Sequential Lapse of Restrictions Sample Clauses

Sequential Lapse of Restrictions. During the First Quarterly Period, the Sellers have the right to make a Disposition of up to thirty percent (30%) of the BBC Shares issued to the Sellers at the Closing or subsequent to the Closing pursuant to the terms hereof (the "BBC Delivered Shares"), less any such BBC Delivered Shares which are subject to a Disposition by or on behalf of any lender during the First Quarterly Period upon default of any loan made to either of the Sellers. During each of the Second Quarterly Period, Third Quarterly Period, Fourth Quarterly Period and Fifth Quarterly Period (each, a "Quarterly Period"), the Sellers shall have the right to effect a Disposition of up to (x) ten percent (10%) of the BBC Delivered Shares, less any BBC Delivered Shares which are subject to a Disposition by or on behalf of any lender during such current Quarterly Period upon default of any loan made to either of the Sellers, plus any BBC Delivered Shares which the Sellers had the right to subject to a Disposition, but did not subject to a Disposition, during any prior Quarterly Period; provided, however, that the Sellers shall not subject to a Disposition more than thirty percent (30%) of the BBC Delivered Shares in any one Quarterly Period, less any BBC Delivered Shares which are subject to a Disposition by or on behalf of any lender during such Quarterly Period upon default of any loan made to either of the Sellers. During the Sixth Quarterly Period, the Sellers shall have the right to subject to a Disposition up to thirty percent (30%) of the BBC Delivered Shares, less any BBC Delivered Shares which are subject to a Disposition by or on behalf of any lender during the Sixth Quarterly Period upon default of any loan made to either of the Sellers. The restrictions set forth in Section 2.4.1 shall cease to apply after the last day of the Sixth Quarterly Period. In the event that either of the Sellers utilize any of the BBC Delivered Shares as collateral on a loan on or before the last day of the Sixth Quarterly Period, the Sellers shall require that the lender execute an agreement, a copy of which shall be delivered to the Purchaser and shall be acceptable to the Purchaser, such acceptance not to be unreasonably withheld, that (a) expressly states that the lender will not effect a Disposition of a greater number of BBC Delivered Shares in any of the above-mentioned periods than the Sellers are entitled to subject to a Disposition in such periods and (b) acknowledges that the Purchaser is entit...
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Sequential Lapse of Restrictions. Initially, each Company Shareholder shall have the right to make a Disposition of up to 20% of the applicable Shareholder Amount less the amount of any Company Shareholder's Cash Election. Upon the one year anniversary of the Closing Date, each Company Shareholder shall have the right to make a Disposition of an additional 25% of the applicable Shareholder Amount and upon the 18 month anniversary of the Closing Date each Company Shareholder shall have the right to make a Disposition of an additional 25% of the applicable Shareholder Amount. The restrictions set forth in this Section 5.12 shall cease to apply on the two-year anniversary of the Closing Date. Notwithstanding the foregoing: (i) if at any time, a Company Shareholder voluntarily terminates his/her employment with Parent (other than for death or disability), any unsold Shareholder Amount held by such Company Shareholder shall not be eligible for Disposition until the three-year anniversary of the Closing Date and (ii) if Parent terminates the employment of any Company Shareholder other than for Cause (as such term is defined in the form of Employment Agreement attached hereto as Exhibit B) or if Employee terminates due to death or disability, all restrictions on Disposition of such Company Shareholder's Shareholder Amount shall lapse; provided, however, in no event shall the provisions of this Section 5.12 disturb the creation, operation and distribution of the Escrow Fund as contemplated in Article VII hereof.
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Related to Sequential Lapse of Restrictions

  • Lapse of Restrictions If, for any reason, Shares are issued to the Employee within six months of the Grant Date, the Employee agrees that he or she will not sell or otherwise dispose of any such Shares prior to the six-month anniversary of the Grant Date.

  • Vesting and Lapse of Restrictions Subject to Sections 2.2(a) and 2.2(c), the Award shall vest and Restrictions shall lapse in accordance with the vesting schedule set forth on the Grant Notice.

  • Release of Restrictions Upon vesting of any portion of the shares of Restricted Stock and satisfaction of any other conditions required by the Plan or pursuant to this Restricted Stock Agreement, the Company shall promptly either issue a stock certificate, without such restricted legend, for any shares of the Restricted Stock that have vested, or, if the shares are held in book entry form, the Company shall remove the notations on the book form for any shares of the Restricted Stock that have vested.

  • Scope of Restrictions If the scope of any restriction contained in any preceding paragraphs of this Agreement is deemed too broad to permit enforcement of such restriction to its fullest extent, then such restriction shall be enforced to the maximum extent permitted by law, and Employee hereby consents and agrees that such scope may be judicially modified accordingly in any proceeding brought to enforce such restriction.

  • Termination of Restrictions Except as set forth in Section 9.3 hereof, the restrictions imposed by this Section 9 upon the transferability of Restricted Securities shall cease and terminate as to any particular Restricted Securities: (a) which shall have been effectively registered under the Securities Act, or (b) when, in the opinions of both counsel for the holder thereof and counsel for the Company, such restrictions are no longer required in order to insure compliance with the Securities Act or Section 10 hereof. Whenever such restrictions shall cease and terminate as to any Restricted Securities, the Holder thereof shall be entitled to receive from the Company, without expense (other than applicable transfer taxes, if any), new securities of like tenor not bearing the applicable legends required by Section 9.1 hereof.

  • Scope of Restriction If, at the time of enforcement of this paragraph 6, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area.

  • Absence of Restrictions The Executive represents and warrants that the Executive is not bound by any employment contracts, restrictive covenants or other restrictions that prevent the Executive from entering into employment with, or carrying out the Executive’s responsibilities for, the Company, or which are in any way inconsistent with any of the terms of this Agreement.

  • Vesting Schedule/Period of Restriction Except as provided in paragraphs 4 and 5, and subject to paragraph 7, the Performance Shares awarded by this Agreement shall vest in accordance with the vesting provisions set forth on the first page of this Agreement. Performance Shares shall not vest in the Employee in accordance with any of the provisions of this Agreement unless the Employee shall have been continuously employed by the Company or by one of its Subsidiaries from the Grant Date until the date the Performance Shares are otherwise scheduled to vest.

  • Basic Restrictions (i) (1) No Person, other than an Excepted Holder, shall Beneficially Own or Constructively Own Shares in excess of the Aggregate Ownership Limit, (2) no Person, other than an Excepted Holder, shall Beneficially Own or Constructively Own Common Shares in excess of the Common Share Ownership Limit and (3) no Excepted Holder shall Beneficially Own or Constructively Own Shares in excess of the Excepted Holder Limit for such Excepted Holder.

  • Expiration of Restrictions and Risk of Forfeiture Unless otherwise provided in Section 7 below, the restrictions on the Restricted Stock Units granted pursuant to this Agreement, including the Forfeiture Restrictions, will expire on September 30, 2014, and shares of Stock that are nonforfeitable and transferable will be issued to you in payment of your vested Restricted Stock Units as set forth in Section 5, provided that you remain in the continuous employ of, or a service provider to, the Company or its Subsidiaries until September 30, 2014.

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