Vesting Shares. (a) Effective as of, and contingent upon the Effective Time, upon receipt thereof, 1,000,000 Domesticated Parent Common Shares (the “Vesting Shares”) received by the Sponsor shall be deemed unvested and be irrevocably forfeited and surrendered to Parent for no consideration on the first (1st) Business Day following the expiration of the Earnout Period; provided, however:
(i) 500,000 Vesting Shares shall be deemed to have vested and shall cease to be subject to forfeiture under this Section 6 upon the occurrence (or deemed occurrence pursuant to Section 4.7(c) of the Merger Agreement) of the Initial Milestone Event; and
(ii) 500,000 Vesting Shares shall be deemed to have vested and shall cease to be subject to forfeiture under this Section 6 upon the occurrence (or deemed occurrence pursuant to Section 4.7(c) of the Merger Agreement) of the Final Milestone Event.
(b) The registered holder(s) of any Vesting Shares that remain unvested as of any time prior to the expiration of the Earnout Period shall be entitled to all of the rights of ownership thereof, including the right to vote and receive dividends and other distributions in respect of such Vesting Shares. Notwithstanding the foregoing, to the extent that any dividends or other distributions are paid in cash in respect of any Vesting Shares that have not vested in accordance with Section 6(a), such dividends and distributions shall be set aside by and paid to the holder(s) thereof as promptly as reasonably practicable following the vesting of such Vesting Shares (if at all).
(c) Following the Closing, the Sponsor shall not with respect to any of its Vesting Shares that remain unvested (i) sell, assign, transfer (including by operation of law), place a lien on, pledge, hypothecate, grant an option to purchase, distribute, dispose of such shares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such shares or (iii) otherwise encumber enter into any contract, option or other arrangement or undertaking to do any of the foregoing.
(d) Certificates or book entries representing unvested Vesting Shares shall bear a legend referencing that they are subject to forfeiture and restrictions on transfer pursuant to the provisions of this Agreement, and any transfer agent for Parent will be given appropriate stop transfer orders with respect to such unvested Vesting Shares. Upon vesting of the applicable Vesting Shares, Paren...
Vesting Shares o The first vesting date for the Performance-Vesting Shares shall be December 31, 2008. Up to fifty percent (50%) of the Performance-Vesting Shares may vest on that date, depending on the degree to which a performance goal based on the cash earnings of the Company during the fourth quarter of the preceding fiscal year, 2007, has been met, in accordance with the schedule set forth on Exhibit B hereto. Any of such shares which do not vest on the first vesting date shall not be forfeited, but shall remain subject to the terms and conditions of the Initial Restricted Stock Grant. o The second vesting date for the Performance-Vesting Shares shall be December 31, 2009. Up to hundred percent (100%) of the Performance-Vesting Shares still subject to the Initial Restricted Stock Grant (including shares which failed to vest at the first vesting date) may vest on the second vesting date, depending on the degree to which a performance goal based on the cash earnings of the Company during the fourth quarter of the preceding fiscal year, 2008, has been met, in accordance with the schedule set forth on Exhibit B hereto. Any of such shares which do not vest on the second vesting date shall be forfeited. o If the Executive's employment shall be terminated by the Company without Cause or by the Executive for Good Reason at any time prior to the second vesting date, the shares of Common Stock subject to the Initial Restricted Stock Grant at the time of such termination shall remain subject to the Initial Restricted Stock Grant until the vesting date which immediately follows such termination. Upon such vesting date the same number of shares shall vest as would have vested if the Executive had remained employed by the Company on such vesting date. If the Executive's employment terminates for any other reason while shares of Common Stock remain subject to the terms and conditions of the Initial Restricted Stock Grant, all such shares shall be forfeited at such termination.
