Common use of Escrow and Delivery of Shares Clause in Contracts

Escrow and Delivery of Shares. 4.1 Certificates representing the shares of Restricted Stock shall be issued and held by the Company in escrow and shall remain in the custody of the Company until their delivery to the Executive or the Executive’s estate as set forth in Section 4.2 hereof, subject to the Executive’s delivery of any documents which the Company in its discretion may require as a condition to the issuance of shares and the delivery of shares to the Executive or the Executive’s estate. 4.2 Certificates representing those shares of Restricted Stock in respect of which the Transfer Restrictions have lapsed pursuant to Section 3 hereof shall be delivered to the Executive as soon as practicable following the Lapse Date, provided that the Executive has satisfied all applicable Withholding Tax requirements with respect to the Restricted Stock. 4.3 The Executive may receive, hold, sell, or otherwise dispose of those shares delivered to the Executive pursuant to Section 4.2 free and clear of the Transfer Restrictions, but subject to compliance with all federal and state securities laws. 4.4 Prior to the Lapse Date, each stock certificate evidencing shares of Restricted Stock shall bear a legend in substantially the following form: 4.5 As soon as practicable following the Lapse Date, the Company shall issue new certificates in respect of the shares that have vested as of the Lapse Date which shall not bear the legend set forth in Section 4.4, which certificates shall be delivered in accordance with Section 4.2 hereof.

Appears in 6 contracts

Samples: Restricted Stock Agreement (Virgin Media Investment Holdings LTD), Restricted Stock Agreement (Virgin Media Inc.), Restricted Stock Agreement (NTL Inc)

AutoNDA by SimpleDocs

Escrow and Delivery of Shares. 4.1 Certificates representing the shares of Restricted Stock shall be issued and held by the Company in escrow and shall remain in the custody of the Company until their delivery to the Executive or the Executive’s estate as set forth in Section 4.2 hereof, subject to the Executive’s delivery of any documents which the Company in its discretion may require as a condition to the issuance of shares and the delivery of shares to the Executive or the Executive’s estate. 4.2 Certificates representing those shares of Restricted Stock in respect of which the Transfer Restrictions have lapsed pursuant to Section 3 hereof shall be delivered to the Executive as soon as practicable following the Lapse Date, provided that the Executive has satisfied all applicable Withholding Tax requirements with respect to the Restricted Stock. 4.3 The Executive may receive, hold, sell, or otherwise dispose of those shares delivered to the Executive pursuant to Section 4.2 free and clear of the Transfer Restrictions, but subject to compliance with all federal and state securities laws. 4.4 Prior to the Lapse Date, each stock certificate evidencing shares of Restricted Stock shall bear a legend in substantially the following form: 4.5 As soon as practicable following the Lapse Date, the Company shall issue new certificates in respect of the shares that have vested as of the Lapse Date which shall not bear the legend set forth in Section 4.4, which certificates shall be delivered in accordance with Section 4.2 hereof.

Appears in 2 contracts

Samples: Restricted Stock Agreement (Virgin Media Inc.), Restricted Stock Agreement (Virgin Media Investment Holdings LTD)

Escrow and Delivery of Shares. 4.1 Certificates representing the shares of Restricted Stock shall be issued and held by the Company in escrow and shall remain in the custody of the Company until their delivery to the Executive or the Executive’s estate as set forth in Section 4.2 hereof, subject to the Executive’s delivery of any documents which the Company in its discretion may require as a condition to the issuance of shares and the delivery of shares to the Executive or the Executive’s estate. 4.2 Certificates representing those shares of Restricted Stock in respect of which the Transfer Restrictions have lapsed pursuant to Section 3 hereof shall be delivered to the Executive as soon as practicable following the Lapse Date, provided that the Executive has satisfied the requirements for all applicable Withholding Tax requirements Taxes (as defined in Section 8) with respect to the Restricted Stock. 4.3 The Executive may receive, hold, sell, or otherwise dispose of those shares delivered to the Executive pursuant to Section 4.2 free and clear of the Transfer Restrictions, but subject to compliance with all federal and state securities laws. 4.4 Prior to the Lapse Date, each stock certificate evidencing shares of Restricted Stock shall bear a legend in substantially the following form: 4.5 As soon as practicable following the Lapse Date, the Company shall issue new certificates in respect of the shares that have vested as of the Lapse Date which shall not bear the legend set forth in Section 4.4, which certificates shall be delivered in accordance with Section 4.2 hereof.

Appears in 2 contracts

Samples: Restricted Stock Agreement (Virgin Media Inc.), Restricted Stock Agreement (Virgin Media Inc.)

