Exchange of Restricted Shares Sample Clauses

Exchange of Restricted Shares. (a) The Participant shall exchange all of the Restricted Shares that become Vested Shares prior to or as of the IPO Date, as applicable, (“Pre-IPO Vested Shares”) into Class A Common Shares by surrendering a portion of the Vested Shares to be exchanged to the Company. Pre-IPO Vested Shares shall be exchanged for a number of Class A Common Shares of the Company determined by the product of (i) the number of Vested Shares being exchanged multiplied by (ii) the quotient obtained by dividing (A) the result of (x) the value of a Class A Common Share determined using the Valuation Method elected as provided below (the “Class A Value”) less (y) $10.78 less the per share dividends and other distributions, if any, paid by the Company in respect of the Class A Common Shares by (B) the Class A Value. The Participant shall within 10 days after the Effective Date (such tenth day, the “Election Date”) elect one or more of the following valuation methods (each, a “Valuation Method”) in ten percent increments using Exhibit C hereto to effect the exchange of Pre-IPO Vested Shares: (a)(i) for all Pre-IPO Vested Shares that have vested on or before the Effective Date, the value of a Class A Common Share determined by the Company as of the Election Date or (ii) for all Pre-IPO Vested Shares that vest following the Effective Date but prior to the IPO Date, the value of a Class A Common Share determined by the Company as of the applicable vesting date (“Private Valuation”); (b) the price at which the Company and the underwriters agree to offer and actually sell Class A Common Shares to the public in the IPO (“IPO Price”) and (c) the Fair Market Value of a Class A Common Share on the applicable exchange date (“Post-IPO Installments”). (b) Exchanges using (i) the Private Valuation method will occur on the Election Date for all Pre-IPO Vested Shares that have vested on or before the Effective Date and on the vesting date for all Pre-IPO Vested Shares that vest following the Effective Date but prior to the IPO Date, with settlement occurring as soon as reasonably practicable thereafter, (ii) the IPO Price will occur on the IPO Date, with settlement occurring as soon as reasonably practicable following the IPO Date, and (iii) Post-IPO Installments will occur in six substantially equal installments on the 10th trading day of each of the first six calendar months beginning with the month following the month in which the IPO Date falls, with settlement occurring as soon as reasonably p...
Sample 1
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Exchange of Restricted Shares. Following the earlier of (a) achievement of a Return of Investment (determined based on dividends and other distributions actually paid and Realized Cash actually received) and (b) the IPO Date, the Participant may elect to exchange any or all of the Vested Shares for an equivalent number of Class A Common Shares of the Company upon payment to the Company (at the election of the Participant, in accordance with [M-4 (November 2016)] procedures established by the Company, in cash or Shares) of an amount equal to the product of (i) the number of Vested Shares that are being exchanged and (ii) the Offering Price less the per share dividends and other distributions, if any, paid by the Company in respect of the Class A Common Shares on or after the Placement Date; provided that, following the achievement of a Return of Investment (determined based on dividends and other distributions actually paid and Realized Cash actually received), no payment shall be due upon such exchange. For the avoidance of doubt, after achievement of a Return of Investment (determined based on dividends and other distributions actually paid and Realized Cash actually received), each Vested Share may be exchanged for one Class A Common Share of the Company without payment to the Company, regardless of whether Class A Common Shares (or any securities attributable to such shares) are listed on a public exchange. As a condition to any such exchange the Company may require that the Participant deliver to the Company an agreement or certificate containing such representations, warranties and covenants as the Company reasonably requires. Notwithstanding anything to the contrary in this Section 11, the Company, in its sole discretion, may elect not to issue any fractional Class A Common Shares upon the exchange of Vested Shares for Class A Common Shares and, in lieu of issuing such fractional Class A Common Shares, may, in its sole discretion, either (i) deliver to the Participant the number of Class A Common Shares equal to the next highest whole share or (ii) pay to the Participant, in cash, an amount equal to the Fair Market Value of such fractional Class A Common Shares.
Sample 1
Exchange of Restricted Shares. Following the earlier of (a) a Sale of the Company or Change in Control or (b) the IPO Date, the Participant may elect to exchange any or all of the Vested Shares for an equivalent number of Class A Common Shares of the Company upon payment to the Company (at the election of the Participant, in accordance with procedures established by the Company, in cash or Shares) of an amount equal to the product of (i) the number of Vested Shares that are being exchanged and (ii) $[Insert fair market value of the Class A common shares as of December 31, 2015] less the per share dividends and other distributions, if any, paid by the Company in respect of the Class A Common Shares on or after the Placement Date; provided that, following the achievement of a Return of Investment (determined based on dividends and other distributions actually paid and Realized Cash actually received) that equals or exceeds $[Insert fair market value of the Class A common shares as of December 31, 2015], no payment shall be due upon such exchange. For the avoidance of doubt, after achievement of a Return of Investment (determined based on dividends and other distributions actually paid and Realized Cash actually received) equal to or in excess of $[Insert fair market value of the Class A common shares as of December 31, 2015], each Vested Share may be exchanged for one Class A Common Share of the Company without payment to the Company. As a condition to any such exchange the Company may require that the Participant deliver to the Company an agreement or certificate containing such representations, warranties and covenants as the Company reasonably requires.
Sample 1
Exchange of Restricted Shares. Following the earlier of (a) the Relevant Investors’ realization, in the aggregate, of a return of Realized Cash that exceeds the then funded amount of the Total Commitment and (b) the IPO Date, the Participant may elect to exchange any or all of the Vested Shares for an equivalent number of Class A Common Shares of the Company upon payment to the Company (at the election of the Participant, in accordance with procedures established by the Company, in cash or Shares) of an amount equal to the product of (i) the number of Vested Shares that are being exchanged and (ii) the Offering Price less the per share dividends and other distributions, if any, paid by the Company in respect of the Class A Common Shares on or after the Placement Date; provided that, following the achievement of a Return of Investment (determined based on dividends and other distributions actually paid and Realized Cash actually received), no payment shall be due upon such exchange. For the avoidance of doubt, after achievement of a Return of Investment (determined based on dividends and other distributions actually paid and Realized Cash actually received), each Vested Share may be exchanged for one Class A Common Share of the Company without payment to the Company, regardless of whether Class A Common Shares (or any securities attributable to such shares) are listed on a public exchange. As a condition to any such exchange the Company may require that the Participant deliver to the Company an agreement or certificate containing such representations, warranties and covenants as the Company reasonably requires.
Sample 1

