Cancellation of Restricted Stock. To facilitate the cancellation of any Restricted Stock pursuant to Section 2 above, you hereby appoint the Corporate Secretary of the Company as your attorney in fact, with full power of substitution, and authorize him or her, upon the occurrence of a forfeiture pursuant to Section 2 above, to notify the Company’s registrar and transfer agent of the forfeiture of such shares and, if necessary, to deliver to the registrar and transfer agent the certificate representing such shares together with instructions to cancel the shares forfeited. The registrar and transfer agent shall be entitled to rely upon any notices and instructions delivered by your attorney in fact concerning a forfeiture under the terms of this Award Agreement.
Cancellation of Restricted Stock. Notwithstanding the contrary provisions of the Restricted Stock Agreement and the Stock Option Plans, the Restricted Stock shall not vest and become exercisable, and the reacquisition and repurchase rights of the Company shall not lapse, on or after the date hereof or upon the consummation of the "Offer" (as defined in the Merger Agreement) or the "Merger" (as defined in the Merger Agreement). At the "Effective Time" (as defined in the Merger Agreement), the Restricted Stock shall be cancelled and the Restricted Stock Agreement shall terminate and have no further force and effect. Subject to vesting in accordance with this Article, the Company shall pay Executive, for each share of Restricted Stock, an amount (subject to any applicable withholding tax), in cash, equal to the "Merger Consideration" (as defined in the Merger Agreement) (such amount while held in escrow, including interest thereon, being hereinafter referred to as the "Deferred Restricted Stock Consideration"). The Deferred Restricted Stock Consideration (or a portion thereof) shall be paid by the Escrow Agent, to Executive on each vesting date, provided such Deferred Restricted Stock Consideration shall have become vested, or to the Company immediately upon forfeiture, in accordance with this Article. The Deferred Restricted Stock Consideration will be deposited by the Company at the "Effective Time" into an interest bearing escrow account with the Escrow Agent. In the event Executive is then employed by the Company, 33% of the Deferred Restricted Stock Consideration shall vest on the Closing Date (as defined in the Merger Agreement), in the event Executive is then employed by the Company, 33% of the Deferred Restricted Stock Consideration shall vest on March 31, 2001, and in the event Executive is then employed by the Company, the remaining 34% of the Deferred Restricted Stock Consideration shall vest on June 30, 2001; provided, however, that, in the event Executive's employment with the Company terminates due to an Involuntary Termination Without Cause or a Constructive Termination, the Deferred Restricted Stock Consideration shall thereupon vest in full. Any taxes required to be withheld with respect to the Deferred Restricted Stock Consideration shall be withheld and remitted by the Escrow Agent. In the event that Executive's employment with the Company terminates prior to the vesting of the Deferred Restricted Stock Consideration other than due to an Involuntary Termination Without Caus...
Cancellation of Restricted Stock. (a) On the Effective Date, in consideration of good and valuable consideration received and accepted by Director, the receipt and sufficiency of which is fully acknowledged, the Restricted Stock shall be cancelled and shall be of no further force or effect and the termination of all rights to or under the Restricted Stock by Director shall (on behalf of himself and anyone claiming through him, including, without limitation, his spouse, child or children, heirs, beneficiaries, devisees, executors, administrators, attorneys, agents, representatives, and assigns) waive and release the Company, and its past, present and future parents, subsidiaries, affiliates, officers, directors, employees, agents, predecessors, successors and assigns (the “Releasees”), from any and all claims and rights now or hereafter arising out of or in any way relating to the Restricted Stock, Director’s status as a holder of the Restricted Sock or the termination of the Restricted Stock. On and after the Effective Date, Director (and anyone claiming through him) shall not have any rights to or under the Restricted Stock. Director acknowledges and agrees that (a) the waiver and release in this Section 1 is binding on him and anyone claiming through him, including, without limitation, his spouse, child or children, heirs, beneficiaries, devisees, executors, administrators, attorneys, agents, representatives and assigns, and (b) he has not assigned any claims or filed or initiated any legal proceedings against the Releasees in connection with, or related to, any claims or rights described above.