Escrow and Delivery of Shares. 4.1 Certificates representing the shares of Restricted Stock shall be issued and held by the Company in escrow and shall remain in the custody of the Company until their delivery to the Executive or the Executive’s 's estate as set forth in Section 4.2 hereof, subject to the Executive’s 's delivery of any documents which the Company in its discretion may require as a condition to the issuance of shares and the delivery of shares to the Executive or the Executive’s 's estate. 4.2 Certificates representing those shares of Restricted Stock in respect of which the Transfer Restrictions have lapsed pursuant to Section 3 hereof shall be delivered to the Executive as soon as practicable following the Lapse Date, provided that the Executive has satisfied all applicable Withholding Tax requirements with respect to the Restricted Stock. 4.3 The Executive may receive, hold, sell, or otherwise dispose of those shares delivered to the Executive pursuant to Section 4.2 free and clear of the Transfer Restrictions, but subject to compliance with all federal and state securities laws. 4.4 Prior to the Lapse Date, each stock certificate evidencing shares of Restricted Stock shall bear a legend in substantially the following form:: "This certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture, restrictions against transfer and rights of repurchase, if applicable) contained in the Restricted Stock Agreement (the "Agreement") between the registered owner of the shares represented hereby and the Company. Release from such terms and conditions shall be made only in accordance with the provisions of the Agreement, a copy of which is on file in the office of the Secretary of NTL Incorporated." 4.5 As soon as practicable following the Lapse Date, the Company shall issue new certificates in respect of the shares that have vested as of the Lapse Date which shall not bear the legend set forth in Section 4.4, which certificates shall be delivered in accordance with Section 4.2 hereof.

Appears in 1 contract

Samples: Restricted Stock Agreement (NTL Inc)

AutoNDA by SimpleDocs

Escrow and Delivery of Shares. 4.1 Certificates representing the shares of Restricted Stock shall be issued and held by the Company in escrow and shall remain in the custody of the Company until their delivery to the Executive or the Executive’s 's estate as set forth in Section 4.2 hereof, subject to the Executive’s 's delivery of any documents which the Company in its discretion may require as a condition to the issuance of shares and the delivery of shares to the Executive or the Executive’s 's estate. 4.2 (a) Certificates representing those shares of Restricted Stock in respect of which the Transfer Restrictions have lapsed pursuant to Section 3 hereof shall be delivered to the Executive as soon as practicable following the applicable Lapse Date, provided that the Executive has satisfied all applicable Withholding Tax requirements with respect to the Restricted Stock. 4.3 (b) The Executive may receive, hold, sell, or otherwise dispose of those shares delivered to the Executive pursuant to paragraph (a) of this Section 4.2 free and clear of the Transfer Restrictions, but subject to compliance with all federal and state securities laws. 4.4 (a) Prior to the applicable Lapse Date, each stock certificate evidencing shares of Restricted Stock as to which the Transfer Restrictions have not lapsed shall bear a legend in substantially the following form:: "This certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture, restrictions against transfer and rights of repurchase, if applicable) contained in the Restricted Stock Agreement (the "Agreement") between the registered owner of the shares represented hereby and the Company. Release from such terms and conditions shall be made only in accordance with the provisions of the Agreement, a copy of which is on file in the office of the Secretary of NTL Incorporated." 4.5 (b) As soon as practicable following the each applicable Lapse Date, the Company shall issue new certificates in respect of the shares that have vested as of the such Lapse Date which shall not bear the legend set forth in paragraph (a) of this Section 4.44.3, which certificates shall be delivered in accordance with Section 4.2 hereof.

Appears in 1 contract

Samples: Employment Agreement (NTL Inc)

Escrow and Delivery of Shares. 4.1 5.1. Certificates representing the shares of Restricted Stock shall be issued and held by the Company in escrow and shall remain in the custody of the Company until their delivery to the Executive Grantee or the Executive’s his estate as set forth in Section 4.2 5.2 hereof, subject to the Executive’s Grantee's delivery of any documents which the Company in its discretion may require as a condition to the issuance of shares and the delivery of shares to the Executive Grantee or the Executive’s his estate. 4.2 (a) Certificates representing those shares of Restricted Stock in respect of which the Transfer Restrictions have lapsed pursuant to Section 3 4 hereof shall be delivered to the Executive Grantee as soon as practicable following the applicable Lapse DateDate (but no earlier than March 1, 2004), provided that the Executive Grantee has satisfied all applicable Withholding Tax withholding requirements with respect to the Restricted Stock. 4.3 (b) The Executive Grantee may receive, hold, sell, sell or otherwise dispose of those shares delivered to the Executive him or her pursuant to paragraph (a) of this Section 4.2 5.2 free and clear of the Transfer Restrictions, but subject to (i) the restrictions set forth in Section 3 hereof and (ii) compliance with all federal and state securities laws. 4.4 Prior to the Lapse Date, each (a) Each stock certificate evidencing shares of Restricted Stock shall bear a legend in substantially the following form:: This certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture, restrictions against transfer and rights of repurchase, if applicable) contained in the Restricted Stock Agreement (the "Agreement") between the registered owner of the shares represented hereby and the Company. Release from such terms and conditions shall be made only in accordance with the provisions of the Agreement, a copy of which is on file in the office of the Secretary of NTL Incorporated. 4.5 (b) As soon as practicable following the each applicable Lapse DateDate (but no earlier than March 1, 2004), the Company shall issue new certificates in respect of the shares that have vested as of the such Lapse Date which shall not bear the legend set forth in paragraph (a) of this Section 4.45.3, which certificates shall be delivered in accordance with Section 4.2 5.2 hereof.

Appears in 1 contract

Samples: Restricted Stock Agreement (NTL Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!