Release of Shares. As promptly as is practicable after the lapse of transfer restrictions and satisfaction of Sections 5.1 through 5.3 above, the Company shall release the shares of Restricted Stock registered in the name of Grantee, Grantee’s authorized assignee or Grantee’s legal representative. The Company may postpone such release until it receives satisfactory proof that the release of such shares will not violate any of the provisions of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, any rules or regulations of the Securities and Exchange Commission (the “SEC”) promulgated thereunder, or the requirements of applicable state law relating to authorization, issuance or sale of securities, or until there has been compliance with the provisions of such acts or rules. Grantee understands that the Company is under no obligation to register or qualify the Restricted Stock or Common Stock with the SEC, any state securities commission or any stock exchange to effect such compliance.
Release of Shares. The Shares (and any dividends or other distributions relating to the Shares) shall be held by the Company in a nominee account with the Company’s transfer agent (or such other account as the Company shall determine) for the benefit of the Participant until (a) the Shares become vested in accordance with Section 2 above, and (b) the Participant has satisfied his or her obligation to remit withholding taxes under Section 8 with respect to the Shares that have become vested in accordance with Section 2 above (any Shares with respect to which both of these requirements are satisfied are referred to as “Released Shares”, and the date on which both of these requirements are satisfied with respect to Released Shares is referred to as the “Release Date” with respect to such Released Shares). Promptly following the Release Date, but subject to the provisions of Section 9 below, the Company will (i) cause the Released Shares to be electronically transferred to an account in the Participant’s name at the provider administering the Plan as it relates to Restricted Stock (the “Administrator”) or to a book-entry account in the Participant’s name with the Company’s transfer agent for the Class A Stock, and (ii) cause any dividends or other distributions relating to the Released Shares to be paid to the Participant or deposited to an account in the Participant’s name with the Administrator. The Company reserves the right to transfer (or cause its transfer agent to transfer) to its treasury any Shares that are forfeited pursuant to the Agreement or the Plan and to recover and receive any dividends or other distributions relating to such forfeited Shares, in each case free of any claim or right of the Participant.
Release of Shares. Notwithstanding any provision of this Agreement or the Share Pledge Agreement to the contrary contained or implied, the Company will release from the pledge and security interest under the Share Pledge Agreement, such Shares as must be allocated to ESOP participants under the ESOP pursuant to Section 8.7(h) of the ESOP and otherwise under the Code, the Exempt Loan Rules or other applicable law, provided that Section 8.7(h) of the ESOP shall not be amended without the Trustee's prior consent.
Release of Shares. As soon as practicable following the Grantee’s Termination of Employment or, if earlier, the end of the Restricted Period, the Grantee will receive a stock certificate without the legend described in Section 5 representing the Vested Portion of the Grantee’s Restricted Stock. in determining the Vested Portion, partial shares shall be forfeited and the Grantee shall not be entitled to any compensation for the cancellation of such partial shares. The Vested Portion shall be computed by multiplying the Grantee’s number of shares of Common Stock awarded as Restricted Stock by the applicable vesting percentage contained in Section 4 above. The Restricted Period shall end on the date the Grantee becomes 100% vested in the Restricted Stock
Release of Shares. The Shares shall be released to Security Holders prior to the end of the term provided in paragraph 2 above as follows:
Release of Shares. Upon any payment (including a prepayment) or forgiveness in any Trust Year of any principal on the Loan (a "Principal Payment"), the following number of shares of Company Stock acquired with the proceeds of the Loan shall be available for allocation ("Available Shares") as provided in this Article 3: the number of shares so acquired and held in the Suspense Account immediately before such payment or forgiveness, multiplied by a fraction the numerator of which is the amount of the Principal Payment and the denominator of which is the sum of such Principal Payment and the remaining principal of the Loan outstanding after such Principal Payment.
Release of Shares. Each of SAW and Aruze agree that commencing on January 6, 2010, and continuing on each January 6 for a total of ten events, a number of Shares owned by EW equal to $10,000,000 divided by the closing price of Wynn shares on January 5, 2010 (or if January 5 is not a trading day, the trading day immediately preceding January 5) shall be released from the restrictions set forth in this Agreement (once released, the “EW Released Shares”). If EW desires to sell any EW Released Shares, she shall provide written notice of such desire to SAW and, for a period of 48 hours from SAW’s receipt of such notice, SAW shall have the right to purchase any or all of such Shares for a price equal to the closing price of the Shares on the trading day immediately preceding the date of notice. SAW shall notify EW of his election to purchase or not within 48 hours from the date of receipt of the original notice. If SAW elects to purchase hereunder, the purchase price shall be payable in cash no later than 3 business days after the date of election. Notices to SAW under this Section 11 shall be transmitted by fax and email to SAW at his last known business address and residence address (currently c/o cxxxx.xxxxxxx@xxxxxxxxxxx.xxx and 700.000.0000), with copies to the General Counsel of Wynn (currently Kxx Xxxxxxx (kxx.xxxxxxx@xxxxxxxxxxx.xxx and 702.770.1349)) and to Jxxxx X. Xxxxxxxxx, Esq., Jxxxxxxxx Xxxxxx, P.C., 400 X. Xxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxx, XX 00000 (jxx@xxxxxxxxxxxxxxx.xxx and 702.387.1167) and notices to EW under this Section 11 shall be transmitted by fax and email to EW at her last known business address and residence address (currently c/o Exxxxx.Xxxx@xxxxxxxxxxx.xxx, and 700.000.0000), with copies to Dxxxxx Xxxxxxxx, Esq., Schiller, DuCanto & Fxxxx, LLP, 200 Xxxxx XxXxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx, XX 00000 (dxxxxxxxx@xxxxxx.xxx, and 312.641.6361) and Gxxx X. Xxxxxxxxx, Esq., Sxxxxxxxx, DxXxxxx & Kxxxxxxxx, Chtd., 100 Xxxxxx Xxxxxx, Xxxxx 000, Xxxx, XX 00000 (sxxxxxxxx@xxxxxxxxx-xxxxxxx.xxx and 775.322.3649). If SAW does not elect to purchase hereunder, the EW Released Shares will thereafter be held by EW free and clear of any further restrictions on sale under this Agreement.
Release of Shares. The Escrow Agent shall hold the Shares until it delivers the Shares as provided in this Section 3, as follows:
Release of Shares. Subject to Section 6.3(f), if any shares of Common Stock that are subject to any Award cease to be subject to an Award or are forfeited or repurchased, if any Award otherwise terminates without issuance of shares of Common Stock being made to the Participant, or if any shares of Common Stock are received by the Company in connection with the exercise of an Award, including the satisfaction of tax withholding, such shares, in the discretion of the Committee, may again be available for distribution in connection with Awards under the Plan.
Release of Shares. SAB shall release the Escrowed Shares as follows (amendment underlined):
