Unreleased Shares Clause Samples
The 'Unreleased Shares' clause defines the status and treatment of shares that have not yet vested or become fully owned by an individual, typically under a vesting schedule. In practice, this clause outlines what happens to these shares if certain conditions are not met, such as continued employment or achievement of milestones, often resulting in the company retaining the right to repurchase or cancel the unreleased shares. Its core function is to protect the company by ensuring that equity incentives are only fully granted when agreed-upon obligations are fulfilled, thereby aligning interests and managing risk.
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Unreleased Shares. In the event any of the Shares are released from the Forfeiture Restriction, any dividends or other distributions paid on such Shares and held by the Company pursuant to Section 2.4 shall be promptly paid by the Company to Participant. As soon as administratively practicable following the release of any Shares from the Forfeiture Restriction, the Company shall, as applicable, either deliver to Participant the certificate or certificates representing such Shares in the Company’s possession belonging to Participant, or, if the Shares are held in book entry form, then the Company shall remove the notations on the book form. Participant (or the beneficiary or personal representative of Participant in the event of Participant’s death or incapacity, as the case may be) shall deliver to the Company any representations or other documents or assurances as the Company or its representatives deem necessary or advisable in connection with any such delivery.
Unreleased Shares. No Unreleased Shares subject to the Repurchase Option contained in Section 3 of this Agreement, nor any beneficial interest in such Shares, shall be sold, gifted, transferred, encumbered or otherwise disposed of in any way (whether by operation of law or otherwise) by the Purchaser, other than as expressly permitted or required by Section 3.
Unreleased Shares. Any of the Shares which, from time to time, have not yet been released from the Company’s Repurchase Option are referred to herein as “Unreleased Shares.”
Unreleased Shares. Any of the Shares which, from time to time, have not yet been released from the Forfeiture Restriction are referred to herein as "Unreleased Shares.”
Unreleased Shares. Notwithstanding anything to the contrary in this Agreement (including Section 6 hereof), Unreleased Shares subject to the Repurchase Option contained in Sections of this Agreement, nor any beneficial interest in such Shares, shall be sold, gifted, transferred, encumbered or otherwise disposed of in any way (whether by operation of law or otherwise) by the Purchaser.
Unreleased Shares. The Consultant hereby agrees that if this Agreement is terminated, any Shares issued, but not yet released in accordance with the provisions of Section 4.1 of this Agreement, shall remain in the possession of the Company and shall be cancelled (the “Abandoned Shares”). The Consultant shall abandon any further rights to the Abandoned Shares.
Unreleased Shares. Except for the escrow described in Section 6 or the transfer of the Shares to the Company or its assignees pursuant to Section 3, no Unreleased Shares nor any beneficial interest in such Shares shall be sold, gifted, transferred, encumbered or otherwise disposed of in any way (whether by operation of law or otherwise).
Unreleased Shares. Sellers agree that the Unreleased Shares held by the Escrow Agent pursuant to the Escrow Agreement may be used to satisfy any losses resulting from breaches of the representations, warranties and covenants of any of the Sellers contained herein and in the Escrow Agreement, Confirmation Agreements, Registration Rights Agreements, and closing certificates delivered by Sellers at Closing (the "Holdback"). The Holdback shall take effect on the Closing Date and shall operate through the date of the termination of the Escrow Agreement pursuant to the terms of this Section. The Sellers' obligations to compensate Buyer for any losses resulting from breaches of representations, warranties and covenants of any of the Sellers contained herein, in the Escrow Agreement or in any other Exhibit to this Agreement shall be effective only when the aggregate amount of such losses exceeds $50,000, provided, that upon reaching such threshold, Buyer shall be entitled to recover for all such losses including the first $50,000 of such losses.
Unreleased Shares. No Unreleased Shares, nor any beneficial interest in such Unreleased Shares, shall be sold, transferred, encumbered or otherwise disposed of in any way (whether by operation of law or otherwise) by the Purchaser, other than as required pursuant to this Agreement or as required in accordance with any Shareholder Agreement with respect to the Company then in force. "
Unreleased Shares. Any of the Shares which, from time to time, have not yet been released from the Company's Repurchase Option are referred to herein as "UNRELEASED SHARES." Restrictions on Transfer. Unless otherwise permitted by the Administrator pursuant to the Plan, no Unreleased Shares or any dividends or other distributions thereon or any interest or right therein or part thereof, shall be liable for the debts, contracts or engagements of Holder or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect.