Exchange of Restricted Shares Sample Clauses

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
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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) $13.46 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 October 30, 2012 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”).
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
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. (a) The Participant shall exchange all of the Vested Shares into Class A Common Shares by surrendering a portion of the Vested Shares to be exchanged to the Company. 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) $10.00 less the per share dividends and other distributions, if any, previously 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 Vested Shares: (a) the value of a Class A Common Share determined by the Company as of the Election 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”).
Sample 1

Related to Exchange of Restricted Shares

  • Issuance of Restricted Shares (a) The Restricted Shares are issued to the Recipient, effective as of the Grant Date (as set forth on the cover page of this Agreement), in consideration of employment services rendered and to be rendered by the Recipient to the Company.

  • 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.

  • Escrow of Restricted Shares The Company shall evidence the Restricted Shares in the manner that it deems appropriate. The Company may issue in your name a certificate or certificates representing the Restricted Shares and retain such certificate(s) until the restrictions on such Restricted Shares expire as described in Section 5 or 6 of this Agreement or the Restricted Shares are forfeited as described in Section 4 and 6 of this Agreement. If the Company certificates the Restricted Shares, you shall execute one or more stock powers in blank for those certificates and deliver those stock powers to the Company. The Company shall hold the Restricted Shares and the related stock powers pursuant to the terms of this Agreement, if applicable, until such time as (a) a certificate or certificates for the Restricted Shares are delivered to you, (b) the Restricted Shares are otherwise transferred to you free of restrictions, or (c) the Restricted Shares are canceled and forfeited pursuant to this Agreement.

  • Forfeiture of Restricted Stock Upon the termination of your employment by you, the Company or its Subsidiaries for any reason other than those set forth in Section 4 hereof prior to such vesting, 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.

  • Grant of Restricted Shares (a) The Company hereby grants to the Grantee an award (the “Award”) of shares of Common Stock of the Company (the “Shares” or the “Restricted Shares”) on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan.

  • Vesting of Restricted Shares The Restricted Shares are subject to forfeiture to the Company until they become nonforfeitable 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.

  • Company Restricted Shares At the Effective Time, each share of Company Stock subject to vesting, repurchase or other restrictions pursuant to the Company Stock Plan (a “Company Restricted Share”) that is outstanding immediately prior to the Effective Time shall vest in full and become free of restrictions and any repurchase rights shall lapse, and the holder thereof shall be entitled to receive only the Merger Consideration with respect to each such Company Restricted Share in accordance with Section 2.05(b).

  • 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”).

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