Related to Exchange of Restricted Shares

  • Issuance of Restricted Shares The Restricted Shares shall be issued upon acceptance hereof by Employee and upon satisfaction of the conditions of this Agreement.

  • Issuance of Restricted Stock On the date hereof the Company issues to the Participant the Restricted Stock subject to the Restrictions and other conditions set forth in this Award Agreement. The Company shall cause the Restricted Stock to be issued in the name of the Participant or held in book entry form, but if a stock certificate is issued it shall be delivered to and held in custody by the Company until the Restrictions lapse or such Restricted Stock is forfeited. As a further condition to the Company’s obligations under this Award Agreement, the Participant’s spouse, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit A.

  • Forfeiture of Restricted Shares Subject to Section 4(b), if your Service to the Company or any Affiliate terminates before all of the Restricted Shares have vested, or if you attempt to transfer Restricted Shares in a manner contrary to the transfer restrictions, you will immediately forfeit all unvested Restricted Shares. Any Restricted Shares that are forfeited shall be returned to the Company for cancellation.

  • Award of Restricted Shares The Committee hereby awards to the Awardee [insert # of shares] Restricted Shares. All such Restricted Shares shall be subject to the restrictions and forfeiture provisions contained in Sections 4, 5 and 6, such restrictions and forfeiture provisions to become effective immediately upon execution of this Agreement by the parties hereto.

  • Forfeiture of Restricted Stock In addition to the circumstance described in Section 9(a) hereof, any and all shares of Restricted Stock which have not become vested in accordance with Section 3, 4 or 5 hereof shall be forfeited and shall revert to the Company upon the termination by the Grantee, the Company or its subsidiaries of the Grantee’s employment for any reason other than those set forth in Section 4 or other than without “Cause” prior to the date on which such shares of Restricted Stock would otherwise vest. All or any portion of the Restricted Stock may be forfeited by the Grantee prior to vesting at his or her sole discretion.

