FORFEITABLE CUSTODIAN SHARES Sample Clauses

FORFEITABLE CUSTODIAN SHARES. Pursuant to Section 3.2(b)(ii)(B)(2) of the Stock Purchase Agreement, Buyer has instructed the Transfer Agent to register 16,047 shares of the Common Stock (the "Group 2 Forfeitable Custodian Shares") in the name of Custodian. Custodian's right, title and interest in and to the Group 2 Forfeitable Custodian Shares is subject to the terms and conditions hereof and exists for the exclusive benefit of Buyer (with respect to Sections 3.3(b)(iii)(A) and 3.3(b)(vi) and 6.12 of the Stock Purchase Agreement), Paying Agent, as agent and attorney-in-fact and representative for those of the Sellers entitled thereto, and their respective successors and assigns. Immediately upon registration of the Group 2 Forfeitable Custodian Shares in the name of Custodian, Buyer shall have no further liability to the Sellers or the Paying Agent with respect to the delivery thereof.
Sample 1
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FORFEITABLE CUSTODIAN SHARES. Within ten (10) business days after receipt of written notice from the Custodian on each occasion that the Transfer Agent has registered any Group 2 Forfeitable Custodian Shares in the name of Paying Agent, Paying Agent shall, by written instructions, substantially in the form attached hereto as EXHIBIT II, direct the Transfer Agent to register such Group 2 Forfeitable Custodian Shares in the name of the Group 2 Employees in the manner provided in Column No. 10 on EXHIBIT I hereto, other than those Group 2 Forfeitable Custodian Shares which the Custodian has directed the Transfer Agent to register in the name of Buyer or its designee with respect to any Group 2 Employee who shall have been subject of an Employment Termination as provided in Section 3.3(b)(iii)(A) of the Stock Purchase Agreement, and except as provided in the Stock Purchase Agreement.
Sample 1

Related to FORFEITABLE CUSTODIAN SHARES

  • Escrow of Unvested Shares For purposes of facilitating the enforcement of the provisions of Section 3 above, Purchaser agrees, immediately upon receipt of the certificate(s) for the Shares subject to the Repurchase Option, to deliver such certificate(s), together with an Assignment Separate from Certificate in the form attached to this Agreement as Exhibit A executed by Purchaser and by Purchaser's spouse (if required for transfer), in blank, to the Secretary of the Company, or the Secretary's designee, to hold such certificate(s) and Assignment Separate from Certificate in escrow and to take all such actions and to effectuate all such transfers and/or releases as are in accordance with the terms of this Agreement. Purchaser hereby acknowledges that the Secretary of the Company, or the Secretary's designee, is so appointed as the escrow holder with the foregoing authorities as a material inducement to make this Agreement and that said appointment is coupled with an interest and is accordingly irrevocable. Purchaser agrees that said escrow holder shall not be liable to any party hereof (or to any other party). The escrow holder may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. Purchaser agrees that if the Secretary of the Company, or the Secretary's designee, resigns as escrow holder for any or no reason, the Board of Directors of the Company shall have the power to appoint a successor to serve as escrow holder pursuant to the terms of this Agreement.

  • Restricted Shares Employee hereby accepts the Restricted Shares when issued and agrees with respect thereto as follows:

  • Vested Shares “Vested Shares” shall mean the shares of Restricted Stock which are no longer subject to the Restrictions by reason of Section 3.2.

  • 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.

  • Unvested Shares You are reflected as the owner of record of the Award Shares on the Company’s books. The Company will hold the share certificates for safekeeping, or otherwise retain the Award Shares in uncertificated book entry form, until the Award Shares become vested and nonforfeitable, and any share certificates (or electronic delivery) representing such unvested shares will include a legend to the effect that you may not sell, assign, transfer, pledge, or hypothecate the Award Shares. You must deliver to the Company, as soon as practicable after the Grant Date, a stock power, endorsed in blank, with respect to the Award Shares. If you forfeit any Award Shares, the stock power will be used to return the certificates for the forfeited Award Shares to the Company’s transfer agent for cancellation.

  • Rights as Shareholder; Dividend Equivalents 5.1 The Grantee shall not have any rights of a shareholder with respect to the shares of Common Stock underlying the Restricted Stock Units unless and until the Restricted Stock Units vest and are settled by the issuance of such shares of Common Stock.

  • 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.

  • Shareholder Account The Transfer Agent shall cause each Sub-transfer Agent to apply the foregoing rule to each Sub-shareholder Account based on the records maintained by such Sub-transfer Agent; provided, that until the Sub-transfer Agent in respect of the ML Omnibus Account develops the data processing capability to conform to the foregoing requirements, such Sub-transfer Agent shall apply the foregoing rules to each Sub-shareholder Account with respect to the Date of Original Purchase of any Commission Share as though each such date were a separate Month of Original Purchase.

  • Shareholder Accounts In connection with the establishment of Shareholder accounts, JHSS shall:

  • Escrowed Shares a. With respect to the Escrowed Shares, upon an event of default as set forth in the Pledge Agreement, the Escrow Agent shall send written notice to the Transfer Agent ("Escrow Notice") to transfer such number of Escrow Shares as set forth in the Escrow Notice to the Buyers. Upon receipt of an Escrow Notice, the Transfer Agent shall promptly transfer such number of Escrow Shares to the Buyers as shall be set forth in the Escrow Notice delivered to the Transfer Agent by the Escrow Agent. Further, the Transfer Agent shall promptly transfer such shares from the Buyers to any subsequent transferee promptly upon receipt of written notice from the Buyers or their counsel. If the Escrow Shares are not registered for sale under the Securities Act of 1933, as amended, then the certificates for the Escrow Shares shall bear the legend set forth in Section 1b.

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