Vesting Shares o Subject to the Executive's continuing to be employed by the Company on the relevant vesting date, one-third (1/3) of the Time-Vesting Shares shall vest on each of the following three vesting dates: December 31, 2007, December 31, 2008, and December 31, 2009; provided that, upon the occurrence of a Change of Control, 100% of the Time-Vesting Shares that are not vested at that time shall immediately vest. o If the Executive's employment shall be terminated by the Company without Cause or by the Executive with Good Reason at any time prior to December 31, 2007, one-third of the Time-Vesting Shares remaining subject to the Initial Restricted Stock Grant shall vest and any remaining Time-Vesting Shares shall be immediately forfeited. If the Executive's employment is so terminated after December 31, 2007, and prior to December 31, 2008, one-half of the Time-Vesting Shares remaining subject to the Initial Restricted Stock Grant shall vest and any remaining Time-Vesting Shares shall be immediately forfeited. If the Executive's employment is so terminated after December 31, 2008, and prior to December 31, 2009, all of the Time-Vesting Shares remaining subject to the Initial Restricted Stock Grant shall vest. If the Executive's employment terminates for any other reason while Time-Vesting Shares remain subject to the terms and conditions of the Initial Restricted Stock Grant, all such shares shall be forfeited at such termination. As to all Shares subject to the Initial Restricted Stock Grant: --------------------------------------------------------------- o With respect to all shares of Common Stock subject to the Initial Restricted Stock Grant, the Executive shall be entitled to receive, and retain, all ordinary and extraordinary cash and stock dividends which may be declared on the Company's Common Stock after the date of grant and before any forfeiture thereof (regardless of whether a share later vests or is forfeited). o All shares of Common Stock which vest under the Initial Restricted Stock Grant shall be subject to the Company's general policies regarding the sale of Common Stock by executives in effect from time to time. During his employment with the Company, the Executive shall be eligible to receive grants under the Company's Omnibus Stock Incentive Plan.
Vesting Shares. The "Initial Vesting Date" shall be February 3, --------------
Vesting Shares. The "Initial Vesting Date" shall be February 3, 1998. The shares of Stock purchased by the Founder will vest (the "Vested Shares") on and after the Initial Vesting Date in accordance with the following formula: Date Number of Shares Vested ---- ----------------------- On the Initial Vesting Date 30,000 shares of stock will vest For each of the following 42 full An additional 2.0833% of the month of the Company's continuous Stock will vest (5,000 shares) employment of Founder following the for each full month of service. Initial Vesting Date Provided that the aggregate number of shares of Stock constituting Vested Shares may not exceed 240,000 shares (as adjusted for stock splits and the like). In the event a fraction of a share is vested, the number of vested shares shall be rounded to the nearest whole number.
Vesting Shares. 7 1.10 No Further Ownership Rights in Company Common Stock.................................7 1.11 Lost, Stolen or Destroyed Certificates..............................................7
Vesting Shares. All Vesting Shares issued pursuant to Section 1.8 shall be issued subject to the terms of, in the case of Dan Xxxxx xxx Danex Xxxxxx, xx Employment Agreement in the form attached as Exhibit A hereto and, in the case of Paul Xxxxx, x Non-Competition Agreement in the form attached as Exhibit B-1 hereto.
Vesting Shares. The number of Contingent Shares owned by a Vesting Stockholder that will be Vesting Shares is set forth opposite such Vesting Stockholder’s name on Exhibit B. All Vesting Shares will be deemed to be Contingent Shares that (i) are subject to the Repurchase Right unless and until they become Earned Shares and (ii) are also subject to the Repurchase Restriction as provided in Section 2.4.3 and Exhibit B unless and until they become Vested Shares.
Vesting Shares. 1,796,875 shares of Class A Common Stock of Parent in the aggregate held by the Sponsor and the Insiders (such shares, the “Vesting Shares”), with the amount of Vesting Shares held by each of the Sponsor and each Insider set forth on Schedule I hereto, shall, concurrently with the Effective Time, have a legend (the “Legend”) in substantially the following form affixed to them and be held subject to the terms and conditions of this Section 2: “THE SECURITIES EVIDENCED HEREIN ARE SUBJECT TO RESTRICTIONS ON TRANSFER, AND CERTAIN OTHER AGREEMENTS, SET FORTH IN THE VESTING AGREEMENT, DATED AS OF July 16, 2021, BY AND AMONG GX ACQUISITION CORP. AND THE OTHER PARTIES THERETO.” All other shares of Common Stock of Parent held by the Sponsor and the Insiders shall remain outstanding following the Effective Time in accordance with their existing terms and the terms of the Sponsor Agreement.
Vesting Shares. XXX percent (100%) of the Shares purchased by the Purchaser pursuant to this agreement that shall initially be subject to the Repurchase Option.
