Restrictions on Restricted Shares. Except as provided by this Award, the Employee shall not have the right to make or permit to exist any transfer or hypothecation, whether outright or as security, with or without consideration, voluntary or involuntary, of all or any part of any right, title or interest in or to any Restricted Shares. Any such disposition not made in accordance with this Award shall be deemed null and void. The Company will not recognize, or have the duty to recognize, any disposition not made in accordance with the Plan and this Award, and any Restricted Shares so transferred will continue to be bound by the Plan and this Award. The Employee (and any subsequent holder of Restricted Shares) may not sell, pledge or otherwise directly or indirectly transfer (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any interest in or any beneficial interest in any Restricted Shares except pursuant to the provisions of this Award. Any sale, pledge or other transfer (or any attempt to effect the same) of any Restricted Shares in violation of any provision of the Plan or this Award shall be void, and the Company shall not record such transfer, assignment, pledge or other disposition on its books or treat any purported transferee or pledgee of such Restricted Shares as the owner or pledgee of such Restricted Shares for any purpose.
Restrictions on Restricted Shares. The Grantee shall be treated as the beneficial owner of all of the Restricted Shares and shall have all the rights and privileges of a stockholder as to the Restricted Shares, including the right to vote and to receive any dividends and other distributions with respect to the Restricted Shares, except that the following restrictions shall apply to any Restricted Shares that are Unvested Shares:
(a) The Grantee shall not be entitled to delivery of any certificates for Restricted Shares until the restrictions thereon have lapsed and such Restricted Shares have become Vested Shares in accordance with the Vesting Schedule without a forfeiture, and upon the satisfaction of all other applicable conditions.
(b) The Grantee shall not sell, assign, transfer (by gift or otherwise), pledge, hypothecate or otherwise dispose of by operation of law or otherwise (“Transfer”), any Restricted Shares that are Unvested Shares, except as otherwise provided by this Agreement or the terms of the Plan. If any Transfer of Restricted Shares is made or attempted to be made contrary to the terms of this Agreement, such Transfer or attempted Transfer shall be null and void and ineffectual and shall cause such Restricted Shares to be forfeited, and the Company shall have the right to acquire for its own account, without the payment of any consideration therefor, such Restricted Shares from the owner thereof or his transferee, at any time before or after such prohibited Transfer. In addition to any other legal or equitable remedies it may have, the Company may enforce its rights to specific performance to the extent permitted by law and may exercise such other equitable remedies then available to it. The Company may refuse for any purpose to recognize any transferee who receives Restricted Shares contrary to the provisions of this Agreement as a stockholder of the Company and may retain and/or recover any and all dividends or other distributions on such Restricted Shares that were paid or payable subsequent to the date on which the prohibited Transfer was made or attempted.
(c) The Grantee shall deliver to the Company any and all shares of Common Stock or other securities distributed as a dividend or distribution with respect to any Restricted Shares that do not become Vested Shares, upon a forfeiture of such Restricted Shares.
Restrictions on Restricted Shares. Except as provided by this Award, Employee shall not have the right to make or permit to exist any transfer or hypothecation, whether outright or as security, with or without consideration, voluntary or involuntary, of all or any part of any right, title or interest in or to any Restricted
Restrictions on Restricted Shares. Grantee agrees to not sell, transfer, pledge, exchange, hypothecate, grant any security interest in, or otherwise dispose of, any Restricted Shares before the date on which the Restricted Shares vest and the restrictions lapse under Section 4.A, or enter into any agreement or make any commitment to do so. Any attempted sale, transfer, pledge, exchange, hypothecation or disposition of the Restricted Shares shall be null and void, and the Company shall not recognize or give effect to such transaction on its books and records (including the books and records of the Company’s transfer agent) or recognize the person or persons to whom such sale, transfer, pledge, exchange, hypothecation or disposition has been made as the legal or beneficial owner of the Restricted Shares.
