Transfer of Vested Shares. Stock certificates (or appropriate evidence of ownership) representing the unrestricted Shares will be delivered to the Participant (or to a party designated by the Participant) as soon as practicable after (but in no event later than 60 days after) the Vesting Date or event set forth in Sections 4 or 5; provided, however, if the Participant has properly elected to defer delivery of the Shares pursuant to a plan or program of the Company, the Shares shall be issued and delivered as provided in such plan or program.
Transfer of Vested Shares. If the Section 457A Deliver Date occurs on or after the beginning of the Performance Period, on the 457A Delivery Date, the Participant shall receive a number shares of Stock determined by multiplying (i) the number of Covered Units (which have not previously been forfeited) by (ii) the Performance Percentage determined pursuant to Section 3 as if the Performance Period ended on the later to occur of the 457A Delivery Date and December 1, 2018 (with such percentage converted to a number by dividing such percentage by 100); provided, however, that (A) if the Participant’s Date of Termination occurred on or prior to the 457A Delivery Date due to death, Disability or a Qualifying Termination, then the product of clauses (i) and (ii) shall additionally be multiplied by the Pro-Rata Fraction or (B) if the Participant’s Date of Termination occurred on or prior to the 457A Delivery Date due to Retirement, then the product of clauses (i) and (ii) shall additionally be multiplied by the Retirement Percentage (with such percentage converted to a number by dividing such percentage by 100). Shares of stock received by a Participant pursuant to this Section A-1 shall be free of restrictions otherwise imposed by this Agreement and the Plan; provided, however that the shares of Stock shall remain subject to the terms of this Agreement expressly applicable after such Delivery Date (including, without limitation, Section 13); provided, further, however, that the Participant agrees that such shares of Stock cannot be sold or transferred by the Participant at any time prior to the Delivery Date.
Transfer of Vested Shares. The holders of Vested Shares shall not Transfer any interest in any Vested Shares, except pursuant to (i) an Approved Sale, (ii) applicable laws of descent and distribution or to such Person's legal guardian in the case of any mental incapacity or among such Person's Family Group, or (iii) a Public Sale. The restrictions set forth in this Section 4(b) will continue with respect to each Vested Share until the earlier of (i) the date on which such Vested Shares have been transferred in a Public Sale permitted by this Section 4(b), or (ii) the consummation of an Approved Sale.
Transfer of Vested Shares. Stock certificates (or appropriate evidence of ownership including certificateless book-entry issuance) for Shares representing vested RSUs, if any (less any Shares representing vested RSUs that were previously delivered to Participant), will be delivered to Participant (or, if permitted by the Company in its sole discretion, to a party designated by Participant) on or as soon as practicable after (but no later than 30 days after) each Vesting Date, the date of a Change in Control, and the date of Participant’s termination of employment (subject, as applicable, to delay under Section 20). Any Shares issued to Participant will not be subject to any restrictions under this Agreement but may be subject to certain restrictions under applicable securities laws.
Transfer of Vested Shares. On the 457A Delivery Date, the Participant shall receive a number shares of Stock determined by multiplying (i) the number of Covered Units (which have not previously been forfeited) by (ii) the Performance Percentage determined pursuant to Section 3 as if the Performance Period ended on the later to occur of the 457A Delivery Date and December 1, 2014 (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. Shares of stock received by a Participant pursuant to this Section A-1 shall be free of restrictions otherwise imposed by this Agreement and the Plan; provided, however that the shares of Stock shall remain subject to the terms of this Agreement expressly applicable after such Delivery Date (including, without limitation, Section 13).
Transfer of Vested Shares. Following the vesting of the Award, the Participant may dispose of the Shares only in accordance with applicable securities laws and the Company’s policies, including, without limitation, its Xxxxxxx Xxxxxxx Policy.
Transfer of Vested Shares. Stock certificates (or appropriate evidence of ownership) representing the vested Shares, if any, and any vested Shares with respect to related Dividend Equivalent Units, will be delivered to Director (or, if permitted by the Company, to a party designated by Director) as soon as practicable after (but no later than 60 days after) the first to occur of the following payment dates: (a) the Vesting Date, (b) Director’s death, (c) Director’s termination of service as a result of a Disability, (d) Director’s separation from service (as defined in Section 409A), and (e) the date of a Change of Control that also constitutes a change in the ownership or effective control of the company or a change in the ownership of a substantial portion of the assets of the Company as provided under Section 409A, subject, in each case, if applicable, to Section 19; provided, however, if Director has properly elected to defer delivery of the Shares pursuant to a plan or program of the Company, the Shares shall be issued and delivered as provided in such plan or program, but any Shares attributable to related Dividend Equivalent Units shall be delivered to Director as provided above and shall not be subject to deferral.
Transfer of Vested Shares. To the extent that any Shares become vested pursuant to Section 2 or Section 7 of this Award, the restrictions applicable to such Shares shall lapse and a stock certificate for the number of Shares that have become vested shall be delivered as soon as practical to the Grantee, or to the Grantee's beneficiary in the event of the Grantee's death, free of all restrictions imposed by the terms of the Plan, except such restrictions as may be imposed by law. The Company shall not be required to deliver any fractional Share but will pay, in lieu thereof, the fair market value (determined as of the date the restrictions lapse) of such fractional Share to the Grantee or the Grantee's beneficiary or estate, as the case may be. Notwithstanding the foregoing, unless the Shares are covered by a then current registration statement or a Notification under Regulation A under the Act, the Company may require as a condition to the transfer of Share certificates to a Grantee under Subsection 12(d) of the Plan that the Grantee provide the Company with an acknowledgment in form and substance satisfactory to the Company that (a) such Shares are being purchased for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the Act), (b) the Grantee has been advised and understands that (i) the Shares have not been registered under the Act and are "restricted securities" within the meaning of Rule 144 under the Act and are subject to restrictions on transfer and (ii) the Company is under no obligation to register the Shares under the Act or to take any action which would make available to the Grantee any exemption from such registration, (c) such Shares may not be transferred without compliance with all applicable federal and state securities laws, and (d) an appropriate legend referring to the foregoing restrictions on transfer may be endorsed on the certificates. Notwithstanding the foregoing, if the Company determines that the transfer of Share certificates should be delayed pending (A) registration under federal or state securities laws, (B) the receipt of an opinion of counsel satisfactory to the Company that an appropriate exemption from such registration is available, (C) the listing or inclusion of the Shares on any securities exchange or an automated quotation system or (D) the consent or approval of any governmental regulator...
Transfer of Vested Shares. You shall not sell, pledge or otherwise transfer any interest in any Vested Shares except pursuant to a Public Sale or the provisions of paragraph 9 or 13 hereof (“Exempt Transfers”) and except pursuant to the provisions of this paragraph 11. At least 30 days prior to making any transfer other than an Exempt Transfer, you shall deliver a [Name] [Date] written notice (the “Sale Notice”) to the Company and the Shareholders; provided that shares may only be transferred for cash or cash payable in installments over time. The Sale Notice shall disclose in reasonable detail the identity of the prospective transferee(s) and the terms and conditions of the proposed transfer. You agree not to consummate any such transfer until 30 days after the Sale Notice has been delivered to the Company and the Shareholders, unless the parties to the transfer have been finally determined pursuant to this paragraph 11 prior to the expiration of such 30 day period. (The date of the first to occur of such events is referred to herein as the “Authorization Date”).
Transfer of Vested Shares. Executive shall not transfer any Vested Share except in accordance with the Investor Rights Agreement with respect to Executive's other Shareholder Shares (as defined in the Investor Rights Agreement).
