Vesting; Timing of Delivery of Shares Sample Clauses

Vesting; Timing of Delivery of Shares. (i) Subject to the remainder of this Agreement, provided the Participant is actively employed by the Company or a Subsidiary on the applicable vesting date, the RSU Award shall vest in the form of shares of Company Common Stock and become payable as follows: (A) One-third (1/3) of the number of shares of Common Stock subject to the Award on the Date of Grant shall vest on the first anniversary of the Date of Grant. (B) One-third (1/3) of the number of shares of Common Stock subject to the Award on the Date of Grant shall vest on the second anniversary of the Date of Grant. (C) The remaining one-third (1/3) of the number of shares of Common Stock subject to the Award on the Date of Grant shall vest on the third anniversary of the Date of Grant. Each of the periods described in clauses (A), (B), and (C) above is a “Vesting Year.” (ii) Upon (A) the Participant’s death or (B) the Participant’s Termination of Service as a result of Total and Permanent Disability (other than a Qualifying Termination under Section 1.a.(iii)), a pro rata portion of the unvested RSU Award shall automatically become vested and payable. Such pro-rata portion shall equal the number of shares of Common Stock that would have become vested pursuant to Section 1.a.(i) at the end of the then-current Vesting Year multiplied by a fraction, the numerator of which is the number of days during the then-current Vesting Year prior to the date of such event, and the denominator of which is the number of days in the then-current Vesting Year. (iii) Notwithstanding Section 1.a.(i), in the event of the Participant’s (A) Termination of Service as a result of Total and Permanent Disability, (B) Qualifying Retirement or (C) Termination of Service by the Company or a Subsidiary without Cause or by the Participant for Good Reason, in each case within 24 months after the occurrence of a Change in Control which is also a “change in control event” under Treasury Regulation Section 1.409A-3(i)(5) (a “Qualifying Termination”), 100% of the as-yet unvested RSU Award shall automatically become fully vested and payable upon the date of the Qualifying Termination. (iv) Notwithstanding anything in this Section 1.a. to the contrary, in the event of the Participant’s Qualifying Retirement (other than a Qualifying Termination), the RSU Award shall continue to vest and become payable as set forth in Section 1.a.(i) subject to the Participant’s compliance with the Restrictive Covenants. Notwithstanding the foregoing, the...
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Vesting; Timing of Delivery of Shares. Awarded Units which have become vested pursuant to the terms of this Section 3 are collectively referred to herein as “Vested RSUs.” All other Awarded Units are collectively referred to herein as “Unvested RSUs.” a. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Awarded Units shall vest as follows: i. One-third (1/3rd) of the Awarded Units shall be one hundred percent (100%) fully vested, and shall be Vested RSUs, on the Date of Grant. ii. One-third (1/3rd) of the Awarded Units shall vest shall vest upon the following: [MILESTONE TO BE ADDED], provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on the date such vesting criteria is achieved. iii. One-third (1/3rd) of the Awarded Units shall vest shall vest upon the following: [MILESTONE TO BE ADDED], provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on the date such vesting criteria is achieved. iv. One-third (1/3rd) of the Awarded Units shall vest shall vest upon the following: [MILESTONE TO BE ADDED], provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on the date such vesting criteria is achieved. The determination of whether any vesting criteria have been achieved shall be determined by the Board or, if applicable, the Committee, in its sole discretion. Notwithstanding the foregoing, upon the occurrence of (i) a Change in Control, (ii) a Termination of Service by the Company without Cause (defined below), or (iii) a Termination of Service by the Participant for Good Reason (defined below), all Unvested RSUs shall immediately become Vested RSUs. b. Subject to the provisions of the Plan and this Agreement, the Company shall convert the Vested RSUs into the number of whole shares of Common Stock equal to the number of Vested RSUs and shall deliver to the Participant or the Participant’s personal representative a number of shares of Common Stock equal to the number of Vested RSUs credited to the Participant as soon as administratively practicable following, and in no event later than sixty (60) days after, the first to occur of the following: (i) a Change in Control and (iii) a Termination of Service for any reason o...
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Vesting; Timing of Delivery of Shares a. Subject to special vesting and forfeiture rules in this Agreement, the Awarded Units shall vest upon the following (i) 50% of the Awarded Units shall vest if the Company ranks at the 50th percentile on a Total Stockholder Return basis as compared to its Peer Group with the Total Stockholder Return based on the average of the closing prices on the Principal Market for each Trading Day for the month of June 2010 versus the average of the closing prices on the Principal Market for each Trading Day for the month of June 2013; and (ii) 100% of the Awarded Units shall vest if the Company ranks at or greater than the 60th percentile on a Total Stockholder Return basis as compared to its Peer Group with the Total Stockholder Return based on the average of the closing prices on the Principal Market for each Trading Day for the month of June 2010 versus the average of the closing prices on the Principal Market for each Trading Day for the month of June 2013. Vesting will be calculated on a straight line interpolation basis for a rank on a Total Stockholder Return basis as compared to its Peer Group between the 50th percentile (at a vesting percentage of 50%) and 60th percentile (with a vesting percentage of 100%) with the Total Stockholder Return based on the average of the closing prices on the Principal Market for each Trading Day for the month of June 2010 versus the average of the closing prices on the Principal Market for each Trading Day for the month of June 2013. b. For purposes of this Agreement, the following terms shall have the meanings set forth below:
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Vesting; Timing of Delivery of Shares. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Awarded Units shall be vested as follows: a. All of the Awarded Units shall vest upon the following (i) for 20 consecutive Trading Days between the Date of Grant and May 19, 2012, the closing price of the Common Stock on the Principal Market is at least $30 per share (as adjusted during such period pursuant to Article 11 of the Plan) and the Company ranks at or greater than the 50th percentile on a Total Stockholder Return basis as compared to its Peer Group with the Total Stockholder Return being based on the average of the closing prices on the Principal Market for each Trading Day for the month of December 2008 versus the average of the closing prices on the Principal Market for each Trading Day for the month of December 2011; or (ii) for 20 consecutive Trading Days between the Date of Grant and May 19, 2012, the closing price of the Common Stock on the Principal Market is at least $24 per share (as adjusted during such period pursuant to Article 11 of the Plan) and the Company ranks at or greater than the 80th percentile on a Total Stockholder Return basis as compared to its Peer Group with the Total Stockholder Return being based on the average of the closing prices on the Principal Market for each Trading Day for the month of December 2008 versus the average of the closing prices on the Principal Market for each Trading Day for the month of December 2011. b. The determination of whether any vesting criteria have been met is to be made by the Committee in a manner consistent with prior practice. c. For purposes of this Agreement, the following terms shall have the meanings set forth below:
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Vesting; Timing of Delivery of Shares 
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Related to Vesting; Timing of Delivery of Shares

