Restricted Shares and Vesting Sample Clauses

Restricted Shares and Vesting. Subject to the limitations contained herein, two hundred thirty six thousand (236,000) of the Medibuy Shares (the "Restricted Shares") acquired by Stevxxx xxxl be subject to a Repurchase Option in favor of Medibuy as described in Section 4.2 below. The Repurchase Option will lapse (and the Restricted Shares will become vested) at the following rate: shares shall be released from the Repurchase Option in equal monthly installments of 6,555.56 shares beginning on June 1, 1999 and on the 1st day of each month thereafter, until all the stock is released from the Repurchase Option as of June 1, 2002.

Restricted Shares and Vesting. Each Restricted Share granted hereunder represents the right of the Participant to receive, upon vesting and the satisfaction of any required tax withholding obligation, one share of common beneficial interest, par value $0.01, of the Trust (“Common Stock”). As of the date hereof and until the date such Restricted Shares are vested, or are terminated or forfeited in accordance with this Award Agreement, the Participant shall be entitled to all the rights of a holder of Common Stock as if the outstanding Restricted Shares were so vested, including the right to vote and to receive dividends. The Participant may not sell, assign, transfer, pledge, hypothecate, mortgage or otherwise dispose of, by gift or otherwise, or in anyway encumber any of the Restricted Shares prior to vesting, except as otherwise permitted by the Plan. Prior to vesting, at the Trust’s election, the shares of Common Stock relating to such Restricted Shares will either be represented in book-entry form by the transfer agent for the Common Stock or by a certificate held by the Trust or such transfer agent. Any certificate relating to the Restricted Shares shall be registered in the name of the Participant and shall bear an appropriate legend referring to the applicable terms, conditions and restrictions. Subject to the terms and conditions set forth herein, the Restricted Shares shall vest in three equal installments on each of the first, second and third anniversaries of the Grant Date, or if such anniversary is not a trading day, the trading day next preceding such anniversary (“Vesting Date”). As soon as practicable after vesting, but no later than the date that is 2 1/2 months after the end of the Participant’s tax year in which the Vesting Date occurs, the Trust shall deliver certificate(s) (or cause delivery in book-entry form) representing the shares of Common Stock vested as of such period to the Participant or its designee. Such certificate, if any, shall be registered in the name of the Participant or as otherwise permitted by the Plan.

Restricted Shares and Vesting. As of the date of this Agreement, all of the Shares shall be subject to a risk of forfeiture or repurchase by the Company based upon (i) Xxxxxx’ continued employment with the Company in accordance with this Section (the Shares, while and to the extent so subject to the risk of forfeiture or repurchase, being hereafter referred to as “Restricted Shares”). Restricted Shares shall vest and no longer be subject to forfeiture or repurchase as follows: June 10, 2010

Restricted Shares and Vesting. (i) With respect to a Subscriber who is, as of the date of this Agreement, an employee of Employer, or who serves in the capacity of an employee of the Employer, whether employed directly by the Employer or by a third party who furnishes employees to Employer, ("Employee Subscriber"), the Shares owned by such Employee Subscriber (including shares of ARC Holdings Common Stock hereafter acquired by Subscriber pursuant to this Section 5) shall be restricted, non-transferable and subject to repurchase by the Company (the "Restricted Shares") until vested in accordance with this subsection 5(b). The Employee Subscriber shall not be entitled to vote with respect to any of such unvested Restricted Shares. The Shares shall vest in accordance with Exhibit A hereto. (ii) If the Employee Subscriber voluntarily terminates his or her employment with Employer, or is terminated by the Employer for any reason, or by reason of the death, disability, injury or illness of the Employee Subscriber, then the Subscriber shall be entitled to retain all Restricted Shares in which the Subscriber has vested. In such event, pursuant to this Agreement and without further action by the Employee Subscriber, the Company shall have the right to repurchase all unvested Restricted Shares upon payment to the Employee Subscriber of an amount equal to the product of $.0001 multiplied by the number of unvested Restricted Shares. The purchase price payable by the Company pursuant to the preceding sentence shall be subject to appropriate adjustment upon the occurrence of stock split, stock dividend, recapitalization, merger or other similar capital transaction. (iii) In the event of a Qualifying Public Offering or a business combination of ARC Holdings prior to vesting of all unvested Restricted Shares notwithstanding the vesting schedule set forth on Exhibit A hereof, all of the unvested Restricted Shares shall immediately vest and the Company's right of repurchase shall terminate. For purposes of this Agreement, a "business combination" shall mean a sale to an unaffiliated third party of at least a majority of the outstanding shares of ARC Holdings Common Stock, a sale or transfer to an unaffiliated third party of the power to elect a majority of the members of the Board of Directors of Employer, a sale to an unaffiliated third party of substantially all of the assets of Employer, a merger or other consolidation with an unaffiliated third party following which the ability to elect a majority of...