Return of Value of Shares Sample Clauses

Return of Value of Shares. (a) If the Recipient is a party to an Employment Agreement with the Company or any Related Entity and the Recipient violates any non-competition, non-solicitation, or confidentiality agreement contained therein, then, in addition to any other remedy the Company may have, the Company may, in the sole discretion of the Committee, require the Recipient to pay to the Company, upon written demand, (i) if the Recipient is employed by the Company at the time of such violation, an amount equal to the aggregate Fair Market Value of the Shares of Restricted Stock that have vested during the period beginning on the date twelve months before such violation and ending on the date on which senior management of the Company acquires actual knowledge of such violation or (ii) if the Recipient is not employed by the Company at the time of such violation, an amount equal to the aggregate Fair Market Value of the Shares of Restricted Stock that have vested during the twelve months preceding the date on which the Recipient’s employment with the Company was terminated. The aggregate Fair Market Value of such Shares of Restricted Stock shall be determined with respect to each Share on the applicable Vesting Date for that Share pursuant to Section 2 hereof, without regard to any changes in the Fair Market Value that occurred after the Vesting Date.
Sample 1
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Return of Value of Shares. (a) If the Recipient is a party to an Employment Agreement with the Company or any Related Entity and the Recipient violates in any material respect any non-competition, non-solicitation, or confidentiality agreement contained therein (and such violation is not cured within 30 days following written notice from the Company), then, in addition to any other remedy the Company may have, the Company may, in the sole discretion of the Committee, require the Recipient to pay to the Company, upon written demand, (i) if the Recipient is employed by the Company at the time of such violation, an amount equal to the aggregate Fair Market Value of the Shares of Restricted Stock that have vested during the period beginning on the date twelve months before such violation and ending on the date on which senior management of the Company acquires actual knowledge of such violation or (ii) if the Recipient is not employed by the Company at the time of such violation, an amount equal to the aggregate Fair Market Value of the Shares of Restricted Stock that have vested during the twelve months preceding the date on which the Recipient’s employment with the Company was terminated. The aggregate Fair Market Value of such Shares of Restricted Stock shall be determined with respect to each Share on the applicable vesting date for that Share pursuant to Section 2 hereof, without regard to any changes in the Fair Market Value that occurred after the vesting date.
Sample 1

Related to Return of Value of Shares

  • Adjustments of Exercise Price and Number of Shares The Exercise Price and the number and kind of securities issuable upon exercise of each Warrant shall be subject to adjustment from time to time upon the happening of certain events, as follows:

  • Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock Except as otherwise provided in Paragraphs 4(c) and 4(e) hereof, if and whenever on or after the date of issuance of this Warrant, the Company issues or sells, or in accordance with Paragraph 4(b) hereof is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the Market Price on the date of issuance (a "Dilutive Issuance"), then immediately upon the Dilutive Issuance, the Exercise Price will be reduced to a price determined by multiplying the Exercise Price in effect immediately prior to the Dilutive Issuance by a fraction, (i) the numerator of which is an amount equal to the sum of (x) the number of shares of Common Stock actually outstanding immediately prior to the Dilutive Issuance, plus (y) the quotient of the aggregate consideration, calculated as set forth in Paragraph 4(b) hereof, received by the Company upon such Dilutive Issuance divided by the Market Price in effect immediately prior to the Dilutive Issuance, and (ii) the denominator of which is the total number of shares of Common Stock Deemed Outstanding (as defined below) immediately after the Dilutive Issuance.

  • Adjustment of Exercise Price and Number of Shares The number and kind of Shares purchasable upon exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time as follows:

  • Issue of Shares 3.1 Subject to the provisions, if any, in the Memorandum (and to any direction that may be given by the Company in general meeting) and without prejudice to any rights attached to any existing Shares, the Directors may allot, issue, grant options over or otherwise dispose of Shares (including fractions of a Share) with or without preferred, deferred or other rights or restrictions, whether in regard to Dividend or other distribution, voting, return of capital or otherwise and to such persons, at such times and on such other terms as they think proper, and may also (subject to the Statute and the Articles) vary such rights. Notwithstanding the foregoing, the Subscriber shall have the power to:

  • Number of Shares; Exercise Price This certifies that, for value received, Cede & Co., and any of its registered assigns, is the registered owner of the number of Warrants set forth on Schedule A hereto, each of which entitles the Warrantholder to purchase from the Company, upon the terms and subject to the conditions hereinafter set forth, a number of fully paid and nonassessable shares of Common Stock (each a “Share” and collectively the “Shares”) equal to the Warrant Share Number at a purchase price per share equal to the Exercise Price. The Warrant Share Number and the Exercise Price are subject to adjustment as provided herein, and all references to “Warrant Share Number” and “Exercise Price” herein shall be deemed to include any such adjustment or series of adjustments.

  • Adjustments to Exercise Price and Number of Shares The Exercise Price and the number of Shares underlying this Purchase Warrant shall be subject to adjustment from time to time as hereinafter set forth:

  • Adjustment in Number of Shares Upon each adjustment of the Exercise Price pursuant to the provisions of this Paragraph 4, the number of shares of Common Stock issuable upon exercise of this Warrant shall be adjusted by multiplying a number equal to the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock issuable upon exercise of this Warrant immediately prior to such adjustment and dividing the product so obtained by the adjusted Exercise Price.

  • Certification of Adjusted Exercise Price or Number of Shares of Common Stock Whenever the Exercise Price or the number of shares of Common Stock issuable upon the exercise of each Warrant is adjusted as provided in Section 11 or 13, the Company shall (a) promptly prepare a certificate setting forth the Exercise Price of each Warrant as so adjusted, and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Warrant Agent and with each transfer agent for the Common Stock a copy of such certificate and (c) instruct the Warrant Agent to send a brief summary thereof to each Holder of a Warrant Certificate.

  • Xxxxx Stock The Company agrees that it will use commercially reasonable efforts to prevent the Company from becoming subject to Rule 419 under the Securities Act prior to the consummation of any Business Combination, including, but not limited to, using its best efforts to prevent any of the Company’s outstanding securities from being deemed to be a “xxxxx stock” as defined in Rule 3a51-1 under the Exchange Act during such period.

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