Book Entry. In lieu of the issuance of stock certificates evidencing Shares, the Company may use a “book entry” system in which a computerized or manual entry is made in the records of the Company to evidence the issuance of such Shares. Such Company records are, absent manifest error, binding on all parties.

Book-Entry. As soon as practicable after the Grant Date of an Award, the Company shall cause its transfer agent to maintain a book entry account in the Participant’s name reflecting the Award, which shall be subject to applicable stop transfer instructions.

Book-Entry Registration. The Restricted Shares initially will be evidenced by book-entry registration only, without the issuance of a certificate representing the Restricted Shares.

Book Entry; Certificates. The Company shall recognize the Participant’s ownership through uncertificated book entry. If elected by the Company, certificates evidencing the Shares may be issued by the Company and any such certificates shall be registered in the Participant’s name on the stock transfer books of the Company promptly after the date hereof, but shall remain in the physical custody of the Company or its designee at all times prior to the later of # the vesting of Restricted Shares pursuant to this Agreement and # the expiration of any transfer restrictions set forth in this Agreement or otherwise applicable to the Shares. As soon as practicable following such time, any certificates for the Shares shall be delivered to the Participant or to the Participant’s legal guardian or representative along with the stock powers relating thereto. No certificates shall be issued for fractional Shares. To the extent required by the Company, the Participant shall deliver to the Company a stock power, duly endorsed in blank, relating to the Restricted Shares that have not previously vested. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates (if any) to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves.

Book Entry; Restrictive Legend. All Restricted Shares will be held at the Company’s transfer agent in book entry form with appropriate restrictions relating to the transfer of such Restricted Shares.

Share Certificates and Book Entry. To the extent that the Plan provides for issuance of stock certificates to represent shares of Stock, the issuance may be effected on a non-certificated basis to the extent permitted by applicable law and the applicable rules of any stock exchange. Notwithstanding any provision of the Plan to the contrary, in its discretion the Committee may satisfy any obligation to deliver Shares represented by stock certificates by delivering Shares in book-entry or electronic form. If the Company issues any Shares in book-entry or electronic form that are subject to terms, conditions and restrictions on transfer, a notation shall be made in the records of the transfer agent with respect to any such Shares describing all applicable terms, conditions and restrictions on transfer. In the case of Restricted Stock granted under the Plan, such notation shall be substantially in the form of the legend contained in Section 7.5.

Section #Book Entry.

Generic Entry. The royalty rates set forth in part ​ of this Fee Schedule that are applied to the Net Revenue of a Product in a country shall be reduced by […​…]% if a Generic Product in respect of that Product is sold in such country, beginning in the first Quarter during which such Generic Product is sold in such country.

Early Entry. Provided that Tenant and its agents do not unreasonably interfere with Landlord's work in the Premises, Landlord shall allow Tenant access to the Premises beginning on the date estimated to be two (2) weeks prior to Substantial Completion of the Improvements for the purpose of Tenant installing furniture and equipment in the New Premises. Prior to Tenant's entry into the New Premises as permitted by the terms of this Section 6.4, Tenant shall submit certificates of insurance reasonably acceptable to Landlord and shall submit a schedule to Landlord (and Landlord's contractor, if so requested by Landlord), for their approval, which schedule shall detail the timing and purpose of Tenant's entry. Tenant shall hold Landlord harmless from and indemnify, protect and defend Landlord against any loss or damage to the New Building or New Premises and against injury to any persons caused by Tenant's actions pursuant to this Section 6.4.

or ☐ Book Entry☐ Certificated

use its commercially reasonable efforts to procure the cooperation of the Company’s transfer agent in settling any offering or sale of Registrable Securities, including with respect to the transfer of physical security instruments into book-entry form in accordance with any procedures reasonably requested by the Holders or any managing underwriter(s);

Legend. To the extent applicable, all book entries (or certificates, if any) representing the Shares delivered to the Participant as contemplated by Section 1 above shall be subject to the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares are listed, and any applicable Federal or state laws, and the Committee may cause notations to be made next to the book entries (or a legend or legends put on certificates, if any) to make appropriate reference to such restrictions. Any such book entry notations (or legends on certificates, if any) shall include a description to the effect of the restrictions set forth in Section 8 below.

Notwithstanding any provision of the Plan to the contrary, the ownership of the shares of Stock issued under the Plan may be evidenced in such a manner as the Committee, in its sole discretion, deems appropriate, including by book-entry or direct registration (including transaction advices) or the issuance of one or more share certificates.

DISTRIBUTION OF COMMON SHARES . The Company will deliver to you a certificate or notice of book entry of the Settlement Shares issuable in accordance with the provisions of Section 3 as soon as practicable after the Measurement Date, but in any event no later than sixty (60) days after such date (the “ Settlement Date”).

The Executive shall not be deemed for any purposes to be a stockholder of the Company with respect to any of the Shares underlying the Performance Stock or Cash Settled Performance Stock except to the extent that such Shares have been issued in settlement of the Performance Stock and stock issued in book entry.]

Stock Certificates. The Company will set up a book entry Restricted Shares account for the Recipient with the Company's transfer agent for the Restricted Shares as soon as practicable. The Company will distribute share certificates to the Recipient or, if applicable, his or her beneficiary, when the Restricted Stock becomes vested in accordance with Section 3 of this Agreement.

At or prior to the Closing, the Seller shall deliver to the Transfer Agent the original, duly executed, bearing a Medallion signature guarantee, irrevocable stock power satisfactory to the Transfer Agent (or other instrument of transfer satisfactory to the Transfer Agent to effect the transfer thereof) to deliver the Shares in book-entry form to the Purchaser.

After the Company confirming that full payment for the Shares has been collected, the shareholder services agent of the Company shall enter the number of Shares so subscribed into the register of members of the Company and deliver to such Optionee the newly issued shares within five (5) business days by means of book-entry system.

Deliver to the Company settlement instructions (“Settlement Instructions”), which Settlement Instructions shall set forth # the Lender’s election to receive the Shares in the form of book- entry notations in the records of the Company’s transfer agent; and # the election of the Lender to direct the transfer agent to reissue all or a portion of such Shares to Noteholders; and

Promptly after the lapse of the restrictions with respect to any of the Award Shares, the Company shall, as applicable, either remove the notations on any of the Award Shares issued in book entry form as to which the restrictions have lapsed or deliver to the Participant a certificate or certificates evidencing the number of Award Shares as to which the restrictions have lapsed.