Shares Subject to Risk of Forfeiture Sample Clauses

Shares Subject to Risk of Forfeiture. NTX has agreed to receive compensation in the form of Shares ("Compensation Shares") of CLIENT because NTX believes in the future prospects of CLIENT and because NTX believes that its services will contribute to the growth and value of CLIENT. CLIENT is willing to issue the number of Compensation Shares to affiliates of NTX because CLIENT has confidence that NTX will provide valuable services to CLIENT. As a means enhancing the prospect that CLIENT will receive value from the services of NTX, NTX and CLIENT agree that the Compensation Shares issued to NTX pursuant to this Agreement shall be subject to forfeiture if the services rendered to CLIENT by NTX do not produce value to CLIENT. NTX and CLIENT have examined the appropriate objective criteria for determining whether value has been rendered by NTX to CLIENT. Accordingly, CLIENT and NTX agree that the Compensation Shares issued by CLIENT to affiliates of NTX shall be cancelled and returned to CLIENT if, prior to October 31, 2005 ("Forfeiture Date"), CLIENT has not achieved at least one of the following benchmarks:
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Shares Subject to Risk of Forfeiture. NTX has agreed to receive compensation in the form of Shares ("Compensation Shares") of CLIENT because NTX believes in the future prospects of CLIENT and because NTX believes that its services will contribute to the growth and value of CLIENT. CLIENT is willing to issue the number of Compensation Shares to affiliates of NTX because CLIENT has confidence that NTX will provide valuable services to CLIENT. As a means enhancing the prospect that CLIENT will receive value from the services of NTX, NTX and CLIENT agree that the Compensation Shares issued to NTX pursuant to this Agreement shall be subject to forfeiture if the services rendered to CLIENT by NTX do not produce value to CLIENT. NTX and CLIENT have examined the appropriate objective criteria for determining whether value has been rendered by NTX to CLIENT. Accordingly, CLIENT and NTX agree that the Compensation Shares issued by CLIENT to affiliates of NTX shall be cancelled and returned to CLIENT if, prior to October 31, 2005 ("Forfeiture Date"), CLIENT has not achieved at least one of the following benchmarks: Gross revenues of CLIENT for a calendar month shall have reached at least $25,000,000. EBITDA of CLIENT for a calendar month shall have reached at least $2,500,000. Total market capitalization of CLIENT, measured as the current stock price (or if there is no stock price, then the value determined on a going concern basis) on a particular date multiplied by the number of outstanding securities of CLIENT on a fully diluted basis, including all classes of shares and all classes of debt securities, including convertible debt securities, shall average $50,000,000 for a period of 30 consecutive days. If these benchmarks have not been satisfied by the Forfeiture Date, then all remaining Compensation Shares held in escrow shall be returned to CLIENT. To facilitate the parties' agreement in this section 3.4, the Compensation Shares shall be held in escrow by an escrow holder mutually selected by NTX and CLIENT. NTX and CLIENT shall agree to such reasonable terms as the escrow holder shall request in an escrow agreement appointing the escrow holder. Notwithstanding the foregoing, such number of Compensation Shares as NTX may reasonably request shall be released from escrow for transfer to unrelated third parties who perform services for CLIENT pursuant to subcontracts with NTX, provided that the transfer of Compensation Shares to such unrelated third parties shall not be a device for transferring the Co...
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Related to Shares Subject to Risk of Forfeiture

  • Restricted Stock Subject to Plan This Agreement is subject to the Plan as approved by the Company’s shareholders. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

  • Shares Subject to Award The Award consists of 25,000 shares (the “Shares”) of common stock of the Company (“Stock”). The undersigned’s rights to the Shares are subject to the restrictions described in this Agreement and the Plan (which is incorporated herein by reference with the same effect as if set forth herein in full) in addition to such other restrictions, if any, as may be imposed by law.

  • Stock Subject to Plan The Option and the Option Shares granted and issued pursuant to this Agreement have been granted and issued under, and are subject to the terms of, the Plan. The terms of the Plan are incorporated by reference in this Agreement in their entirety, and the Optionee, by execution of this Agreement, acknowledges having received a copy of the Plan. The provisions of this Agreement will be interpreted as to be consistent with the Plan, and any ambiguities in this Agreement will be interpreted by reference to the Plan. In the event that any provision of this Agreement is inconsistent with the terms of the Plan, the terms of the Plan will prevail.

  • RSUs Subject to Plan By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. All RSUs are subject to the Plan. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

  • Award Subject to Plan By entering into this Award Agreement the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. The Award is subject to the Plan. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.

  • Restricted Stock Units Subject to Plan This Agreement is subject to the Plan as approved by the Company’s shareholders. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

  • Options Subject to Plan This Agreement is subject to the Plan as approved by the Company’s shareholders. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

  • Grant Subject to Plan Provisions This grant is made pursuant to the Plan, the terms of which are incorporated herein by reference, and in all respects shall be interpreted in accordance with the Plan. The grant and exercise of the Option are subject to interpretations, regulations and determinations concerning the Plan established from time to time by the Board in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (a) rights and obligations with respect to withholding taxes, (b) the registration, qualification or listing of the Shares, (c) changes in capitalization of the Company and (d) other requirements of applicable law. The Board shall have the authority to interpret and construe the Option pursuant to the terms of the Plan, and its decisions shall be conclusive as to any questions arising hereunder.

  • Option Subject to Plan By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. The Option is subject to the Plan. The terms and provisions of the Plan, as it may be amended from time to time, are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

  • Shares Subject to the Plan Subject to the provisions of Section 13 of the Plan, the maximum number of Shares that the Company may issue for all Awards is 1,453,334 Shares, provided that the Company shall not make additional awards under the Commonwealth Energy Corporation 1999 Equity Incentive Plan, as amended and assumed by Commerce Energy Group, Inc. For all Awards, the Shares issued pursuant to the Plan may be authorized but unissued Shares, or Shares that the Company has reacquired or otherwise holds in treasury. Shares that are subject to an Award that for any reason expires, is forfeited, is cancelled, or becomes unexercisable, and Shares that are for any other reason not paid or delivered under the Plan shall again, except to the extent prohibited by Applicable Law, be available for subsequent Awards under the Plan. In addition, the Committee may make future Awards with respect to Shares that the Company retains from otherwise delivering pursuant to an Award either (i) as payment of the exercise price of an Award, or (ii) in order to satisfy the withholding or employment taxes due upon the grant, exercise, vesting or distribution of an Award. Notwithstanding the foregoing, but subject to adjustments pursuant to Section 13 below, the number of Shares that are available for ISO Awards shall be determined, to the extent required under applicable tax laws, by reducing the number of Shares designated in the preceding paragraph by the number of Shares granted pursuant to Awards (whether or not Shares are issued pursuant to such Awards), provided that any Shares that are either issued or purchased under the Plan and forfeited back to the Plan, or surrendered in payment of the Exercise Price for an Award shall be available for issuance pursuant to future ISO Awards.

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