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 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 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 the Acquisition Consideration in respect thereof. In case of a Cancellation Event, any partially vested share will be rounded up to the nearest whole share for purposes of determining the number of shares that are forfeited to Eclipsys. For these purposes, if Recipient is an employee of Eclipsys or any of its present or future parent or subsidiary corporations (each an “Affiliate”) as defined in Sections 424(e) or (f) of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”), a “Cancellation Event” means, and shall be deemed to occur upon, the cessation of Recipient’s employment with Eclipsys or any of its Affiliates or its successor (other than in situations in which the Recipient is or is becoming a member of the Board of Directors of Eclipsys) for any reason, including without limitation resignation by Recipient with or without good reason, or termination of employment by Eclipsys or any Affiliate or its successor with or without cause. If Recipient is a member of the Board of Directors of Eclipsys, a Cancellation Event means, and shall be deemed to occur upon, cessation of Recipient’s service as a director of Eclipsys, unless at the time of such cessation Recipient is then an employee of Eclipsys or any of its Affiliates, in which case Recipient shall thereafter be treated as an employee for these purposes.
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.
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 17, 2007, then all shares of Restricted Stock granted to Mr. Watt hereunder shall be 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. On the Effective Date, in consideration of the 2010 Compensation, the Restricted Stock shall be cancelled and shall be of no further force or effect. Director acknowledges and agrees that the receipt of the 2010 Compensation is in full consideration for the cancellation of the Restricted Stock and the termination of all rights to or under the Restricted Stock, and, by acceptance of the 2010 Compensation, 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.
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. The 1,500,000 pre-Stock Split restricted shares held by an affiliate of Deeas will have been surrendered for cancellation to the treasury of Deeas for $120,000 payable by Jupili.
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
