Founder Restricted Shares. Unless otherwise determined by the Board (including the affirmative vote of the Majority Preferred Directors), the Founder Restricted Shares held by a Founder or his/her Founder Holdco shall be released from the repurchase herein according to the following repurchased schedule, for so long as such Founder remains as a full-time employee of a Group Company: (a) with respect to the Founder Restricted Shares owned by such Founder or his/her Founder Holdco as of the Series A Closing Date, 25% of such Founder Restricted Shares will be released from the repurchase on the first (1st) anniversary of the date of commencement of such Founder’s employment with a Group Company (with respect to the Founder 1, Founder 3, Founder 4 and Founder 5, the date on which each of them commenced his/her employment with a Group Company shall be June 19, 2013, with respect to Founder 2, the date on which he commenced his employment with a Group Company shall be November 17, 2014; and with respect to Founder 6, the date on which she commenced her employment with a Group Company shall be November 17, 2014), and the remaining Founder Restricted Shares will be released from the repurchase annually on the last day of each annual interval in equal installments over the next three (3) years; (b) with respect to the Founder Restricted Shares (except for the Class A Ordinary Shares acquired after November 17, 2014 by the Founder 6 or the Founder 6 Holdco) acquired by such Founder or his/her Founder Holdco after the Series A Closing Date and, 25% of such Founder Restricted Shares will be released from the repurchase on the first (1st) anniversary of the date on which such Founder or Founder Holdco acquired such Founder Restricted Shares, and the remaining Founder Restricted Shares will be released from the repurchase annually in equal installments over the next three (3) years. With respect to the Class A Ordinary Shares acquired after November 17, 2014 by the Founder 6 or the Founder 6 Holdco, 25% of such Founder Restricted Shares will be released from the repurchase on November 17, 2015, and the remaining Founder Restricted Shares will be released from the repurchase annually in equal installments over the next three (3) years. As of the date hereof, the Founder Restricted Shares held by each Founder are as follows: Xu Yi (徐逸) 22,235,973 7,149,835 Xxxx Xxx (陈睿) 20,079,257 7,282,861 Xxx Xx (曹汐) 1,346,000 320,000 Xxx Xxxx (韦倩) 510,000 170,000 Xxx Xxx Hong (林伟雄) 4,143,000 1,300,000 Li Ni (李旎)...

Founder Restricted Shares. Each of the Founder Parties agrees and acknowledges that any and all of the Class A Ordinary Shares owned by him/her/it as of the Series A Closing Date or acquired by him/her/it any time thereafter pursuant to exercise of options granted under the ESOP or otherwise shall be designated as “Founder Restricted Shares” and shall be subject to the restrictions as set forth on Exhibit D.

Founder Restricted Shares. (A) At the Effective Time, as provided in the “Founder Share Acknowledgment Agreement” in the form attached hereto as Exhibit H, the outstanding Founder Restricted Shares shall be converted and exchanged without any action on the part of the holders thereof into the right to receive (I) that number of shares of Acquiror Parent Common Stock equal to the Exchange Ratio, multiplied by the number of Founder Restricted Shares held by the holder thereof (such shares, “Acquiror Parent Shares”), which Acquiror Parent Shares shall be issued as provided in Section 2.6(c)(ii)(B), plus (II) potential Dividend Shares as provided in Section 2.6(c)(ii)(C). (B) Acquiror shall issue, or cause to be issued, to each former holder of Founder Restricted Shares that number of such holder’s Acquiror Parent Shares as shall have vested on an applicable fiscal quarter vesting date as provided in the applicable Founder Share Acknowledgment Agreement; provided that (I) in the event that a Vesting Acceleration Event has not occurred prior to such vesting date, ten percent (10%) of the Acquiror (C) Concurrently with the issuance of Vesting Date Shares, Accelerated Vesting Shares, Indemnification Shares or Holdback Shares to a former holder of Founder Restricted Shares as provided in such holder’s Founder Share Acknowledgment Agreement and Holdback Agreement, Acquiror shall issue, or cause to be issued, a number of additional Acquiror Parent Shares (such shares, “Dividend Shares”) equal to (I) the amount of the Accrued Dividends attributable to such Vesting Date Shares, Accelerated Vesting Shares, Indemnification Shares or Holdback Shares, divided by (II) the applicable Distribution Per Share Price, rounded down to the nearest whole share. (D) All Acquiror Parent Shares and cash issued to a Founder or Founder Transferee pursuant to Sections 2.6(a) or 2.6(c)(ii) of this Agreement including Acquiror Parent Shares and cash subject to the applicable Holdback Agreement or Escrow Account will constitute Merger Consideration (subject to interest that may be imputed on such amounts if required by Section 483 or 1274 of the Code) payable in connection with shares of Company Capital Stock, and, for Tax purposes, not compensation or deemed compensation for any services rendered or to be rendered at any time, and will not be subject to payroll Tax withholding.

Founder Restricted Shares. The Founder Parties agree and acknowledge that (a) all the Common Shares held by the Founder Holdco shall be designated as “Company Restricted Shares”; and (b) all the shares of the Founder Holdco held by the Founders shall be designated as “Founder Holdco Restricted Shares”. Both the Company Restricted Shares and Founder Holdco Restricted Shares (collectively, the “Founder Restricted Shares”) shall be subject to the restrictions as set forth on Exhibit D.

Related to Founder Restricted Shares

Lock-up; Transfer Restrictions (a) The Sponsor and the Insiders agree that they shall not Transfer any Founder Shares (the “Founder Shares Lock-up”) until the earliest of (A) one year after the completion of the Company’s initial Business Combination and (B) the date following the completion of an initial Business Combination on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property (the “Founder Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30- trading day period commencing at least 150 days after the Company’s initial Business Combination, the Founder Shares shall be released from the Founder Shares Lock-up. (b) Subject to the provisions set forth in paragraph 5(c), the Sponsor and Insiders agree that they shall not effectuate any Transfer of Private Placement Warrants or the Ordinary Shares underlying such Private Placement Warrants until 30 days after the completion of an initial Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 5(a) and (b), Transfers of the Founder Shares, Private Placement Warrants or Ordinary Shares underlying the Private Placement Warrants are permitted (a) to the Company’s officers or directors, any affiliates or family member of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Founder Shares, Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of its initial Business Combination, (h) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (i) in the event of completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of an initial Business Combination; provided, however, that in the case of clauses (a) through (f) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. (d) During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior written consent of the Representatives, Transfer any Units, Ordinary Shares, Warrants or any other securities convertible into, or exercisable or exchangeable for, Ordinary Shares held by it, her or him, as applicable, subject to certain exceptions enumerated in Section [6(h)] of the Underwriting Agreement.
Transfer Restriction No Unreleased Shares or any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Participant or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect.
Transfer Restrictions If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, comply with the provisions of Section 5.7 of the Purchase Agreement.
Transfer Restricted Securities The securities entitled to the benefits of this Agreement are the Transfer Restricted Securities.
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.
Issuance of Restricted Shares The Restricted Shares shall be issued upon acceptance hereof by Employee and upon satisfaction of the conditions of this Agreement.
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.
Restricted Shares Employee hereby accepts the Restricted Shares when issued and agrees with respect thereto as follows:
No Transfer Restrictions The Depositor has not created, incurred or suffered to exist any restriction on transferability of the Receivables except for the restrictions on transferability imposed by this Agreement. The transfer of the Receivables and the Receivable Files by the Depositor to the Issuer pursuant to this Agreement is not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

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