Forfeitable Shares Sample Clauses

Forfeitable Shares. (a) Until the 10th anniversary of the consummation of the Public Offering (the “Forfeitability Period”) and as further provided in this Section 1.10, a number of shares of the Total Contributor Consideration the Meruelo Group and Sunstone will be subject to forfeiture if the Operating Partnership recognizes, in connection with the disposition during the Forfeitability Period of any of the Properties (including those owned by the Participating Entities and those contributed in the Mergers other than the Property identified as the “Alameda Square project” in the Registration Statement (as defined below)), any of the Inherent Gain (defined in Section 1.8) that the Operating Partnership will have immediately after consummation of the Public Offering and the Formation Transactions. The total number of shares of Common Stock that the Contributors will collectively forfeit is a number of shares having an aggregate value equal to the federal and state income tax liability that the Company owes on its allocated share of such recognized income from such disposition (valuing each share of Common Stock for this purpose at the per share initial public offering price in the Public Offering), with the value of the forfeited shares constituting an adjustment to the Total Contributor Consideration received by the Contributors; provided that notwithstanding anything in this Agreement or the Merger Agreements to the contrary, in no event shall Meruelo Trust and Sunstone be required to forfeit shares of Common Stock having an aggregate value (as calculated above) in excess of the Maximum Tax Forfeiture Amount. The “
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Forfeitable Shares. Buyer shall use its best efforts to include the Forfeitable Shares in a Registration Statement on Form S-3 (the "Forfeitable Shares Registration Statement") to be filed with the SEC within twenty (20) days after the Forfeiture Condition is satisfied in accordance with the terms and conditions of the Rights Agreement. As used in this Section 9.2, "Forfeiture Condition" means that the Gross Revenues generated by the Business for the calendar year 2003 equal or exceed $1,000,000 as determined upon the completion of the 2003 audit of the Business, which shall be completed no later than March 31, 2004. If, for any reason, the Forfeiture Condition is not satisfied, Seller shall forfeit the Forfeitable Shares to Buyer. The stock certificates representing the Forfeitable Shares shall contain a legend referencing the Forfeitable Condition. If and when the Forfeitable Condition has been satisfied, Seller shall be entitled to exchange the stock certificates containing the Forfeitable Condition legend for new stock certificates without the Forfeitable Condition legend, which new certificates shall be provided to Seller within ten business days of the date Seller surrenders the stock certificates containing the Forfeitable Condition legend. The Forfeitable Shares shall be held by Xxxxxxx Xxxxxxxx Xxxxx Xxxxxxxxxxx & Kuh, LLP, as escrow agent, pursuant to the terms of the Joint Escrow Instructions annexed hereto as Exhibit A-2 pending determination of the audited determination of whether the Forfeitable Condition has been satisfied, which shall be made no later than March 31,
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Forfeitable Shares. Notwithstanding anything to the contrary contained in the Merger Agreement, the Company, as Exchange/Escrow Agent under the Merger Agreement hereby agrees to release all of the 150,000 Group 1 Forfeitable Shares to the Old Lexford Shareholders (in accordance with Schedule I). As soon as practicable after the effectiveness of this Agreement, the Company will deliver or cause its transfer agent to deliver, as the case may be, to the Old Lexford Shareholders the share certificates representing the Group 1 Forfeitable Shares. From and after the effectiveness of this Agreement, the Group 1 Forfeitable Shares will be deemed to be Non-Forfeited Shares and no longer subject to forfeiture under the Merger Agreement.
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Forfeitable Shares 
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Related to Forfeitable Shares

  • 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.

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

  • 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.

  • Restricted Share Units Restricted Share Units means Restricted Share Units granted to Participant under the Plan subject to such terms and conditions as the Committee may determine at the time of issuance.

  • 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).

  • 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 Stock Units Except as provided in Section 3, if the Employee terminates employment prior to the satisfaction of the vesting requirements set forth in Section 2(a) above, any unvested Restricted Stock Units shall immediately be forfeited. The period of time during which the Restricted Stock Units covered by this Award are forfeitable is referred to as the “Restricted Period.”

  • 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.

  • 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.

  • Company Restricted Stock Units At the Effective Time of the First Merger, each Company Restricted Stock Unit then outstanding shall be assumed by Parent (each, an “Assumed RSU”). Subject to, and in accordance with, the terms of the applicable Company Stock Plan and any applicable award or other agreement, each Assumed RSU shall be converted into the right to receive the number of shares of Parent Common Stock (or an amount in respect thereof for cash settled Company Restricted Stock Unit) equal to the number of shares of Company Common Stock subject to the Company Restricted Stock Unit multiplied by the Stock Award Exchange Ratio (rounded down to the nearest whole number of shares of Parent Common Stock). Each Company Restricted Stock Unit shall have the same terms and conditions as were in effect immediately prior to the Effective Time of the First Merger other than with respect to those Company Restricted Stock Units listed (i) in Section 5.9(c)(i) of the Company Disclosure Schedule that were subject to performance based vesting conditions prior to the date of this Agreement and that shall be deemed issued and vested in their entirety at the Effective Time of the First Merger and released from any forfeiture rights pertaining to such shares in favor of Company, Parent or Surviving Entity, and (ii) in Section 5.9(c)(ii) of the Company Disclosure Schedule, which shall be deemed issued in their entirety at the Effective Time of the First Merger, which shall be converted into the right to receive Parent Common Stock according to the same formula applied to the Assumed RSUs above, and which shall be subject to quarterly vesting over a two-year period following the Effective Date in accordance with the terms of the 2006 Plan. Except as set forth in this Section 5.9(c). Company shall not take or permit any action that would accelerate vesting of any Company Restricted Stock Unit, except to the extent required by the terms of any such Company Restricted Stock Unit as in effect on the date hereof. Copies of the relevant agreements governing such Company Restricted Stock Unit and the vesting thereof have been provided to Parent. Except as set forth in this Section 5.9(c), all outstanding rights that Company may hold immediately prior to the Effective Time of the First Merger to the forfeiture of shares of Company Common Stock subject to the Company Restricted Stock Unit shall be assigned to Parent in the First Merger and shall thereafter be held by Parent upon the same terms and conditions in effect immediately prior to the Effective Time of the First Merger, except that the shares forfeitable pursuant to such rights shall be appropriately adjusted to reflect the Stock Award Exchange Ratio.

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