Restricted Common Stock. As a condition for the execution of this Agreement by the Investor, the Company shall issue to the Investor one hundred thirty three thousand three hundred thirty three (133,333) shares of restricted Common Stock (the “Restricted Shares”). The Restricted Shares shall be delivered to the Investor upon the execution of this Agreement.
Restricted Common Stock. (a) Executive is hereby granted 640,000 shares of restricted common stock of the Company, $.01 par value per share (the “Shares”) subject to vesting in 40,000 share increments on a quarterly basis commencing on the Effective Date. The Shares shall be other compensation to the Executive for his services hereunder and shall be earned and vest at the end of each quarter during the Employment Period.
(b) The Shares, when vested, shall be subject to the following conditions:
(i) The shares may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, alienated or encumbered until the restrictions are removed according to the terms of this Agreement or expire;
(ii) The Compensation Committee may require that the certificates representing the Shares remain in the physical custody of an escrow holder or the Company until all restrictions are removed or expire;
(iii) Each certificate representing Shares will bear such legend or legends making reference to the restrictions imposed upon such Shares as the Compensation Committee in its discretion deems necessary or appropriate to enforce such restrictions; and
(iv) Notwithstanding the foregoing, all unearned and unvested Shares listed above shall immediately vest and be delivered to the Executive upon the Change of Control as defined in Section 7(c) provided that the Executive is employed by the Company on the date of the Change in Control. The Executive shall have no voting or other stockholder rights with respect to any unearned and unvested Shares. The Shares shall not be assignable by the Executive or be subject to any claims by creditors until they shall have been earned and vested in accordance with this section. In addition to any other restrictions on the Shares described in this section, which may be incorporated by reference in the stock certificates evidencing the Shares, such certificates shall bear a legend substantially as follows: “The securities evidenced hereby have not been registered under the Securities Act of 1933, as amended (“Securities Act”). The holder hereof, by acquiring such securities, agrees that such securities may not be resold, pledged or otherwise transferred except pursuant to an effective registration statement duly filed under the Securities Act, or pursuant to an exemption effective under the Securities Act.”
(v) The Executive hereby agrees with Company that the holding period set forth in Rule 144 of the Securities Act of 1933, as amended, shall only beg...
Restricted Common Stock. The Holder understands that the Common Stock has not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Holder’s representations as expressed herein. The Holder understands that the shares of Common Stock are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Holder must hold the shares of Common Stock indefinitely unless they are registered with the SEC Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Holder acknowledges that the Company has no obligation to register or qualify the shares of common Stock for resale. The Holder further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the shares of Common Stock, and on requirements relating to the Company which are outside of the Holder’s control, and which the Company is under no obligation and may not be able to satisfy.
Restricted Common Stock. The Purchaser understands that the Seller nor the Companies have registered the Common Stock under the Securities Act of 1933, as amended (the “Act”) or the applicable securities laws of any state in reliance on exemptions from registration. The Purchaser further understands that such exemptions depend upon the Purchaser’s investment intent at the time the Purchaser acquires the Common Stock, the Purchaser therefore represents and warrants that the Purchaser is purchasing the Common Stock for its own account for investment and not with a view to distribution, assignment, resale or other transfer of the Common Stock. Except as specifically stated herein, no other person has a direct or indirect beneficial interest in the Common Stock. Because the Common Stock shares are not registered, the Purchaser is aware that it must hold the Common Stock indefinitely unless such shares are registered under the Act and any applicable state securities laws or it must obtain exemptions from such registration.
Restricted Common Stock. Purchaser understands that the shares of Common Stock it is purchasing are characterized as "restricted securities" under the 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 securities may be resold without registration under the Securities Act of 1933, as amended (the "Securities Act"), only in certain limited circumstances. In this connection Purchaser represents that it is familiar with Securities and Exchange Commission (the "SEC") Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.
Restricted Common Stock. The Participant shall be entitled to receive a number of shares of Restricted Stock, computed as follows:
(1) the number of shares of Common Stock outstanding immediately following the consummation of the IPO (not including any shares of Common Stock issued in connection with the EAR Plan or the Incentive Plan) (the “Issued Stock”) multiplied by the IPO price of the Common Stock (the “IPO Price”), less
(2) cash received by WNR for the sale of the Issued Stock reduced by the amount of cash distribution to the partners of WRLP immediately prior to the Effective Time, multiplied by
Restricted Common Stock. As a condition for the execution of this Agreement by the Investor, the Company shall issue to the Investor a to be mutually agreed amount of shares of restricted Common Stock (the “Restricted Shares”). The Restricted Shares shall be delivered to the Investor upon the execution of this Agreement.
Restricted Common Stock. As an additional inducement for employment, the Company shall issue to the Employee Thirty Thousand (30,000) shares of common stock. Such shares shall be subject to forfeiture until vested. Such shares shall vest as follows: Fifteen Thousand shares on the Commencement Date and Fifteen Thousand shares on the first anniversary of the Commencement Date.
Restricted Common Stock. During the Employment Period, Executive is entitled to earn up to One Million (1,000,000) shares of restricted common stock (“Shares”) of the Company, subject to the following Sales Goal Thresholds being met by the Company:
4.2.1 150,000 Shares upon reaching $ 6 Million in Sales during a calendar year;
4.2.2 150,000 Shares upon reaching $ 12 Million in Sales during a calendar year;
4.2.3 150,000 Shares upon reaching $ 18 Million in Sales during a calendar year;
4.2.4 150,000 Shares upon reaching $ 24 Million in Sales during a calendar year;
4.2.5 150,000 Shares upon reaching $ 30 Million in Sales during a calendar year; and
4.2.6 100,000 Shares upon reaching $ 40 Million in Sales during a calendar year.
Restricted Common Stock. In consideration of the services to be rendered by Advisor pursuant to this Agreement, Advisor shall be entitled to receive as compensation 18,000 shares of the Company’s common stock. The shares of common stock of the Company shall be issued after the closing of the PIPE financing for the Company’s acquisition of Grilled Cheese, Inc. concurrent with the Alternative Public Offering. Advisor acknowledges that the common stock has not been registered under the Securities Act of 1933, as amended, or under any state securities laws. Advisor is familiar with the provisions of the Securities Act and Rule 144 thereunder and understands that restrictions governing sale apply.
