The Restricted Shares Sample Clauses

The Restricted Shares. (a) Subject to the terms and conditions of the Plan and the additional terms and conditions set forth in this Agreement, the Company hereby grants to the Participant a Restricted Stock Award consisting of a number of shares of Common Stock (the “Shares” and such Shares subject to the vesting and other restrictions contained in this Agreement, the “Restricted Shares”) set forth on the Signature Page. The Restricted Shares shall vest and become nonforfeitable in accordance with Section 2 hereof.
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The Restricted Shares. (a) Subject to the terms and conditions of the Plan and the additional terms and conditions set forth in this Agreement, effective as of the Date of Grant specified on the Signature Page attached hereto, the Company hereby grants to the Participant an Award consisting of the number of shares of Restricted Stock (the “Restricted Shares”) set forth on the Signature Page attached hereto.
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The Restricted Shares. (a) Subject to the terms and conditions of the Plan and the additional terms and conditions set forth in this Agreement and effective upon the occurrence of the Transaction, the Company and Change caused the Unvested Change Options to be canceled and the Participant received, in exchange for such cancelation, the number of unvested 2.5x Exit-Vesting Shares specified on the signature page hereto (the “Restricted Shares”) and the number of 3.0x Exit Vesting Shares specified on the signature page of the 3.0x Agreement.
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The Restricted Shares. (a) Employee shall not be required to pay for the Restricted Shares, except to the extent set forth in paragraph 5 hereof. The Company agrees to pay any original issue or transfer taxes incurred as a result of the award of the Restricted Shares. (b) Except as otherwise provided herein, Employee shall have all of the rights of a shareowner with respect to the Restricted Shares (including the right to vote the Restricted Shares and the right to receive dividends with respect to the Restricted Shares), provided, however, that any cash dividends with respect to unvested Restricted Shares shall be automatically deferred and reinvested in additional Restricted Shares. (c) All certificates representing the Restricted Shares shall have endorsed thereon the following legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A RESTRICTED STOCK AWARD AGREEMENT DATED AS OF , BETWEEN THE COMPANY AND THE REGISTERED HOLDER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. ANY TRANSFER OR PURPORTED TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IN VIOLATION OF SUCH RESTRICTED STOCK AWARD AGREEMENT SHALL BE NULL AND VOID.” (d) The Restrictions (as defined herein) on Employee’s Restricted Shares shall lapse on the date on which Employee becomes vested in the Restricted Shares pursuant to Section 3 of this Agreement; provided, however, that if Employee is subject to Share Retention Guidelines (as defined herein), the Restrictions shall not lapse until Employee both has become vested in the Restricted Shares and one of the following events has occurred: (i) Employee has satisfied the Share Retention Guidelines; (ii) Employee has a Termination of Employment (as defined herein); or (iii) Employee has an Unforeseeable Emergency (as defined herein) which cannot be satisfied from other resources reasonably available to Employee; provided, however, that in the event of an Unforeseeable Emergency, the Restrictions shall lapse only with respect to that number (rounded up to the nearest whole share) of Restricted Shares that Employee needs to satisfy such Unforeseeable Emergency. The Committee (as defined herein) shall have the discretion to determine whether the Restrictions have lapsed. Any such determination shall be final and binding on the Company and Employee and shall not be subject to contest or challenge. (e) After the Restrictions have lapsed, Employee may request the removal of the above described lege...
Sample 1
The Restricted Shares. (a) On January 2, 2004, and in consideration of services to be performed by the Executive hereunder, the Company will grant to the Executive, subject to the provisions of this Section 9, 175,000 shares (the “Initial Restricted Shares”) of the Company’s Common Stock. In addition, on each of January 2, 2005, January 2, 2006 and January 2, 2007, the Company shall grant to the Executive an additional 25,000 shares of Common Stock (the “Additional Restricted Shares” and, together with the Initial Restricted Shares, the “Restricted Shares”). (b) During the Restriction Period (as defined below) relating to any Restricted Shares, such Restricted Shares may not be sold, assigned, transferred, pledged or otherwise encumbered by the Executive. Except as provided in this Section 9, the Executive, as