Transfer of Restricted Shares. The Purchaser shall not transfer, assign, encumber or otherwise dispose of any Restricted Shares without the Company's written consent (which consent may be withheld with or without any reason therefor), except as provided in the following sentence. The Purchaser may transfer Restricted Shares to one or more members of the Purchaser's Immediate Family or to a trust or partnership established by the Purchaser for the benefit of the Purchaser and/or one or more members of the Purchaser's Immediate Family, provided in either case that the Transferee agrees in writing on a form prescribed by the Company to be bound by all provisions of this Restricted Stock Agreement. If the Purchaser transfers any Restricted Shares, then this Restricted Stock Agreement shall apply to the Transferee to the same extent as to the Purchaser.
Transfer of Restricted Shares. On the 457A Delivery Date, the Participant shall also receive distribution of shares of Stock that remain subject to the restrictions otherwise imposed by the Plan and this Agreement (including, without limitation, the forfeiture provisions of this Section A-2, the transfer restrictions of Section 9 and the restrictive covenants of Section 13) (such shares of Stock subject to forfeiture and transfer restrictions referred to as the “Restricted Shares”). The number of Restricted Shares to be distributed on the Section 457A Delivery Date shall be determined by multiplying (i) the number of Covered Units (which have not previously been forfeited or cancelled) by (ii) the percentage determined by subtracting the Performance Percentage used for paragraph (a) of Section A-1 above from 200% (with such percentage converted to a number by dividing such percentage by 100); provided, however, that if the Participant’s Date of Termination occurred on or prior to the 457A Delivery Date due to Retirement, death, Disability or a Qualifying Termination, then the product of clauses (i) and (ii) shall additionally be multiplied by the Pro-Rata Fraction. Upon the Performance Determination Date, the number of Restricted Shares which become vested and nonforfeitable and free of all restrictions otherwise imposed by this Agreement (except that the shares of Stock shall remain subject to the terms of this Agreement expressly applicable after the Delivery Date, including, without limitation, Section 13) shall be determined by multiplying (i) the number of Covered Units as used in calculation described in the previous sentence by (ii) the percentage determined by subtracting the Performance Percentage used for paragraph (a) of Section A-1 above from the Performance Percentage determined as of the end of the Performance Period pursuant to Section 3 (as determined by the Committee in writing) (with such percentage converted to a number by dividing such percentage by 100) by (iii), if used in the calculation in the previous sentence, the Pro-Rata Fraction. Restricted Shares which do not become vested shares of Stock pursuant to the previous sentence shall be forfeited as of the Performance Determination Date. Notwithstanding anything herein to the contrary, if the Participant’s Date of Termination occurred on or prior to the 457A Delivery Date due to a Qualifying Termination, the Restricted Shares shall be immediately forfeited if (i) prior to the last day of the Performance Period, t...
Transfer of Restricted Shares. (i) Unvested Restricted Shares cannot be Transferred to any Person or entity or for any purpose without the prior written consent of the Corporation. Any attempt to effect a Transfer of unvested Restricted Shares without such consent shall be null and void.
(ii) To the extent necessary (as determined by the Corporation) to permit resale by the Participant of vested Restricted Shares, the Corporation will use reasonable efforts to register the resale of such Restricted Shares under the Securities Act, so long as the Corporation is permitted to do so on Form S-3 or S-8 or a similar abbreviated form and subject to the terms and conditions set forth in the Plan and such other reasonable or customary terms and conditions as be may be imposed by the Corporation (including those relating to indemnification by the Participant for errors or omissions from information provided by the Participant).
Transfer of Restricted Shares. On the second Anniversary Date, the Shareholder may Transfer up to fifty (50%) percent of their Restricted Shares, and on the third Anniversary Date the Shareholder may Transfer up to the remaining fifty (50%) percent of their Restricted Shares.
