Common use of Restrictions on Transfer of Common Shares Clause in Contracts

Restrictions on Transfer of Common Shares. The Common Shares subject to this Agreement may not be transferred, sold, pledged, exchanged, assigned or otherwise encumbered or disposed of by the Grantee, except to the Company, until they have become nonforfeitable in accordance with Section 3 hereof; provided, however, that when the Grantee is no longer subject to a substantial risk of forfeiture as defined in the Treasury regulations under Internal Revenue Code section 83, the restrictions on 50% of the Common Shares shall be removed; and provided, further that the Grantee’s interest in the Common Shares covered by this Agreement may be transferred at any time by will or the laws of descent and distribution. Any purported transfer, encumbrance or other disposition of the Common Shares covered by this Agreement that is in violation of this Section 2 shall be null and void, and the other party to any such purported transaction shall not obtain any rights to or interest in the Common Shares covered by this Agreement. When and as permitted by the Plan, the Company may waive the restrictions set forth in this Section 2 with respect to all or any portion of the Common Shares covered by this Agreement.

Appears in 2 contracts

Samples: Restricted Shares Agreement (Cleveland Cliffs Inc), Restricted Shares Agreement (Cleveland Cliffs Inc)

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Restrictions on Transfer of Common Shares. The Common Shares subject to this Agreement may not be transferred, sold, pledged, exchanged, assigned or otherwise encumbered or disposed of by the Grantee, except to the Company, until they have become nonforfeitable in accordance with Section 3 hereof; provided, however, that when the Grantee is no longer subject to a substantial risk income tax on the value of forfeiture as defined in the Treasury regulations Common Shares under Internal Revenue Code section 83the income tax law applicable to the Grantee, the restrictions on 50% of the Common Shares shall be removed; and provided, further further, that the Grantee’s interest in the Common Shares covered by this Agreement may be transferred at any time by will or the laws of descent and distribution. Any purported transfer, encumbrance or other disposition of the Common Shares covered by this Agreement that is in violation of this Section 2 shall be null and void, and the other party to any such purported transaction shall not obtain any rights to or interest in the Common Shares covered by this Agreement. When and as permitted by the Plan, the Company may waive the restrictions set forth in this Section 2 with respect to all or any portion of the Common Shares covered by this Agreement.

Appears in 2 contracts

Samples: Restricted Shares Agreement (Cliffs Natural Resources Inc.), Restricted Shares Agreement (Cliffs Natural Resources Inc.)

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