the owner of Restricted Shares, shall have all the rights of a holder of Common Stock, including but not limited to the right to receive all cash dividends or distributions paid on and the right to vote such Restricted Shares until such date as such Restricted Shares shall have been forfeited pursuant to Section 9(g). (c) The restrictions contained in this Section 9 on the rights of the Executive to sell, assign, transfer or encumber the Restricted Shares and on his ability to hold the certificates representing the Restricted Shares pursuant to Section 9(d) shall expire as follows: (i) the restrictions on 29,167 (29,166 in the case of January 2, 2005 and January 2, 2006) Initial Restricted Shares shall expire on each of January 2, 2005, January 2, 2006, January 2, 2007, January 2, 2008, January 2, 2009 and January 2, 2010, if the Executive is employed by the Company or any Subsidiary on such date, except as otherwise provided in Section 10 hereof. Notwithstanding the foregoing, if either (x) EBITDA for any fiscal year during the Term shall exceed 105% of EBITDA for the immediately preceding year or (y) the Committee so determined in its discretion based on non-EBITDA related performance of the Executive in such fiscal year, the Restriction Period (as defined below) with respect to an additional 29,167 Initial Restricted Shares shall expire either on (x) the date the independent public accountants of the Company deliver to the Committee the certificate referred to in Section 5(b) hereof or (y) the date the Committee makes such determination. In that event, the additional Initial Restricted Shares as to which the Restriction Period shall expire pursuant to the foregoing sent...
Sample 1
The Restricted Shares. 3.1.1 The fixed purchase price for the Shares shall be the Restricted Shares. 3.1.2 A document issued by Boston Equiserve L.P., the Purchaser's transfer agent, shall be delivered by the Purchaser, such document evidencing that the Restricted Shares have been issued in book entry form in the names of the respective Seller before 11.59 p.m. Swedish time on the Closing Date. 3.1.3 From and after the Closing Date and until such time as the Restricted Shares become vested in accordance with the "Vesting Schedule" set forth in SCHEDULE 3.1.3, none of the Restricted Shares issued at Closing to the Sellers shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of or encumbered ("Transfer"), whether voluntarily or by operation of law. Any attempted disposition of Restricted Shares not in accordance with the terms and conditions of this Section 3.1.3 shall be null and void, and Purchaser shall not reflect on its records any change in record ownership of any Restricted Shares as a result of any such Transfer, shall otherwise refuse to recognise any such Transfer and shall not in any way give effect to any such Transfer of any Restricted Shares. Subject to the foregoing general provisions, Restricted Shares may be transferred pursuant to Section 3.1.5. Certificates representing any unvested Restricted Shares shall bear appropriate legends to the effect that such shares are subject to restrictions on transfer as stated herein. 3.1.4 In case any of the Principals should terminate his employment with the Company or the Company should terminate the employment of any of the Principals for cause, excluding termination for lack of work (Sw arbetsbrist) in accordance with the Employment Protection Act - lag (1982:80) om anstallningsskydd - (a "Termination Event"), the unvested Restricted Shares held or controlled by such departing Principal shall be subject to a right of Repurchase (as defined below). Upon the occurrence of a Termination Event of the Principal, the Purchaser or its assigns shall have the right and option to repurchase all or any portion of the unvested Restricted Shares held by the Principal or any Permitted Transferee (as defined in Section 3.1.5) as of the date of such Termination Event as provided below. The per share purchase price (the "Repurchase Price") of the unvested Restricted Shares subject to the Repurchase shall be the Closing Stock Price (subject to adjustment for stock splits, stock dividends, st...
Sample 1
The Restricted Shares. Upon delivery to the Recipient of the certificates representing the Restricted Shares for the issuance, sale, transfer, assignment, conveyance and delivery to the Recipient, (i) the Recipient will become the sole record owner of all of the Restricted Shares and good and marketable title to all of the Restricted Shares will pass to the Recipient, free and clear of any liens, claims, encumbrances, security interests, options, charges, preemptive rights and transfer restrictions of any kind, except for those created by this Agreement, and (ii) all of the Restricted Shares will be duly authorized, validly issued, fully paid and nonassessable.
Sample 1
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The Restricted Shares 
Sample 1

Related to The Restricted Shares

  • Issuance of Restricted Shares The Restricted Shares shall be issued upon acceptance hereof by Employee and upon satisfaction of the conditions of this Agreement.

  • Restricted Shares Employee hereby accepts the Restricted Shares when issued and agrees with respect thereto as follows:

  • Vesting of Restricted Shares The Restricted Shares are subject to forfeiture to the Company until they become vested and non-forfeitable in accordance with this Section 2. While subject to forfeiture, the Restricted Shares may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law, except to (i) an immediate family member or (ii) a trust or other estate-planning vehicle (collectively, the “Permitted Transferees”), so long as any such Permitted Transferee, as a condition to such transfer, agrees in writing to be bound by the terms of this Agreement with respect to the Restricted Shares. (a) 100% of the Restricted Shares subject hereto shall become vested and non-forfeitable on the third anniversary of the Effective Date, provided the Grantee remains in continuous service with the Company through such date. (b) Upon cessation of the Service Relationship (hereinafter defined), any Restricted Shares which then remain forfeitable (determined after application of Section 2(c), below) will immediately and automatically, without any action on the part of the Company, be forfeited, and the Grantee will have no further rights with respect to those shares. (c) If the Service Relationship (as defined below) terminates due to the Grantee’s death, or if a Change in Control (as defined below) occurs during the Service Relationship, any otherwise unvested Restricted Shares will then become vested and non-forfeitable. Similarly, if the Service Relationship ceases due to a termination by the Company without “Cause”, due to the Grantee’s “Disability” or due to a resignation by the Grantee with “Good Reason” (each as defined in that certain Employment Agreement between the Grantee and the Company dated on or about the closing date of the Transaction (the “Employment Agreement”)), and the Grantee executes a release of claims in the form and manner described in Section 7(c)(iii) of the Employment Agreement within the timeframe established in the Employment Agreement, any otherwise unvested Restricted Shares will become vested and non-forfeitable when such release becomes irrevocable. (d) For purposes of this Agreement, “Service Relationship” means the Grantee’s employment or service with the Company or its parent or any subsidiary or Affiliate, whether in the capacity of an employee, director or a consultant. Unless otherwise determined by the Board, the Grantee’s Service Relationship shall not be deemed to have terminated merely because of a change in the capacity in which the Grantee renders service to the Company or a transfer between locations of the Company, its parent or any subsidiary or Affiliate or a transfer between the Company, its parent, or any subsidiary or Affiliate, provided that there is no interruption or other termination of the Service Relationship. Subject to the foregoing and the following sentence, the Company, in its discretion, shall determine whether the Grantee’s Service Relationship has terminated and the effective date of such termination. The following events shall not be deemed a termination of the Service Relationship:

  • Grant of Restricted Shares Effective as of the Grant Date, the Company shall cause to be issued in the Executive’s name the following Shares as Restricted Shares: shares of the Company’s common stock, $.01 par value. The Company shall cause certificates evidencing the Restricted Shares, and any shares of Stock or rights to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction (the “Retained Distributions”), to be issued in the Executive’s name. During the Period of Restriction such certificates shall bear a restrictive legend to the effect that ownership of such Restricted Shares (and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive shall have the right to vote the Restricted Shares awarded to the Executive and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions), and to exercise all other rights, powers and privileges of a holder of Shares, with respect to such Restricted Shares, with the exception that (a) the Executive shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance the certificates shall be delivered to such depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of Shares set forth in this Agreement the Executive accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreement.

  • Restricted Share Units Restricted Share Units means Restricted Share Units granted to Participant under the Plan subject to such terms and conditions as the Committee may determine at the time of issuance.

  • Company Restricted Stock “Company Restricted Stock” shall mean shares of Company Common Stock, whether granted by the Company pursuant to a Company Equity Plan, assumed by the Company in connection with any merger, acquisition or similar transaction or otherwise issued or granted, that are subject to a Contract pursuant to which the Company has the right to repurchase, redeem or otherwise reacquire such shares of Company Common Stock, including by forfeiture.

  • Forfeiture of Restricted Shares Subject to Section 4(b), if your Service to the Company or any Affiliate terminates before all of the Restricted Shares have vested, or if you attempt to transfer Restricted Shares in a manner contrary to the transfer restrictions, you will immediately forfeit all unvested Restricted Shares. Any Restricted Shares that are forfeited shall be returned to the Company for cancellation.

  • Grant of Restricted Share Units Subject to all of the terms and conditions of this Award Agreement and the Plan, the Company hereby grants to the Participant [ ] Class A restricted share units (the “RSUs”).

  • Award of Restricted Shares The Committee hereby awards to the Awardee [insert # of shares] Restricted Shares. All such Restricted Shares shall be subject to the restrictions and forfeiture provisions contained in Sections 4, 5 and 6, such restrictions and forfeiture provisions to become effective immediately upon execution of this Agreement by the parties hereto.

  • Vesting of Restricted Stock The restrictions and conditions in Paragraph 2 of this Agreement shall lapse on the Vesting Date or Dates specified in the following schedule. If a series of Vesting Dates is specified, then the restrictions and conditions in Paragraph 2 shall lapse only with respect to the number of shares of Restricted Stock specified as vested on such date.

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