Transfer of Restricted Shares. Unvested Restricted Shares cannot be transferred or pledged to any individual or entity or for any purpose without the prior written consent of the Company. Any attempt to effect a transfer or pledge of unvested Restricted Shares without such consent shall be null and void.
Transfer of Restricted Shares. The Company, in its sole discretion, shall credit the Restricted Shares to the Grantee in a book entry on the records kept by the Company’s transfer agent. The Restricted Shares shall be subject to restrictions on transfer until, and to the extent, such Restricted Shares become Vested Shares pursuant to Paragraph 3, 4 or 5 above. To the extent any Restricted Shares fail to become Vested Shares pursuant to Paragraph 3, 4 or 5 above, the Company shall cancel such forfeited Restricted Shares pursuant to the terms of the Plan and this Agreement. The Company shall release the restrictions in the book entry records of its transfer agent once Restricted Shares become Vested Shares. As a further condition to the Company’s obligations under this Agreement, the Company may require the Grantee’s spouse (if any) to execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit B.
Transfer of Restricted Shares. The Stockholder shall not transfer, assign, encumber or otherwise dispose of any Restricted Shares without the Company’s written consent, except as provided in the following sentence. The Stockholder may transfer Restricted Shares to one or more members of McCanne’s Immediate Family or to a trust established by the Stockholder or XxXxxxx for the benefit of XxXxxxx and/or one or more members of McCanne’s Immediate Family, provided in either case that the Transferee agrees in writing on a form prescribed by the Company to be bound by all provisions of this Agreement. If the Stockholder transfers any Restricted Shares, then this Agreement shall apply to the Transferee to the same extent as to the Stockholder.
Transfer of Restricted Shares. (a) The Company will transfer to an account or accounts designated by it in the name of the Participant, the Restricted Shares, provided the Participant has delivered to the Company a fully executed copy of this Agreement.
(b) Except as otherwise specifically provided in this Agreement, Participant shall not sell, assign, transfer or otherwise dispose of, and shall not pledge or hypothecate, any of the Restricted Shares.
Transfer of Restricted Shares. The Founder shall not transfer, assign, encumber or otherwise dispose of any Restricted Shares without the Company’s written consent, except as provided in the following sentence. The Founder may transfer Restricted Shares to one or more members of the Founder’s Immediate Family or to a trust established by the Founder for the benefit of the Founder and/or one or more members of the Founder’s Immediate Family, provided in either case that the Transferee agrees in writing on a form prescribed by the Company to be bound by all provisions of this Agreement. If the Founder transfers any Restricted Shares, then this Agreement shall apply to the Transferee to the same extent as to the Founder.
Transfer of Restricted Shares. The Grantee hereby agrees that upon the exercise of the Option, he shall make no disposition of the Shares acquired (the "Restricted Shares") unless and until:
(a) the Grantee shall have complied with all requirements of this Agreement applicable to the disposition of such Restricted Shares;
(b) the Grantee shall have notified the Company of the proposed disposition and furnished it with a written summary of the terms and conditions of the proposed transfer; and
(c) the Grantee shall have delivered to the Company a written opinion of counsel, in form and substance satisfactory to the Company, that (i) the proposed transfer does not require registration of the Restricted Shares under the Act, or under any applicable state blue sky laws or (ii) all appropriate action necessary for compliance with the Act or any applicable state blue sky laws or if any exemption from registration available under the Act has been taken. The Company may require that any transferee of the Restricted Shares agree, as a condition to such transfer, to an equivalent restriction on resale of the Shares unless the sale to the transferee is part of a registered public offering under the Act, or made in accordance with Rule 144 of the Securities Exchange Act of 1934, as amended. The Company shall not be required (i) to transfer on its books any Restricted Shares which have been sold or transferred in violation of the provisions of this Paragraph 8 or (ii) to treat as the owner of the Restricted Shares, or otherwise to accord voting or dividend rights to, any transferee to whom the Restricted Shares have been so transferred.