Restrictions on Restricted Shares. The Restricted Shares acquired pursuant to this Agreement are subject to certain restrictions affecting the sale, assignment, transfer, pledge, hypothecation or other disposition of such restricted Shares in accordance with and subject to the terms of the Plan. Unless otherwise provided in a Participant’s employment agreement or other written agreement with the Company, the Participant shall not be entitled to accelerated vesting of the Restricted Shares upon the Participant’s Retirement.
Restrictions on Restricted Shares. Employee agrees to not sell, transfer, pledge, exchange, hypothecate, grant any security interest in, or otherwise dispose of, any Restricted Shares before the date on which the restrictions lapse under Section 4, or enter into any agreement or make any commitment to do so. Any attempted sale, transfer, pledge, exchange, hypothecation or disposition of the Restricted Shares shall be null and void, and the Company shall not recognize or give effect to such transaction on its books and records (including the books and records of the Company’s transfer agent) or recognize the person or persons to whom such sale, transfer, pledge, exchange, hypothecation or disposition has been made as the legal or beneficial owner of the Restricted Shares.
Restrictions on Restricted Shares. Subject to any exceptions set forth in this Agreement or the Plan, during the Restricted Period, the Restricted Shares or the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Grantee. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Shares or the rights relating thereto during the Restricted Period shall be wholly ineffective and, if any such attempt is made, the Restricted Shares will be forfeited by the Grantee and all of the Grantee’s rights to such shares shall immediately terminate without any payment or consideration by the Company. The Restricted Shares shall be subject to forfeiture until satisfaction of the vesting conditions set forth in Section 4 of this Agreement.
Restrictions on Restricted Shares. Subject to any exceptions set forth elsewhere herein, none of the Restricted Shares awarded hereunder or the rights relating thereto may be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of by Participant, and Participant agrees not to sell, assign, transfer, pledge, hypothecate or otherwise dispose of such Restricted Shares or rights, prior to such Restricted Share vesting and becoming non-forfeitable according to the vesting condition(s) set forth above in Section 3. As soon as practicable after a Restricted Shares vests and becomes non-forfeitable in accordance with Section 3 above, the Committee shall distribute to Participant one share of Common Stock for each vested Restricted Share. Such share of Common Stock will be freely transferable under this Agreement and the Plan, subject only to such further limitations on transfer, if any, as may exist under applicable law or any other agreement binding upon Participant.
Restrictions on Restricted Shares. The restrictions to which the Restricted Shares shall be subject are:
(a) During the Restricted Period applicable to such shares and except as otherwise specifically provided, none of such shares shall be sold, exchanged, transferred, pledged, hypothecated, or otherwise disposed of unless they first, by written notice, have been offered to the Company for repurchase for the same amount as was paid for by the Recipient, with appropriate adjustment for any change in the Restricted Shares of the nature described in Section 2 the Company shall not within 30 days following such offer have so repurchased the shares and made payment in fill therefor. Unless such repurchase is otherwise prohibited by the laws of the State of Florida currently in effect at the time of an offer of the Restricted Shares to the Company for repurchase, the Company shall repurchase said shares and make payment in full therefor within thirty (30) days following such offer.
(b) If the Recipient's employment is terminated for any reason, including such Recipient's death or disability, at any time before the Restricted Period ends, the Company shall so notify the escrow agent appointed under Section 1 above. Such termination shall be deemed an offer to the Company as described in Section (a) above as to:
(i) All such shares issued to recipient, if such termination occurs within three years from February 1, 1998;
(ii) 66.67 % of the total number of such shares originally issued (including any other or additional securities issued in respect thereof, as contemplated in Section 2 above) to such Recipient, if such termination occurs more than three years after February 1, 1998 but prior to four years after that date;
(iii) 33.33% of the total number of such shares originally issued (including any other or additional securities issued in respect thereof, as contemplated Section 2 above) to such Recipient, if such termination occurs on or after four years after February 1, 1998 but prior to the end of the Restricted Period.
Restrictions on Restricted Shares. Grantee acknowledges that he has not committed to sell, transfer, pledge, exchange, grant any security interest in, or otherwise disposed of, any Restricted Shares, before the Grant Date.
