Sell-to-Cover definition

Sell-to-Cover means a program approved by the Administrator in which payment of the Option exercise price or tax withholding obligations may be satisfied, in whole or in part, with Shares subject to the Option, by delivery of an irrevocable direction to a securities broker (on a form prescribed by the Administrator) to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate exercise price and, if applicable, the amount necessary to satisfy the Company’s withholding obligations.

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Sell-to-Cover arrangement described in clause (b) is imposed by the Company on Grantee in connection with the receipt of this Award and is intended to comply with the requirements of Rule 10b5-1(c)(1)(i)

Sell-to-Cover has the meaning specified in Section 5.

Examples of Sell-to-Cover in a sentence

If a Sell to Cover is the method by which Withholding Obligations are satisfied, Participant agrees that as part of the Sell to Cover, additional Shares may be sold to satisfy any associated broker or other fees.
Any proceeds from the sale of Shares pursuant to a Sell to Cover that are in excess of the Withholding Obligations and any associated broker or other fees will be paid to Participant in accordance with procedures the Company may specify from time to time.
Grantee’s election to Sell to Cover and to enter into this 10b5-1 Plan is irrevocable.
Until determined otherwise by the Administrator, any Withholding Obligations will be satisfied through the following method: (i) if Participant is a Section 16 officer of the Company under the Exchange Act as of the Date of Grant, Net Share Withholding, or (ii) if Participant is not a Section 16 officer of the Company under the Exchange Act as of the Date of Grant, a Sell to Cover.
Grantee acknowledges that Grantee’s election to Sell to Cover and the corresponding authorization and instruction to the Agent set forth in Section 7(b) is intended to comply with the requirements of Rule 10b5-1(c)(1) under the Exchange Act, and to be interpreted to comply with the requirements of Rule 10b5-1(c) under the Exchange Act (Grantee’s election to Sell to Cover and the provisions of Section 7(b), collectively, the “10b5-1 Plan”).
Any Sell to Cover arrangement shall be pursuant to terms specified by the Company from time to time.
The Grantee acknowledges that the Grantee may not exercise control over the timing of such Sell to Cover.
Grantee acknowledges that its agreement to Sell to Cover and the corresponding authorization and instruction to the Agent set forth in this Section 10 are intended to constitute a “non-Rule 10b5-1 trading arrangement” within the meaning of Item 408(c) of Regulation S-K under the Act, and will be interpreted to comply with the requirements of such Item 408(c) (the Grantee’s agreement to Sell to Cover and the provisions of this Section 10, collectively, the “Trading Plan”).
The Participant will be responsible for all third-party administration processing fees in connection with such Sell to Cover.
Upon acceptance of the RSU Award, Grantee shall have agreed to Sell to Cover and to enter into this Trading Plan, and ▇▇▇▇▇▇▇ acknowledges that they may not change this decision at any time in the future with respect to the RSU Award.

More Definitions of Sell-to-Cover

Sell-to-Cover tax withholding method to satisfy the Participant’s obligations for Tax-Related Items, and (b) the proceeds from such sale to be wired directly from the Company to the Employer in Colombia for remittance to the local tax authorities. Notifications Securities Law Information. The Shares issuable under the Plan are not and will not be registered with the Colombian registry of publicly traded securities (Registro Nacional de Valores y Emisores), and therefore, the Shares cannot be offered to the public in Colombia. Nothing in the Agreement shall be construed as making a public offer of securities, or the promotion of financial products in Colombia. Exchange Control Information. Foreign investments (e.g., Shares acquired pursuant to the Plan) must be registered with the Central Bank of Colombia (Banco de la República). Upon the subsequent sale or other disposition of investments held abroad, the registration with the Central Bank must be canceled, the proceeds from the sale or other disposition of the Shares must be repatriated to Colombia and the appropriate Central Bank form must be filed (usually with the Participant’s local bank). The Participant acknowledges that the Participant personally is responsible for complying with Colombian exchange control requirements. The Participant should consult with the Participant’s personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations the Participant may have in connection with the Participant’s participation in the Plan. Foreign Asset/Account Reporting Information. An annual informative return must be filed with the Colombian Tax Office detailing any assets held abroad (including the Shares acquired under the Plan). If the individual value of any of these assets exceeds a certain threshold, each asset must be described (e.g., its nature and its value) and the jurisdiction in which it is located must be disclosed. The Participant acknowledges that the Participant personally is responsible for complying with this tax reporting requirement. The Participant should consult with the Participant’s personal advisor(s) regarding any personal foreign asset/foreign account tax obligations the Participant may have in connection with the Participant’s participation in the Plan. CZECH REPUBLIC Terms and Conditions No country-specific provisions. Notifications Exchange Control Information. Upon request of the Czech National Bank (the “CNB”), the Participant may need to report the following to the...

Sell-to-Cover means the selling of sufficient of your Rights to generate enough sale proceeds to cover Costs and Exercise Costs in order to Exercise as many of your applicable remaining Rights as possible;

Sell-to-Cover. Sell to Cover: Upon vesting of RSUs and release of the resulting Ordinary Shares, the Company, on the Participant’s behalf, will instruct ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ or such other agent instructed by the Company from time to time (collectively, the “Agent”) to sell that number of such Ordinary Shares determined in accordance with Section 2.6 of this Agreement as may be necessary to satisfy any resulting withholding tax obligations on the Company, and the Agent will remit the cash proceeds of such sale to the Company. The Company shall then make a cash payment equal to the required tax withholding from the cash proceeds of such sale directly to the appropriate taxing authorities. BY ACCEPTING THIS AWARD OF RESTRICTED STOCK UNITS, PARTICIPANT CONSENTS TO THE USE AND SHARING OF PARTICIPANT'S PERSONAL DATA AS SET FORTH IN THE APPLICABLE PROVISIONS IN EXHIBIT A ARTICLE I GENERAL 1.1

Sell-to-Cover. Upon vesting of the RSUs and any other restricted share units held by you and release of the resulting Ordinary Shares, the Company, on your behalf, will instruct Fidelity Stock Plan Services, LLC or one of its affiliates or such other agent instructed by the Company from time to time (collectively, the “Agent”) to sell that number of such Ordinary Shares determined in accordance with Section 2.6 of the attached Restricted Share Unit Award Agreement (with respect to both the RSUs and any other restricted share units held by you) to satisfy any resulting tax withholding obligations of the Company, and the Agent will remit cash proceeds of such sale to the Company sufficient to satisfy such tax withholding obligations. The Company or a Subsidiary will then pay the required tax withholding obligations to the appropriate taxing authorities. The RSUs will vest as follows if you have not incurred a Termination of Services prior to the applicable time of vesting: [insert vesting provisions] By accepting this award electronically through the Plan service provider’s online grant acceptance process: