Common use of Expiration of Restricted Period Clause in Contracts

Expiration of Restricted Period. a. Promptly following the delivery by PURCHASER of the subscription price in accordance with Section 1(c) hereof, the COMPANY will determine whether to accept such subscription and, if so accepted, will prepare and issue one or more certificates for the Preferred Shares registered in such name or names as specified by the PURCHASER and cause the same to be delivered to the Escrow Agent. The COMPANY's transfer agent will be instructed to issue one or more certificates for the Shares without restrictive legend upon conversion of the Preferred Shares, registered in the name of the holder of Preferred Shares in accordance with this Agreement who converts any Preferred Shares or its nominee and in such denominations to be specified by the such holder in connection with such conversion. The COMPANY warrants that no restriction or instruction other than these instructions and a "stop transfer" restriction on the COMPANY's stock ledger relating to the Preferred Shares until the end of the forty (40) day Restricted Period applicable under Regulation S will be imposed by the COMPANY or given by the COMPANY to its transfer agent for the Shares and that the Preferred Shares and the Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. Nothing in this Section shall affect in any way the PURCHASER's obligations and agreement to comply with all applicable securities laws and PURCHASER's representations and warranties set forth herein. b. In connection with the exercise of conversion rights relating to the Preferred Shares, if the Preferred Shares and the Shares have not been registered under the 1933 Act prior to such conversion, PURCHASER or any subsequent holder of the Preferred Shares shall, in addition to any other requirement imposed by the terms of the Preferred Shares as set forth in the Certificate of Designation, be required to complete, sign and furnish to the COMPANY a conversion certificate in the form attached hereto as Exhibit 1 to ANNEX I. PURCHASER acknowledges that the COMPANY is under no obligation to register the Preferred Shares or the Shares issuable upon conversion thereof under the 1933 Act. c. If, soley as a result of the COMPANY'S wrongful refusal to honor PURCHASER'S instruction, or willful refusal or failure to transfer or issue the Shares, PURCHASER incurs any loss (other than any consequential, indirect, incidential or special damages), the COMPANY shall reimburse PURCHASER for such loss unless PURCHASER shall have breached any of its representations, warranties or covenants set forth in this Agreement, or otherwise taken or omitted to take actions, which actions or omissions constitute gross negligence, bad faith or willful misconduct.

Expiration of Restricted Period. a. Promptly following the delivery by PURCHASER of the subscription price in accordance with Section 1(c) hereof, the COMPANY will determine whether to accept such subscription and, if so accepted, will prepare and issue one or more certificates for the Preferred Shares Debentures registered in such name or names as specified by the PURCHASER and cause the same to be delivered to the Escrow Agent. The COMPANY's 'S transfer agent will be instructed to issue one or more certificates for the Shares without restrictive legend upon conversion of the Preferred SharesPurchaser's Debentures in accordance with this Agreement, registered in the name of the holder of Preferred Shares in accordance with this Agreement Purchaser's Debentures who converts any Preferred Shares Purchaser's Debentures or its nominee and in such denominations to be specified by the such holder in connection with such conversion. The COMPANY warrants that no restriction or instruction (other than these instructions and a "stop transfer" restriction on the COMPANY's stock ledger 'S Debenture Register relating to the Preferred Shares Debentures until the end of the forty (40) day Restricted Period applicable under Regulation S S) will be imposed by the COMPANY or given by the COMPANY to its transfer agent for the Shares and that the Preferred Shares Purchaser's Debentures and the Shares issuable upon conversion thereof shall otherwise be freely transferable on the books and records of the Company COMPANY as and to the extent provided in this Agreement. Nothing in this Section shall affect in any way the PURCHASER's 'S obligations and agreement to comply with all applicable securities laws and PURCHASER's 'S representations and warranties set forth herein. b. In connection with the exercise of conversion rights relating to the Preferred SharesDebentures, if the Preferred Shares Debentures and the Shares have not been registered under the 1933 Act prior to such conversion, PURCHASER or any subsequent holder of the Preferred Shares Debentures shall, in addition to any other requirement imposed by the terms of the Preferred Shares as set forth in the Certificate of DesignationDebentures, be required to complete, sign and furnish to the COMPANY a conversion certificate in the form attached hereto as Exhibit 1 to ANNEX I. I hereto. PURCHASER acknowledges that the COMPANY is under no obligation to register the Preferred Shares Debentures or the Shares issuable upon conversion thereof under the 1933 Act. c. If, soley solely as a result of the COMPANY'S wrongful refusal to honor PURCHASER'S instruction, or willful wrongful refusal or failure to transfer or issue the Shares, PURCHASER incurs any loss (other than any consequential, indirect, incidential incidental or special damages), the COMPANY shall reimburse PURCHASER for such loss unless PURCHASER shall have breached any of its representations, warranties or covenants set forth in this Agreement, or otherwise taken or omitted to take actions, which actions or omissions constitute gross negligence, bad faith or willful misconduct.

Expiration of Restricted Period. a. Promptly following the delivery by PURCHASER Should Recipient’s employment with FE continue after expiration of the subscription price in accordance Restricted Period, until such time as the Recipient’s employment with Section 1(c) hereofFE and its subsidiaries terminates, the COMPANY Recipient will determine whether not be permitted to accept such subscription andsell, if so acceptedtransfer, will prepare and issue one pledge, or more certificates for assign (collectively, “Transfer”) the Preferred Restricted Shares registered in such name or names as specified by the PURCHASER and cause the same to be delivered to the Escrow Agent. The COMPANY's transfer agent will be instructed to issue one or more certificates for the Shares without restrictive legend upon conversion of the Preferred Shares, registered in the name of the holder of Preferred Shares in accordance with issued under this Agreement who converts or any Preferred Shares shares received as (or its nominee and in such denominations through the reinvestment of) dividends upon or adjustments to be specified by those shares (collective, the such holder in connection with such conversion. The COMPANY warrants that no restriction or instruction other than these instructions and a "stop transfer" restriction on the COMPANY's stock ledger relating to the Preferred Shares until the end of the forty (40“Transfer Restricted Securities”) day Restricted Period applicable under Regulation S will be imposed by the COMPANY or given by the COMPANY to its transfer agent for the Shares and that the Preferred Shares and the Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent prohibited in this paragraph. If the Recipient is subject to the employee share ownership guidelines established by the Committee, then the Recipient may not Transfer any Transfer Restricted Securities to the extent that the Recipient’s aggregate ownership of FE stock immediately before and after the Transfer does not meet or exceed the ownership level that applies to the Recipient under those share ownership guidelines. In addition, if the Recipient is subject to the employee share ownership guidelines established by the Committee, in no case may the Recipient Transfer any Transfer Restricted Securities to the extent that the Transfer, when aggregated with all of Recipient’s other Transfers, would cause the Recipient to cease to own directly at least one-half of the Transfer Restricted Securities. Any attempt to Transfer any Transfer Restricted Securities in violation of the foregoing will be void, and FE shall not record such transfer on its books or treat any purported transferee of the Transfer Restricted Securities as the owner of such shares for any purpose. The Committee may, however, in its sole discretion waive the foregoing transfer restrictions in whole or in part. In addition, the Recipient will be permitted to tender Restricted Shares to FE under Section 16.2 of the Plan in the amount necessary to satisfy tax withholding obligations associated with the Restricted Shares and those shares tendered to FE will not be considered to be Transfer Restricted Securities. Recipient agrees that FE may maintain custody of the certificate or certificates evidencing the Transfer Restricted Securities until the expiration of Recipient’s employment with FE and its subsidiaries in order to enforce the restrictions provided in this Agreement. Upon the termination of Recipient’s employment with FE and its subsidiaries for any reason after (or contemporaneous with) termination of the Restricted Period, Recipient shall be entitled to have the legend removed from the certificate or certificates, provided that the Recipient has made the necessary arrangements with FE to satisfy any withholding obligations. Effect on the Employment Relationship Nothing in this Section shall affect in Agreement guarantees employment with FE, nor does it confer any way the PURCHASER's obligations and agreement to comply with all applicable securities laws and PURCHASER's representations and warranties set forth herein. b. In connection with the exercise of conversion special rights relating or privileges to the Preferred Shares, if the Preferred Shares and the Shares have not been registered under the 1933 Act prior Recipient as to such conversion, PURCHASER or any subsequent holder of the Preferred Shares shall, in addition to any other requirement imposed by the terms of the Preferred Shares as set forth in the Certificate of Designation, be required to complete, sign and furnish to the COMPANY a conversion certificate in the form attached hereto as Exhibit 1 to ANNEX I. PURCHASER acknowledges that the COMPANY is under no obligation to register the Preferred Shares or the Shares issuable upon conversion thereof under the 1933 Actemployment. c. If, soley as a result of the COMPANY'S wrongful refusal to honor PURCHASER'S instruction, or willful refusal or failure to transfer or issue the Shares, PURCHASER incurs any loss (other than any consequential, indirect, incidential or special damages), the COMPANY shall reimburse PURCHASER for such loss unless PURCHASER shall have breached any of its representations, warranties or covenants set forth in this Agreement, or otherwise taken or omitted to take actions, which actions or omissions constitute gross negligence, bad faith or willful misconduct.

Expiration of Restricted Period. a. Promptly following the delivery by PURCHASER Should Recipient’s employment with FE continue after expiration of the subscription price in accordance Restricted Period, until such time as the Recipient’s employment with Section 1(c) hereofFE and its subsidiaries terminates, the COMPANY Recipient will determine whether not be permitted to accept such subscription andsell, if so acceptedtransfer, will prepare and issue one pledge, or more certificates for assign (collectively, “Transfer”) the Preferred Restricted Shares registered in such name or names as specified by the PURCHASER and cause the same to be delivered to the Escrow Agent. The COMPANY's transfer agent will be instructed to issue one or more certificates for the Shares without restrictive legend upon conversion of the Preferred Shares, registered in the name of the holder of Preferred Shares in accordance with issued under this Agreement who converts or any Preferred Shares shares received as (or its nominee and in such denominations through the reinvestment of) dividends upon or adjustments to be specified by those shares (collective, the such holder in connection with such conversion. The COMPANY warrants that no restriction or instruction other than these instructions and a "stop transfer" restriction on the COMPANY's stock ledger relating to the Preferred Shares until the end of the forty (40“Transfer Restricted Securities”) day Restricted Period applicable under Regulation S will be imposed by the COMPANY or given by the COMPANY to its transfer agent for the Shares and that the Preferred Shares and the Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent prohibited in this paragraph. If the Recipient is subject to the employee share ownership guidelines established by the Committee, then the Recipient may not Transfer any Transfer Restricted Securities to the extent that the Recipient’s aggregate ownership of FE stock immediately before and after the Transfer does not meet or exceed the ownership level that applies to the Recipient under those share ownership guidelines. In addition, if the Recipient is subject to the employee share ownership guidelines established by the Committee, in no case may the Recipient Transfer any Transfer Restricted Securities to the extent that the Transfer, when aggregated with all of Recipient’s other Transfers, would cause the Recipient to cease to own directly at least one-half of the Transfer Restricted Securities. Any attempt to Transfer any Transfer Restricted Securities in violation of the foregoing will be void, and FE shall not record such transfer on its books or treat any purported transferee of the Transfer Restricted Securities as the owner of such shares for any purpose. The Committee may, however, in its sole discretion waive the foregoing transfer restrictions in whole or in part. In addition, the Recipient will be permitted to tender Restricted Shares to FE under Section 16.2 of the Plan in the amount necessary to satisfy tax withholding obligations associated with the Restricted Shares and those shares tendered to FE will not be considered to be Transfer Restricted Securities. Recipient agrees that FE may maintain custody of the certificate or certificates evidencing the Transfer Restricted Securities until the expiration of Recipient’s employment with FE and its subsidiaries in order to enforce the restrictions provided in this Agreement. Upon the termination of Recipient’s employment with FE and its subsidiaries for any reason after (or contemporaneous with) termination of the Restricted Period, Recipient shall be entitled to have the legend removed from the certificate or certificates, provided that the Recipient has made the necessary arrangements with FE to satisfy any withholding obligations. Nothing in this Section shall affect in Agreement guarantees employment with FE, nor does it confer any way the PURCHASER's obligations and agreement to comply with all applicable securities laws and PURCHASER's representations and warranties set forth herein. b. In connection with the exercise of conversion special rights relating or privileges to the Preferred Shares, if the Preferred Shares and the Shares have not been registered under the 1933 Act prior Recipient as to such conversion, PURCHASER or any subsequent holder of the Preferred Shares shall, in addition to any other requirement imposed by the terms of the Preferred Shares as set forth in the Certificate of Designation, be required to complete, sign and furnish to the COMPANY a conversion certificate in the form attached hereto as Exhibit 1 to ANNEX I. PURCHASER acknowledges that the COMPANY is under no obligation to register the Preferred Shares or the Shares issuable upon conversion thereof under the 1933 Actemployment. c. If, soley as a result of the COMPANY'S wrongful refusal to honor PURCHASER'S instruction, or willful refusal or failure to transfer or issue the Shares, PURCHASER incurs any loss (other than any consequential, indirect, incidential or special damages), the COMPANY shall reimburse PURCHASER for such loss unless PURCHASER shall have breached any of its representations, warranties or covenants set forth in this Agreement, or otherwise taken or omitted to take actions, which actions or omissions constitute gross negligence, bad faith or willful misconduct.