Treatment of Unvested Restricted Shares Sample Clauses

Treatment of Unvested Restricted Shares. As of the Effective Time, each Unvested Restricted Share outstanding immediately prior to the Effective Time shall become fully vested and, subject to Section 3.5, be converted into the right to receive an amount in cash equal to the Merger Consideration, less any required withholding Taxes and without interest (the “Restricted Share Payment”). Prior to the Effective Time, the Company shall take the actions necessary to effectuate this Section 3.3
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Treatment of Unvested Restricted Shares. The parties acknowledge and agree that at the Effective Time, each Unvested Restricted Share shall become fully vested and shall be treated in the same manner as other shares of Common Stock under Section 3.1.
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Treatment of Unvested Restricted Shares. Immediately prior to the Effective Time, any right of repurchase or risk of forfeiture or other condition under any award agreement for restricted shares will lapse and any vesting thereon will fully accelerate. In addition, pursuant to the award agreements governing the 21 Table of Contents outstanding restricted shares, all such restricted shares will vest at the Acceptance Time. As a result, holders of such vested Shares could tender their Shares in a subsequent offering period (if applicable).
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Treatment of Unvested Restricted Shares. As of the Acceptance Time, each Unvested Restricted Share outstanding immediately prior to the Acceptance Time shall be canceled by virtue of the completion of the Offer and without any action on the part of the holder of the Unvested Restricted Share in consideration for the right at the Acceptance Time to receive, as promptly as reasonably practicable following the Acceptance Time, a cash payment with respect thereto equal to the Offer Price, less any required withholding Taxes (the “Unvested Restricted Share Payment” and the sum of all such payments, the “Total Unvested Restricted Share Payments”). As of the Acceptance Time, all Unvested Restricted Shares shall no longer be outstanding and shall automatically cease to exist, and each holder of Unvested Restricted Shares shall cease to have any rights with respect thereto, except the right to receive the Unvested Restricted Share Payment.
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Related to Treatment of Unvested Restricted Shares

  • Treatment of Restricted Stock Subject to Article III, Section C of the Plan and Section 13(b), in the event of a Change in Control, in the Company’s discretion, (i) the unvested shares of Restricted Stock may be continued (if the Company is the surviving entity); (ii) the unvested shares of Restricted Stock may be assumed by the successor entity or parent thereof; (iii) the successor entity or parent thereof may substitute for the shares of unvested Restricted Stock a similar stock award with substantially similar terms; (iv) an appropriate substitution of cash or other securities or property may be made for the unvested shares of Restricted Stock based on the Fair Market Value of the Shares issuable upon vesting of the Restricted Stock at the time of the Change in Control; and/or (v) vesting of the unvested Restricted Stock may be accelerated upon the Change in Control.

  • Termination of Restrictions Except as set forth in Section 9.3 hereof, the restrictions imposed by this Section 9 upon the transferability of Restricted Securities shall cease and terminate as to any particular Restricted Securities: (a) which shall have been effectively registered under the Securities Act, or (b) when, in the opinions of both counsel for the holder thereof and counsel for the Company, such restrictions are no longer required in order to insure compliance with the Securities Act or Section 10 hereof. Whenever such restrictions shall cease and terminate as to any Restricted Securities, the Holder thereof shall be entitled to receive from the Company, without expense (other than applicable transfer taxes, if any), new securities of like tenor not bearing the applicable legends required by Section 9.1 hereof.

  • List of Restricted Securities Owners From time to time, the Company shall provide to the Depositary a list setting forth, to the actual knowledge of the Company, those persons or entities who beneficially own Restricted Securities and the Company shall update that list on a regular basis. The Company agrees to advise in writing each of the persons or entities so listed that such Restricted Securities are ineligible for deposit hereunder. The Depositary may rely on such a list or update but shall not be liable for any action or omission made in reliance thereon.

  • Company Restricted Shares At the Effective Time, each share of Company Stock subject to vesting, repurchase or other restrictions pursuant to the Company Stock Plan (a “Company Restricted Share”) that is outstanding immediately prior to the Effective Time shall vest in full and become free of restrictions and any repurchase rights shall lapse, and the holder thereof shall be entitled to receive only the Merger Consideration with respect to each such Company Restricted Share in accordance with Section 2.05(b).

  • Restrictions on Transfer of Restricted Shares The Restricted Shares subject to this grant may not be assigned, exchanged, pledged, sold, transferred or otherwise disposed of by Grantee, except to the Company, until the Restricted Shares have become nonforfeitable in accordance with Sections 3, 4 and 5 hereof. The Grantee’s rights with respect to such purported transfer in violation of the provisions of this Section 2 of this Agreement shall be null and void, and the purported transferee shall obtain no rights with respect to such Restricted Shares.

  • Non-Transferability of Restricted Stock The Restricted Stock and this Restricted Stock Agreement shall not be transferable.

  • Grant of Restricted Shares (a) The Company hereby grants to the Grantee an award (the “Award”) of shares of Common Stock of the Company (the “Shares” or the “Restricted Shares”) on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan.

  • Release of Restrictions Upon vesting of any portion of the shares of Restricted Stock and satisfaction of any other conditions required by the Plan or pursuant to this Restricted Stock Agreement, the Company shall promptly either issue a stock certificate, without such restricted legend, for any shares of the Restricted Stock that have vested, or, if the shares are held in book entry form, the Company shall remove the notations on the book form for any shares of the Restricted Stock that have vested.

  • 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.

  • Vesting of Restricted Shares The Restricted Shares are subject to forfeiture to the Company until they become nonforfeitable 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.

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