Shares of Company Stock. Shares of stock of the Company received by Executive pursuant to performance based awards granted under the Stock Plan for which recoupment is sought, whether as an award of performance based deferred stock shares, upon the exercise of performance based stock options or otherwise, shall be transferred to the Company by the Executive; provided, however, that in the event the Executive no longer holds such shares, the Executive shall (i) transfer to the Company an equivalent number of other shares of Company stock held by Executive or (ii) if the Executive does not hold other shares of Company stock, pay to the Company an amount in cash equal to the greater of (A) the fair market value of the number of shares of Company stock for which recoupment is sought, as determined by the Committee, or (B) the proceeds received by the Executive upon the disposition of the shares for which recoupment is sought.
Shares of Company Stock. Shares Subject to this Agreement – All Shares held by the Parties to this Agreement. Transfer – Or any tense of the word transfer, whether or not capitalized, when used as a verb in connection with the transfer of Shares, shall include, without limitation, any transfer by sale, gift, pledge, foreclosure, exchange, grant of a security interest, distribution, or conversion, or other form of conveyance, whether voluntarily or by operation of law, during lifetime or at death. In the event any Share is permissibly owned hereunder by a Person other than an individual, and then by operation of law, or through the exercise of any discretionary power, or otherwise, a Share is distributed by that Person to any owner or beneficiary thereof, or if any other Person becomes an owner or beneficiary of that Person, then there shall be deemed to have occurred a Transfer hereunder.
Shares of Company Stock. Schedule 3.3 lists all of the shares of Company Stock held by the Shareholders and all of the Shareholders, including for each holder of Preferred Stock their place of residence. The shares of Company Stock listed on Schedule 3.3 constitute all of the outstanding equity interests in the Company. To the Knowledge of the Company, except as set forth in Schedule 3.3, none of the Shareholders is a party to any option, warrant, purchase right or other contract or commitment (other than this Agreement or the Voting Agreement) that could require the Shareholders to sell, transfer or otherwise dispose of any capital stock of the Company or any of its Subsidiaries. To the Knowledge of the Company and other than the Voting Agreement, none of the Shareholders is a party to any voting trust, proxy or other agreement or understanding with respect to the voting of any capital stock of the Company or any of its Subsidiaries and none of the Company Stock is subject to any Encumbrance.
Shares of Company Stock. Each share of Common Stock outstanding immediately prior to the Effective Time (other than any shares of Common Stock held in the treasury of the Company immediately prior to the Effective Time, which shares shall be cancelled and extinguished without any payment being made in respect thereof, or any Company Dissenting Shares) shall be converted into the right to receive the Per Share Closing Consideration and the Per Share Deferred Consideration. All shares of Common Stock converted pursuant to this Section 2.6.2 shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist after the Effective Time.
Shares of Company Stock. The Shares, by delivering one or more certificates in negotiable form representing the Shares held by each Shareholder indicated on Part 3.1(b) of the Disclosure Schedule. The certificates evidencing the Shares shall be (A) duly endorsed in blank or accompanied by duly executed instruments of transfer duly endorsed in blank; and (B) accompanied by any necessary documentary or stock transfer stamps or Taxes attached and cancelled. At the Effective Time all rights, title and interest in and to the Shares shall immediately vest in the Buyer;
Shares of Company Stock. (1) As of the last day of each Plan Year, there shall be allocated to the ESOP Account of each Participant whole and fractional shares of Company Stock released from the Suspense Account as a result of Employer ESOP contributions attributable to such Plan Year under Section 4.4. The number of shares to be allocated to the ESOP Account of the Participant shall be equal to the total number of shares of Company Stock so released multiplied by the fraction in Paragraph (3).
(2) As of the last day of each Plan Year, a fraction (which shall be the fraction in Paragraph (3)) of the total number of shares and fractional shares of Company Stock contributed to the Trust Fund for such Plan Year, purchased (other than through release from the Suspense Account) with Employer ESOP contributions for such Plan Year, or Employer ESOP contributions forfeited as of the last day of such Plan Year, shall be allocated to the ESOP Account of each Participant.
(3) The fraction in this Paragraph (3) with respect to a Plan Year shall be the following with respect to each Participant. The numerator of the fraction shall equal the Participant’s deferred salary contributions. The denominator of the fraction shall equal the sum of the deferred salary contributions for all Participants.
Shares of Company Stock. You hereby agree, for a period of 120 days following the date hereof (the "LOCK-UP PERIOD"), not to offer to sell, contract to sell or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectively, a "DISPOSITION") any shares of Class A Convertible Common Stock, $.01 par value, of the Company ("COMMON STOCK"), any options or warrants to purchase any shares of Common Stock or any securities convertible into or exchangeable for shares of Common Stock (collectively, "SECURITIES"), now owned or hereafter acquired by you or with respect to which you have or hereafter acquire the power of disposition, other than with the prior written consent of the Company; PROVIDED, HOWEVER, that the Lock-Up Period will terminate upon the consummation of a Change in Control (as defined in the Plan) of the Company. The foregoing restriction is expressly agreed to preclude you from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a Disposition of Securities during the Lock-Up Period even if such Securities would be disposed of by someone other than you. You further agree and consent to the entry of stop transfer instructions with the Company's transfer agent against the transfer of the Securities held by you except in compliance with this Agreement.
Shares of Company Stock distributed pursuant to this Section 8 shall be subject to the conditions and restrictions described in Plan Section 9.
Shares of Company Stock. All of the shares of Company Stock, properly endorsed and transferred to Buyer. The Stockholders will also execute and deliver evidence of termination of any existing stockholders, voting or other similar agreements.
Shares of Company Stock. Parent shall have delivered to Buyer the certificate(s) representing all the shares of Company Stock, duly endorsed and assigned for transfer by Parent, or accompanied by stock powers duly executed by Parent (“Stock Assignment”), and such transfer shall have been accepted by the Company for transfer on its books.
