Restricted Common Shares. At the Effective Time, each outstanding award of restricted Common Shares granted under the Company’s Long Term Incentive Plan (the “Company Restricted Share Award”) shall be cancelled in exchange for the right to receive a lump sum cash payment equal to the product of (i) the Merger Consideration and (ii) the number of Common Shares subject to such Company Restricted Share Award, less applicable Taxes required to be withheld. At the Effective Time, all Company Restricted Share Awards shall no longer be outstanding and shall automatically cease to exist, and each holder of a Company Restricted Share Award shall cease to have any rights with respect thereto, except the right to receive the cash payment described in the first sentence of this Section 2.8(b). For the avoidance of doubt, each Company Restricted Share Award will be entitled to payment of the Special Dividend and any Quarterly Dividend declared for which the record date occurred prior to the Closing but which is not yet paid as of the Closing pursuant to the terms of the underlying award grant agreement.
Restricted Common Shares. Any unvested Restricted Common Shares held by the Participant shall become fully vested as of the Change in Control. No transfer restrictions shall apply to any Restricted Common Shares vested pursuant to this Section 9.4.2.
Restricted Common Shares. (a) If the Qualified Public Offering occurs, as of Restricted Common Shares Determination Date, the Issuer shall issue to the Restricted Common Shares Escrow Agent for the benefit of the Restricted Common Shares Recipients 7,204,835 shares of Common Stock (the “Restricted Common Shares”), representing approximately 5.0% of the Issuer’s Common Stock deemed outstanding as August 14, 2007 (calculated on a fully diluted basis, assuming exercise of all outstanding options, warrants (including any Additional Warrants outstanding as of that date) and other convertible securities, and issuance of such Restricted Common Shares, but not including the Contingent Warrants or any shares of common stock to be issued in a Qualified Public Offering.
(b) The Issuer shall deliver a global certificate representing the Restricted Common Shares (the “Restricted Common Share Certificate”) to the Restricted Common Shares Escrow Agent pursuant to the terms of the Restricted Common Shares Escrow Agreement promptly following the Qualified Public Offering. The Restricted Common Shares will be held by the Escrow Agent under the Restricted Common Shares Escrow Agreement for 360 days from the date of the Qualified Public Offering (the “Escrow Period”). During the Escrow Period, the Restricted Common Shares Recipients will be entitled to all dividends or other distributions declared with respect to the Restricted Common Shares and will have all voting rights with respect to the Restricted Common Shares, but will not have the right to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any Restricted Common Shares. At the end of the Escrow Period, the Issuer will cause the Restricted Common Shares Escrow Agent to deliver the Restricted Common Shares to the Restricted Common Shares Recipients in accordance with the terms of the Restricted Common Shares Escrow Agreement.
(c) The Issuer shall use commercially reasonable efforts to identify the beneficial owners of the Notes as of the Restricted Common Shares Determination Date, including appropriate inquiries of the Depository, Participants, and other broker-dealers, commercial banks, trust companies or other nominees. The Restricted Common Shares Recipients will be identified in a schedule to the Restricted Common Shares Escrow Agreement, which schedule will also identify the number of Restricted Common Shares held in escrow for the benefit of each Restricted Common Shares Recipi...
Restricted Common Shares. Each of the Restricted Common Shares issued to the Continuing Employees in the amounts set forth in Schedule VI will be, when so issued, duly authorized, validly issued, fully paid and nonassessable. Each of the Restricted Common Shares, when issued to the Continuing Employees, will have been issued under a registration statement on Form S-8 filed with the SEC, which registration statement is effective and for which no stop order has been issued.
Restricted Common Shares. Any portion of the Participant’s Restricted Common Shares that have not vested will be forfeited back to the Company.
Restricted Common Shares. The Company shall issue the Consultant one - hundred - fifty ( 150 , 000 ) thousand shares ofMOBQ common stock upon the signing of this agreement .
Restricted Common Shares. (a) 500,000 restricted common shares of Quest; and (b) 700,000 restricted common shares of Quest (“Balance Shares”). On a pro-rata basis, the Balance Shares shall be adjusted down should Quest not recover in gross revenues (net of bonuses and royalties to Xxxxxx and Xxxxxxx), within 18 months of the closing date, 110% of the sum of: (a) $68,000; (b) $300,000; and (c) the actual cash spent on the Minimum Commitment (as defined below).
Restricted Common Shares. The Investors understand that the Common Shares are characterized as “restricted Common Shares” under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such Common Shares may be resold without registration under the 1933 Act only in certain limited circumstances.
Restricted Common Shares. It acknowledges and understands that the terms of issuance have not been reviewed by the SEC or by any state securities authorities and that the Common Shares have been issued in reliance on
Restricted Common Shares. Executive will be entitled to receive 200,000 restricted shares of HCI common stock substantial as set forth in Exhibit A to this Schedule A
