Unrestricted Shares. As soon as practicable following the vesting of any Restricted Shares the Company shall cause a certificate or certificates covering such shares, without the legend contained in Section 6(a) of this Agreement, to be issued and delivered to the Participant, subject to the payment by the Participant by cash or other means acceptable to the Company of any federal, state, local and other applicable taxes required to be withheld in connection with such vesting. The Participant understands that once a certificate has been delivered to the Participant in respect of Restricted Shares which have vested, the Participant will be free to sell the shares of Common Stock evidenced by such certificate, subject to applicable requirements of federal and state securities laws.
Unrestricted Shares. Promptly after each lapse of restrictions relating to the Restricted Stock without forfeiture, and provided that the Grantee shall have complied with his or her obligations under Paragraph 9 hereof, the Company shall, with respect to such Unrestricted Shares:
Unrestricted Shares. If, unless otherwise required by applicable state ------------------- securities laws, (a) Shares represented by a certificate have been registered under an effective registration statement filed under the Securities Act, (b) a holder of the Securities provides the Company and the Transfer Agent with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the Securities Act and such sale either has occurred or may occur without restriction on the manner of such sale or transfer, (c) such holder provides the Company and the Transfer Agent with reasonable assurances that such Securities can be sold under Rule 144, or (d) such Securities can be sold without restriction as to the number of the Securities sold under Rule 144(k), the Company shall permit the transfer of such Securities, and the Transfer Agent shall issue one or more certificates, free from any restrictive legend, in such name and in such denominations as specified by such holder. In the event that the restrictive legend is removed from any of the certificates for such Shares and thereafter the effectiveness of a registration statement covering such Shares is suspended or terminated or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon a reasonable advance notice to the Investor the Company may require that the restrictive legend be placed on any certificates for such Shares that cannot be sold pursuant to an effective registration statement or under Rule 144, and the Investor shall cooperate in the replacement of such legend. Such legend shall thereafter be removed when such Shares may again be sold pursuant to an effective registration statement or Rule 144.
Unrestricted Shares. (i) Thirty-eight percent (38%) of the total 51% of Shares acquired by Initial Management pursuant to the Old Agreement are hereby designated as Unrestricted Shares. 62,911 of such shares, or approximately 5.656% of the 38% constituting Unrestricted Shares were designated as Reallocable Shares pursuant to the Old Agreement and have heretofore been called and repurchased from time to time at the direction of the Stock Reallocation Committee from Initial Management (or their Permitted Transferees) and sold to other members of Management. The Stock Reallocation Committee has had and shall continue to have the authority to impose such terms, conditions, limitations and otherwise as it deems reasonable, desirable or necessary with respect to Reallocable Shares held by Management other than Initial Management; provided, however, that following the effectiveness of this Agreement, no other Shares (including Shares that have been forfeited to the Corporation and reissued to Initial Management, as contemplated by Section 2(a)(ii) hereof) shall be subject to call and repurchase from Initial Management (or their Permitted Transferees) for offer, sale and/or transfer to other Management; and provided further, the Stock Reallocation Committee may not permit such Reallocable Shares to be held by other Management under terms, conditions, limitations and otherwise which are more favorable, desirable or beneficial than as imposed on Initial Management, other than the provisions with respect to the duration of service after which the risk of Termination Forfeiture may lapse. The remaining approximately 32.34% of the 38% constituting Unrestricted Shares shall be held outright, free and clear by Initial Management (or their Permitted Transferees), are not subject to call, purchase or reallocation by the Stock Reallocation Committee or otherwise, shall not be subject to the risk of Termination Forfeiture, and the holders thereof shall enjoy all incidents of ownership to such shares (subject to any restrictions or limitations set forth in the Stockholders' Agreement).
Unrestricted Shares. All Unrestricted Shares shall be freely transferable, subject to compliance with federal and state securities laws.
Unrestricted Shares. As of the Issuance Date, the Shares subject to this Award shall be fully-vested, non-forfeitable and unrestricted Shares.
Unrestricted Shares. The Shares are validly issued with no adverse claims pertaining to the Shares. The Shares are free trading, free and clear of any encumbrance and will not be retracted at a later date. It is understood that neither the Company, nor the Company’s transfer agent will take any action to cancel or encumber the Shares. The Seller hereby indemnifies and holds harmless the Buyer and any brokerage and/or clearing firm working with the Buyer against any all claims with respect to the Shares and any reliance on any representations made by the Seller.
Unrestricted Shares. The restrictions imposed by Section 3.1 shall lapse at the time a Share becomes a Vested Share pursuant to Section 5.1. At that time, the Share will be an Unrestricted Share.
Unrestricted Shares. Subject to the terms and conditions herein, pursuant to the Plan, the Company grants to the Grantee effective as of the Grant Date, the number of shares of LBTY.__ set forth on Exhibit A hereto (the “Unrestricted Shares”).
Unrestricted Shares. The Unrestricted Shares (as defined in Section 7 hereof) may not be sold unless and until the Participant is in compliance with the Company's Executive Officer Stock Ownership policy, as set forth in the Company's Corporate Governance Guidelines (the "Ownership Policy"). Notwithstanding the foregoing, to the extent that the Participant is not in compliance with the Ownership Policy on a Vesting Date, the Participant may, on or after each applicable Vesting Date, sell Unrestricted Shares having a Fair Market Value calculated to satisfy the difference between the taxes due as a result of the vesting and the taxes withheld pursuant to Section 10 hereof.
