Terms and Conditions of the Restricted Shares Sample Clauses

Terms and Conditions of the Restricted Shares. (a) During the term of his employment by the Company or its subsidiary Southern Community Bank (the "Subsidiary"), Executive shall be the owner and holder of record of such number of the Restricted Shares as shall have become vested in accordance with the Vesting Schedule and shall be entitled to receive all dividends and other distributions payable with respect to such Restricted Shares, but he shall not transfer any of the Restricted Shares, and such shares shall not be transferrable on the books and records of the Company. The certificate or certificates evidencing such shares shall bear a legend referring to the restrictions contained in this Agreement. (b) Notwithstanding the foregoing and notwithstanding the Vesting Schedule, in the event that a majority of the outstanding shares of the Company's Stock are acquired in a merger or other transaction requiring prior approval under the Bank Holding Company Act of 1956, as amended (the "BHCA"), the maximum aggregate number of shares of the Stock that may be granted to Executive hereunder shall be granted immediately and shall be fully vested, and Executive shall have the right to transfer such shares to the resulting Company or other acquirer, and he shall be entitled to receive the same consideration for the Stock so transferred as is paid to other shareholders of the Company for their shares of the Stock. (c) If Executive's employment by the Company is terminated prior to January 1, 2011 other than "for cause" as defined below, all of the shares of the Stock granted to Executive prior to the date of such termination pursuant the Vesting Schedule shall be immediately and fully vested and shall be transferrable by Executive without restriction. (d) If Executive's employment is terminated by the Board of Directors of the Company for cause, Executive shall forfeit all rights to the Stock except for the Restricted Shares which are vested pursuant to the Vesting Schedule as of the date of such termination. (e) For purposes of this Section, a termination of employment or dismissal "for cause" means termination of employment resulting from Executive's willful violation of law or any rule, regulation or order issued by, or any agreement with, any regulatory agency having jurisdiction over the Company or the Subsidiary; any conduct or practice on the part of Executive which is determined by any regulatory agency having jurisdiction over the Company or the Subsidiary to constitute an unsafe or unsound practice; an...
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Terms and Conditions of the Restricted Shares 
Sample 1

Related to Terms and Conditions of the Restricted Shares

  • Terms and Conditions of Options The Options evidenced hereby are subject to the following terms and conditions:

  • Terms and Conditions of the Offer Provided that this Agreement shall not have been terminated pursuant to Article X and that none of the events or circumstances set forth in clauses (C)(1) or (C)(4) of Annex A shall have occurred and be existing (and shall not have been waived by Parent), as promptly as practicable after the date hereof (but in no event more than ten Business Days thereafter), Acquisition Sub shall (and Parent shall cause Acquisition Sub to) commence (within the meaning of Rule 14d-2 promulgated under the Exchange Act) the Offer to purchase any and all of the Company Shares at a price per Company Share, subject to the terms of Section 2.1(c), equal to the Offer Price, provided that Parent and Acquisition Sub shall not be required to commence, or cause to be commenced, the Offer prior to the date on which the Company is prepared to file the Schedule 14D-9. The Offer shall be made by means of an offer to purchase all outstanding Company Shares (the “Offer to Purchase”) that is disseminated to all of the Company Stockholders and contains the terms and conditions set forth in this Agreement and in Annex A. Each of Parent and Acquisition Sub shall use its reasonable best efforts to consummate the Offer, subject to the terms and conditions hereof and thereof. The Offer shall be subject only to: (i) the condition (the “Minimum Condition”) that, prior to the expiration of the Offer, there be validly tendered and not withdrawn in accordance with the terms of the Offer a number of Company Shares that, together with the Company Shares then owned by Parent and Acquisition Sub (if any), represents at least a majority of all then outstanding Company Shares on a fully diluted basis, assuming the issuance of all Company Shares that may be issued upon the vesting, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities and similar rights that are then, or then scheduled to become, exercisable within ninety (90) days following the then scheduled expiration of the Offer in accordance with the terms and conditions thereof (other than the Top-Up Option); and (ii) the other conditions set forth in Annex A.

  • Terms and Conditions of Award The grant of Restricted Stock Units provided in Section 1(a) shall be subject to the following terms, conditions and restrictions:

  • TERMS AND CONDITIONS OF OFFER This is an offer to purchase the Property in accordance with the above-stated terms and conditions of this Agreement. If at least one, but not all, of the Parties initial such pages, a counteroffer is required until an agreement is reached. The Seller has the right to continue to offer the Property for sale and to accept any other offer at any time prior to notification of acceptance. If this offer is accepted and the Buyer subsequently defaults, the Buyer may be responsible for payment of licensed real estate agent(s) compensation. This Agreement and any supplement, addendum, or modification, including any copy, may be signed in two or more counterparts, all of which shall constitute one and the same writing.

  • Additional Terms and Conditions of Award NONTRANSFERABILITY OF SHARES. Prior to the date on which Shares subject to this Award vest pursuant to Section 3 hereof, such Shares may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. Any such attempted sale, transfer, assignment, pledge, hypothecation or encumbrance, or other disposition of such Shares shall be null and void.

  • Terms and Conditions of Use NASCAR shall have the right to use and sublicense PROMOTER’s Marks in connection with publicity, promotion or advertising of the Event and the NASCAR Sprint Cup Series, and the exploitation of Live Broadcast Rights and Ancillary Rights, provided, however, that NASCAR shall not, without the prior written consent of PROMOTER, use or sublicense the use of PROMOTER’s Marks on the branding of any retail package product, unless otherwise expressly permitted in this Agreement.

  • TERMS AND CONDITIONS OF THE NOTES The Notes shall be governed by all the terms and conditions of the Indenture, as supplemented by this First Supplemental Indenture. In particular, the following provisions shall be terms of the Notes:

  • General Terms and Conditions of the Notes Section 201.

  • TERMS AND CONDITIONS OF SERVICE 3.1. Based on the received Letter of Application with a manuscript of a scientific and/or other text from the author (the Customer), the Contractor accepts the texts intended for publication in a printed mass media for editing on a paid basis. 3.2. The author (the Customer) who applies to the editorial office for the purpose of editing its scientific and/or other texts shall be obliged as follows: • Transfer its manuscript to the editorial board by sending the same to the official email address of the editorial board. • Based on the confirmation of a positive review and the invoice sent by the editorial board for payment for editing, prepress, electronic layout, publication on the journal's website, and archiving scientific and/or other texts, pay the cost of services within three (3) calendar days from the date of receipt of the invoice for payment for services. • At the request of the editorial board, provide information and perform any actions necessary and sufficient from the standpoint of the editorial board to perform the order. 3.3. The editorial board undertakes to render the services within 3 (three) months from the date of acceptance of the terms and conditions hereof and the Customer's payment for services hereunder. In exceptional cases, the term of performance of the terms and conditions hereof may be agreed with the author (the Customer) individually. 3.4. Services shall be considered rendered, and the terms and conditions hereof shall be considered performed at the time of the editor-in-chief's approval of the layout-original issue wherein the scientific and/or other text of the Customer is subject to publication.

  • Terms and Conditions of Sale This Price List supersedes all previous price lists.

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