 7(k)(b) may be served on it by being delivered to its process agent to the address mentioned above or, if different, to Counterparty’s process agent’s registered office in England for the time being. Such service shall be deemed completed and effective on delivery to such process agent (whether or not it is forwarded to and received by Counterparty). If such person is not or ceases to be effectively appointed to accept service of process on behalf of Counterparty, Counterparty shall, on Dealer’s written demand, appoint a further person in England to accept service of process on Counterparty’s behalf and, failing such appointment within 14 calendar days, Dealer shall be entitled to appoint such a person (at Counterparty’s expense) by written notice to Counterparty. Nothing in this provision shall affect Dealer’s right to serve process in any other manner permitted by law.

Use of Shares. The Committee may, in its sole discretion and subject to such rules as the Committee may adopt, permit the Optionee to satisfy, in whole or in part, any withholding tax obligation which may arise in connection with the exercise of this Option either by electing to have the Company withhold from the shares of Common Stock to be issued upon the exercise of this Option that number of shares of Common Stock, or by electing to deliver to the Company already-owned shares of Common Stock, in either case having a Fair Market Value (determined as set forth in the Plan) on the date such tax is determined under the Code (the "Tax Date") equal to the amount necessary to satisfy the withholding amount due. The Optionee's election to have the Company withhold shares of Common Stock or to deliver already-owned shares of Common Stock upon exercise is irrevocable and is subject to the consent or disapproval of the Committee, and shall otherwise comply with such rules as the Administrator may adopt to assure compliance with Rule 16b-3 or any successor provision, as then in effect, under the Securities Exchange Act of 1934, if applicable. To the extent that shares of Common Stock may be issued prior to the Tax Date to the Optionee making such an election, the Optionee hereby agrees to surrender that number of shares on the Tax Date having an aggregate Fair Market Value (determined as set forth in the Plan) equal to the withholding tax due.