Vesting And Repurchase Of Management Stock Sample Clauses

Vesting And Repurchase Of Management Stock. Granting of Stock Options 24
Sample 1
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Vesting And Repurchase Of Management Stock. Granting of Stock Options. (a) The Company and the Management Stockholders who own Management Stock hereby agree to be bound by the provisions of this Section 4.1 notwithstanding the provisions of any restricted stock agreement relating to such Management Stock. Each Management Stockholder’s shares of Management Stock will become vested (“Vesting”) in accordance with the following schedule, if, as of each applicable date, the Management Stockholder is still employed by the Company or any of its subsidiaries. If the Management Stockholder is an Original Management Member: % Vested 30th Month Following Issuance of Management Stock 70 % Third Anniversary Date of Issuance of Management Stock 80 % Fourth Anniversary Date of Issuance of Management Stock 100 % If the Management Stockholder is not an Original Management Member: % Vested Date of Issuance of Management Stock 20 % First Anniversary Date of Issuance of Management Stock 40 % Second Anniversary Date of Issuance of Management Stock 60 % Third Anniversary Date of Issuance of Management Stock 80 % Fourth Anniversary Date of Issuance of Management Stock 100 % (b) Upon the earliest of (x) the occurrence of a Change of Control, (y) the consummation of a Liquidation Event and (z) the consummation of a transaction pursuant to Section 3.7, all shares of Management Stock that are not then vested shall become Vested Shares at the time of such event. Shares of Management Stock held by a Management Stockholder that are not then vested shall become Vested Shares in connection with the death or Disability of such Management Stockholder as provided in Section 4.2(a)(i) hereof.
Sample 1
Vesting And Repurchase Of Management Stock. (a) The Company and the Management Stockholders hereby agree to be bound by the provisions of this Section 4.1 during the term of this Agreement notwithstanding (i) the provisions of Section 3 of the Subscription Agreements, dated as of January 31, 2002, by and between the Company and each of the Management Stockholders, or (ii) the provisions of the Founders Stockholders' Agreement. The Company and the Management Stockholders hereby agree that the Founders' Stockholders' Agreement is terminated in its entirety as of the date hereof. Each Management Stockholder's shares of Management Stock will become vested in accordance with the schedule set forth in this Section 4.1(a), if, as of each applicable date, the Management Stockholder is still employed by either the Company or any of its subsidiaries (or the Management Stockholder's employment was terminated due to death or Disability). The Management Stock will also become vested at the rate of one share for every $30.40549 received and accepted by the Company pursuant to the Stock Purchase Agreement ("Dollar Vesting"). Dollar Vesting shall apply ratably over all shares of Management Stock held by Management Stockholders based on the Proportionate Percentage of Management Stock owned by each Management Stockholder. The Management Stock that is not vested as a result of Dollar Vesting on or before January 31, 2007, or the earlier occurrence of a Liquidation Event, a Qualified Public Offering or a transaction pursuant to Section 3.10, shall be forfeited and cancelled on the stock transfer records of the Company without payment therefor to the holder and the holder shall immediately upon the request of the Company after the occurrence of such an event deliver the certificates representing those shares to the Company for cancellation. In addition to the Dollar Vesting of the Management Stock, the Management Stock will also become vested at the earlier to occur of the holder's having reached the age of 75 or satisfaction of the following vesting schedule (the "Time Vesting"): % Vested --------- Date of Purchase (January 31, 2002) 20% First Anniversary Date of Purchase (January 31, 2003) 40% Second Anniversary Date of Purchase (January 31, 2004 60% Third Anniversary Date of Purchase (January 31, 2005) 80% Fourth Anniversary Date of Purchase (January 31, 2006) 100% The Management Stock will become Vested Shares on the date on which both Dollar Vesting and Time Vesting have occurred. (b) If a Management Stockholder c...
Sample 1

Related to Vesting And Repurchase Of Management Stock

  • Issuance and Repurchase of Shares The Trustees shall have the power to authorize the Trust to issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell, reissue, dispose of, transfer, and otherwise deal in Shares and in any options, warrants or other rights to purchase Shares or any other interests in the Trust other than Shares.

  • Sale and Repurchase of Shares (a) Distributor will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor will also have the right to take, as agent for the Trust, all actions which, in Distributor's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, Distributor will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent Distributor or any affiliated person (as defined in the Act) of Distributor from acting as distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from whom it or they may be acting; provided, however, that Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (i) Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

  • 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.

  • Vesting and Exercisability (a) Options to purchase 87,500 shares, 43,750 shares and 43,750 shares, respectively, will vest on the first three anniversaries of the Start Date (as defined in the Employment Agreement). (b) If the Employee's employment with the Company terminates for any reason prior to the time that the Option has been fully exercised, the unexercised portion of the Option on the date of termination of employment (whether exercisable or not) shall immediately expire; provided, however, that (i) if the Employee's employment is terminated by reason of the Employee's disability (pursuant to Section 3.3 of the Employment Agreement), all portions of the Option that are vested at the time of termination shall remain exercisable for a period of one year from the date of such termination or until the expiration of the Exercise Period, whichever is shorter; (ii) in the event of the death of the Employee while in the employ of the Company, all portions of the Option that are vested at the time of death shall remain exercisable by the legal representative of the estate or by the legatee of the Employee under the will of the Employee for a period of one year from the date of such death or until the expiration of the Exercise Period, whichever is shorter; and (iii) in the event the Employee is terminated without "Cause" (as defined in the Employment Agreement), or Executive terminates his employment for "Good Reason" (as defined in the Employment Agreement), then the Option shall become fully vested and exercisable and may be exercised for a period of five years from the date of such termination of employment or until the expiration of the Exercise Period, whichever is shorter. (c) The Board of Directors may, in the event the Executive's employment is terminated for Cause (as provided for in the Employment Agreement), annul the Option and, in such event, may require the Executive to return to the Company the economic benefit of any Option Shares purchased hereunder by the Executive within the six month period prior to the date of termination. In such event, the Executive hereby agrees to remit to the Company, in cash, an amount equal to the difference between the fair market value of the Option Shares on the date of termination (or the sales price of such Shares if the Option Shares were sold during such six month period) and the exercise price of such Shares.

  • Vested Shares “Vested Shares” shall mean the shares of Restricted Stock which are no longer subject to the Restrictions by reason of Section 3.2.

  • Vesting of Units For purposes of this Agreement, “Vesting Date” means any date, including the Scheduled Vesting Dates specified in the Vesting Schedule on the cover page of this Agreement, on which Units subject to this Agreement vest as provided in this Section 4.

  • Vesting and Exercise of Option The Option shall vest and become exercisable during its term in accordance with the following provisions:

  • Forfeiture of Founder Shares To the extent that the Underwriters do not exercise their option to purchase additional Units within 45 days from the date of the Prospectus in full (as further described in the Prospectus), the Sponsor agrees to automatically surrender to the Company for no consideration, for cancellation at no cost, an aggregate number of Founder Shares so that the number of Founder Shares will equal of 20% of the sum of the total number of Ordinary Shares and Founder Shares outstanding at such time. The Sponsor and Insiders further agree that to the extent that the size of the Public Offering is increased or decreased, the Company will effect a share capitalization or a share repurchase, as applicable, with respect to the Founder Shares immediately prior to the consummation of the Public Offering in such amount as to maintain the number of Founder Shares at 20% of the sum of the total number of Ordinary Shares and Founder Shares outstanding at such time.

  • 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 and Exercisability of Option The Option shall vest, and may be exercised, with respect to the Shares as set forth in the Optionee Statement attached hereto and made a part hereof, subject to earlier termination of the Option as provided in Sections 1.4 and 6 hereof or in the Plan. The right to purchase the Shares as they become vested shall be cumulative and shall continue during the Exercise Term unless sooner terminated as provided herein.

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