Vesting and Forfeiture of Sponsor Shares Sample Clauses

Vesting and Forfeiture of Sponsor Shares. At the Closing, Sponsor hereby agrees to take all necessary actions to transfer up to twenty-five percent (25%) of the BOA Class B Shares owned by the Sponsor on the date hereof (the “Sponsor Share Pool”) to such Persons, as designated by the Company, in each case, in the manner forth in this Section 3 after the date hereof and prior to the Closing, and solely for the purposes of providing consideration in order to (a) induce and secure additional subscriptions and commitments in respect of the PIPE Financing (whether such subscriptions and commitments are for the purchase of Company Ordinary Shares in a private placement or convertible debt securities of the Company and from the existing PIPE Investors or other Persons desiring to enter into and consummate additional PIPE Subscription Agreements) or (b) induce any BOA Stockholder owning BOA Class A Shares to enter into, execute and deliver a non-redemption agreement, pursuant to which such BOA Stockholder waives the redemption rights provided under and as set forth in the Governing Documents of BOA and thereby agrees not to elect to or otherwise redeem all or a portion of its BOA Class A Shares pursuant to or in connection with the BOA Stockholder Redemption or otherwise in connection with the transactions contemplated by the Business Combination Agreement; provided, however, that the Parties agree that (i) the Sponsor Share Pool may only be used as consideration for such Persons that have invested, or have committed to invest, in the aggregate, at least $5,000,000 in connection with the transactions contemplated by the Business Combination Agreement (whether pursuant to the PIPE Financing or ownership of BOA Shares or Company Ordinary Shares or otherwise), (ii) with respect to any of the existing PIPE Investors, the Sponsor Share Pool shall only be used as consideration for additional incremental investments in excess of such existing PIPE Investor’s aggregate commitment as set forth in any PIPE Subscription Agreements entered into as of or prior to the date hereof or otherwise existing as of the date hereof (unless the Sponsor, BOA and the Company shall have agreed to apply any of the Sponsor Share Pool to any existing PIPE Investor by letter agreement on the date hereof), (iii) no Person may be issued, without the prior written consent of the Company and BOA, BOA Class B Shares as consideration from the Sponsor Share Pool if and to the extent the value of such BOA Class B Shares represents in excess of...
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Vesting and Forfeiture of Sponsor Shares 
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Related to Vesting and Forfeiture of Sponsor Shares

  • Vesting and Forfeiture Any Award which has become payable pursuant to the performance measures set forth in Section 4 shall be considered as fully earned by you, subject to the further provisions of this Section 3. Notwithstanding any other provision of this Award Agreement to the contrary, any Award will be forfeited back to Tyson in the event of: (i) your Termination of Employment before the Vesting Date, except as otherwise provided in Sections 3.2 through 3.4, or (ii) the failure to satisfy any of the performance measures provided in Section 4.

  • Forfeiture of Units If the Grantee is not otherwise vested as provided in Section 3 above, all Units granted shall be forfeited if the Grantee has a voluntary or involuntary Termination of Service for any reason other than as described below in Section 5. Each Grantee, by his or her acceptance of the Units, agrees to execute any documents requested by the Company in connection with such forfeiture. Such provisions with respect to forfeited Units shall be specifically performable by the Company in a court of equity or law. Upon any forfeiture, all rights of the Grantee with respect to the forfeited Units shall cease and terminate, without any further obligation on the part of the Company.

  • Vesting; Forfeiture Subject to the terms and conditions of this Agreement and provided that the Participant continues to provide services until the Vesting Date (as defined below):

  • Forfeiture of Shares In the event the Partnership or the General Partner acquires Shares as a result of the forfeiture of such Shares under a restricted or similar share plan, then the General Partner shall cause the Partnership to cancel that number of Partnership Units of the appropriate class equal to the number of Shares so acquired divided by the Conversion Factor, and, if the Partnership acquired such Shares, it shall transfer such Shares to the General Partner for cancellation.

  • Vesting and Lapse of Restrictions Subject to Sections 2.2(a) and 2.2(c), the Award shall vest and Restrictions shall lapse in accordance with the vesting schedule set forth on the Grant Notice.

  • Forfeiture of Restricted Stock Units Except as provided in Section 3, if the Employee terminates employment prior to the satisfaction of the vesting requirements set forth in Section 2(a) above, any unvested Restricted Stock Units shall immediately be forfeited. The period of time during which the Restricted Stock Units covered by this Award are forfeitable is referred to as the “Restricted Period.”

  • 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.

  • Forfeiture of RSUs If you (a) breach any restrictive covenant (which, for the avoidance of doubt, includes any non-compete, non-solicit, non-disparagement or confidentiality provisions) contained in any arrangements with the Company (including your Employment Agreement and the confidentiality covenant contained in Section 10(c) hereof) to which you are subject or (b) engage in fraud or willful misconduct that contributes materially to any financial restatement or material loss to the Company or any of its Subsidiaries, your rights with respect to the RSUs shall immediately terminate, and you shall be entitled to no further payments or benefits with respect thereto and, if the RSUs are vested and/or settled, the Company may require you to forfeit or remit to the Company any amount payable, or the after-tax net amount paid or received by you, in respect of any RSUs; provided, however, that (i) the Company shall make such demand that you forfeit or remit any such amount no later than six months after learning of the conduct described in this Section 4 and (ii) in cases where cure is possible, you shall first be provided a 15-day cure period to cease, and to cure, such conduct.

  • Forfeiture of Restricted Stock Upon the termination of your employment by you, the Company or its Subsidiaries for any reason other than those set forth in Section 4 hereof prior to such vesting, in addition to the circumstance described in Section 9(a) hereof, any and all Shares of Restricted Stock which have not become vested in accordance with Section 3, 4 or 5 hereof shall be forfeited and shall revert to the Company.

  • Restrictions and Forfeiture (i) All Class B Units when issued shall be subject to forfeiture and shall constitute “Restricted Class B Units” and shall remain subject to forfeiture as provided in this Section 16.2(a) until the requirements of this Section 16.2(a) have been satisfied.

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