  • Grant of Restricted Shares Effective as of the Grant Date, the Company shall cause to be issued in the Executive’s name the following Shares as Restricted Shares: shares of the Company’s common stock, $.01 par value. The Company shall cause certificates evidencing the Restricted Shares, and any shares of Stock or rights to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction (the “Retained Distributions”), to be issued in the Executive’s name. During the Period of Restriction such certificates shall bear a restrictive legend to the effect that ownership of such Restricted Shares (and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive shall have the right to vote the Restricted Shares awarded to the Executive and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions), and to exercise all other rights, powers and privileges of a holder of Shares, with respect to such Restricted Shares, with the exception that (a) the Executive shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance the certificates shall be delivered to such depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of Shares set forth in this Agreement the Executive accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreement.

  • Vesting of Restricted Shares The Restricted Shares are subject to forfeiture to the Company until they become vested and non-forfeitable in accordance with this Section 2. While subject to forfeiture, the Restricted Shares may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law, except to (i) an immediate family member or (ii) a trust or other estate-planning vehicle (collectively, the “Permitted Transferees”), so long as any such Permitted Transferee, as a condition to such transfer, agrees in writing to be bound by the terms of this Agreement with respect to the Restricted Shares. (a) 100% of the Restricted Shares subject hereto shall become vested and non-forfeitable on the third anniversary of the Effective Date, provided the Grantee remains in continuous service with the Company through such date. (b) Upon cessation of the Service Relationship (hereinafter defined), any Restricted Shares which then remain forfeitable (determined after application of Section 2(c), below) will immediately and automatically, without any action on the part of the Company, be forfeited, and the Grantee will have no further rights with respect to those shares. (c) If the Service Relationship (as defined below) terminates due to the Grantee’s death, or if a Change in Control (as defined below) occurs during the Service Relationship, any otherwise unvested Restricted Shares will then become vested and non-forfeitable. Similarly, if the Service Relationship ceases due to a termination by the Company without “Cause”, due to the Grantee’s “Disability” or due to a resignation by the Grantee with “Good Reason” (each as defined in that certain Employment Agreement between the Grantee and the Company dated on or about the closing date of the Transaction (the “Employment Agreement”)), and the Grantee executes a release of claims in the form and manner described in Section 7(c)(iii) of the Employment Agreement within the timeframe established in the Employment Agreement, any otherwise unvested Restricted Shares will become vested and non-forfeitable when such release becomes irrevocable. (d) For purposes of this Agreement, “Service Relationship” means the Grantee’s employment or service with the Company or its parent or any subsidiary or Affiliate, whether in the capacity of an employee, director or a consultant. Unless otherwise determined by the Board, the Grantee’s Service Relationship shall not be deemed to have terminated merely because of a change in the capacity in which the Grantee renders service to the Company or a transfer between locations of the Company, its parent or any subsidiary or Affiliate or a transfer between the Company, its parent, or any subsidiary or Affiliate, provided that there is no interruption or other termination of the Service Relationship. Subject to the foregoing and the following sentence, the Company, in its discretion, shall determine whether the Grantee’s Service Relationship has terminated and the effective date of such termination. The following events shall not be deemed a termination of the Service Relationship:

  • Grant of Restricted Share Units Subject to all of the terms and conditions of this Award Agreement and the Plan, the Company hereby grants to the Participant [ ] Class A restricted share units (the “RSUs”).

  • Company Restricted Stock “Company Restricted Stock” shall mean shares of Company Common Stock, whether granted by the Company pursuant to a Company Equity Plan, assumed by the Company in connection with any merger, acquisition or similar transaction or otherwise issued or granted, that are subject to a Contract pursuant to which the Company has the right to repurchase, redeem or otherwise reacquire such shares of Company Common Stock, including by forfeiture.

  • Vesting of Restricted Stock The restrictions and conditions in Paragraph 2 of this Agreement shall lapse on the Vesting Date or Dates specified in the following schedule. If a series of Vesting Dates is specified, then the restrictions and conditions in Paragraph 2 shall lapse only with respect to the number of shares of Restricted Stock specified as vested on such date.

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