Parent Restricted Shares Sample Clauses

Parent Restricted Shares. Parent shall remain responsible for Parent’s equity compensation plans, including, without limitation, Parent’s Amended and Restated 2014 Incentive Plan, as amended, and all obligations and Liabilities related thereto, including the compensation expense association with the acceleration of vesting of awards previously granted thereunder.
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Parent Restricted Shares. As of the Effective Time, each share of Parent Common Stock granted under any Parent Stock Plan subject to vesting, repurchase or other applicable restrictions (each, a “Parent Restricted Share”) that is outstanding as of immediately prior to the Effective Time shall, by virtue of the Parent Merger and without any action on the part of the holder thereof, be assumed by Holdco and shall be converted at the Effective Time into one share of restricted Holdco Common Stock (each, a “Parent Replacement Restricted Share”). Each such Parent Replacement Restricted Share shall have, and be subject to, substantially the same terms and conditions as were applicable to the corresponding Parent Restricted Share immediately before the Effective Time (including, vesting, repurchase or other applicable restrictions and any accrued dividend or dividend equivalent rights). No Parent Restricted Share shall become vested solely by reason of the execution of this Agreement or the consummation of the transactions contemplated by this Agreement.
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Parent Restricted Shares. Notwithstanding anything in the Separation and Distribution Agreement to the contrary, as determined by the Committee pursuant to its authority under the applicable Parent Long-Term Incentive Plan, the holder of each Parent Restricted Share shall be entitled to receive a number of SpinCo Restricted Shares determined in the same manner as the number of shares of SpinCo Common Stock to be received by the holder of each share of Parent Common Stock upon the Distribution, which SpinCo Restricted Shares shall be subject to the same terms and conditions after the Effective Time as were applicable to the Parent Restricted Shares to which they relate. For the avoidance of doubt, no Parent Restricted Share shall receive any shares of SpinCo Common Stock that are not SpinCo Restricted Shares in connection with the Distribution.
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Parent Restricted Shares. 2.5(a)(iii) Parent SAP Statements........................................ 4.5
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Parent Restricted Shares. The vesting of all Parent Restricted Shares (as defined in the Separation Agreement) shall accelerate in connection with the Spin-off with all Parent Restricted Shares to vest on the date on which the vesting acceleration is approved by Parent’s Compensation Committee. Parent shall be responsible for the compensation costs associated with such vesting acceleration and remain responsible for Parent’s equity compensation plans, including, without limitation, Parent’s Amended and Restated 2014 Incentive Plan, as amended, and all obligations and Liabilities related thereto.
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Related to Parent Restricted Shares

  • 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).

  • 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.

  • Investment Restrictions How the Fund is Managed ................................................................................

  • 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.

  • 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 (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.

  • 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”).

  • Company Restricted Stock Immediately prior to the Effective Time, any then-outstanding shares of Company Restricted Stock shall become fully vested and the Company shall be entitled to deduct and withhold such number of shares of Company Common Stock otherwise deliverable upon such acceleration to satisfy any applicable income and employment withholding Taxes (assuming a fair market value of a share of Company Common Stock equal to the closing price of the Company Common Stock on the last completed trading day immediately prior to the Closing). All shares of Company Common Stock then-outstanding as a result of the full vesting of the shares of Company Restricted Stock and the satisfaction of any applicable income and employment withholding Taxes shall have the right to receive the Merger Consideration in accordance with the terms and conditions of this Agreement.

  • 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 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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