(b) Upon execution hereof, the Director shall deliver to the Company Certificate No. GL_2123 representing the Restricted Stock, duly executed for cancellation, or accompanied by stock powers duly executed in blank (with a medallion guarantee or such other evidence of signature as the Company’s transfer agent may require) whereupon the officers of the Company shall cancel such shares by delivering the Shares to the Company’s stock transfer agent for cancellation.
Cancellation of Restricted Stock. In the event that, on or prior to June 30, 2007, the Company shall not have completed its acquisition of all of the outstanding capital stock of Goldking Energy Corporation ("Goldking"), pursuant to the terms of that certain Stock Purchase Agreement dated effective April 13, 2007, then this Agreement shall be terminated and all shares of Restricted Stock, if any, then granted to Mr. Gaines hereunder shall bx xxxxxxxxcally cancelled as of that date.
Cancellation of Restricted Stock. The 88,000,000 restricted Crown USA Shares held by the President of Crown USA will have been surrendered for cancellation to the treasury of Crown USA; and
Cancellation of Restricted Stock. Within 7 days of Closing, 60,840,000 restricted shares of Pubco Common Stock held by an affiliate of Pubco (the “Pubco Affiliate”) will have been surrendered for cancellation to the treasury of Pubco (the “Share Cancellation”) as consideration for the Divestment as described in Section 7.3.
Cancellation of Restricted Stock. Notwithstanding Section 3(a), but subject to the Plan, any applicable Grant Notice, and any other separate written agreement between Eclipsys and Recipient, if any Cancellation Event occurs, then (i) vesting of any shares of Restricted Stock originally scheduled to vest after the time that Cancellation Event occurred will cease; (ii) any grant insofar as it relates to Restricted Stock that has not yet vested will be cancelled; (iii) unvested Restricted Stock will be forfeited to Eclipsys and all rights of Recipient as a stockholder of such shares will cease; (iv) Eclipsys shall be obligated to pay to Recipient, by cash or equivalent or by cancellation of amounts owed by Recipient to Eclipsys or any Affiliate, any Acquisition Consideration per share previously received from Recipient in respect of all shares of Restricted Stock that are forfeited to Eclipsys; and (v) Recipient shall have no rights to or in respect of shares of Restricted Stock that are forfeited to Eclipsys except the right to receive any Acquisition Consideration per share previously received from Recipient in respect thereof. In case of
Cancellation of Restricted Stock. At or prior to Closing, Bruk will surrender for cancellation to the treasury of the Purchaser 30,000,000 Purchaser Shares.
Cancellation of Restricted Stock. Notwithstanding Section 3(a), but subject to the Plan, any applicable Grant Notice, and any other separate written agreement between Eclipsys and Recipient, if any Cancellation Event occurs, then (i) vesting of any shares of Restricted Stock originally scheduled to vest after the time that Cancellation Event occurred will cease; (ii) any grant insofar as it relates to Restricted Stock that has not yet vested will be cancelled; (iii) unvested Restricted Stock will be forfeited to Eclipsys and all rights of Recipient as a stockholder of such shares will cease; (iv) Eclipsys shall be obligated to pay to Recipient, by cash or equivalent or by cancellation of amounts owed by Recipient to Eclipsys or any Affiliate, the Acquisition Consideration per share
Cancellation of Restricted Stock. Notwithstanding Section 3(a), but subject to the Plan, any applicable Grant Notice, and any other separate written agreement between Eclipsys and Recipient providing for vesting of any Restricted Stock in connection with termination of Recipient’s employment or service or a change in control of Eclipsys, if any Cancellation Event occurs, then (i) vesting of any shares of Restricted Stock originally scheduled to vest after the time that Cancellation Event occurred will cease; (ii) any grant insofar as it relates to Restricted Stock that has not yet vested will be cancelled; (iii) unvested Restricted Stock will be forfeited to Eclipsys and all rights of Recipient as a stockholder of such Restricted Stock Agreement - date