  • Delivery of Shares Delivery of shares of Common Stock upon the exercise of this Option will comply with all applicable laws (including the requirements of the Securities Act) and the applicable requirements of any securities exchange or similar entity.

  • Delivery of Option Shares The Company shall deliver a certificate for the Option Shares to the Employee as soon as practicable after payment therefor.

  • Delivery of Share Certificates Within a reasonable time after the exercise of the Option the Company shall cause to be delivered to the Optionee, his or her legal representative or his or her beneficiary, a certificate for the Shares purchased pursuant to the exercise of the Option.

  • Delivery of Restricted Stock (a) One or more stock certificates evidencing the Restricted Stock shall be issued in the name of the Recipient but shall be held and retained by the Records Administrator of the Company until the date (the “Applicable Date”) on which the shares (or a portion thereof) subject to this Restricted Stock award become Vested Shares pursuant to Section 2 hereof, subject to the provisions of Section 4 hereof. All such stock certificates shall bear the following legends, along with such other legends that the Board or the Committee shall deem necessary and appropriate or which are otherwise required or indicated pursuant to any applicable stockholders agreement: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO SUBSTANTIAL VESTING AND OTHER RESTRICTIONS AS SET FORTH IN THE RESTRICTED STOCK AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SHARES, AND INCLUDE VESTING CONDITIONS WHICH MAY RESULT IN THE COMPLETE FORFEITURE OF THE SHARES. (b) The Recipient shall deposit with the Company stock powers or other instruments of transfer or assignment, duly endorsed in blank with signature(s) guaranteed, corresponding to each certificate representing shares of Restricted Stock until such shares become Vested Shares. If the Recipient shall fail to provide the Company with any such stock power or other instrument of transfer or assignment, the Recipient hereby irrevocably appoints the Secretary of the Company as his attorney-in-fact, with full power of appointment and substitution, to execute and deliver any such power or other instrument which may be necessary to effectuate the transfer of the Restricted Stock (or assignment of distributions thereon) on the books and records of the Company. (c) On or after each Applicable Date, upon written request to the Company by the Recipient, the Company shall promptly cause a new certificate or certificates to be issued for and with respect to all shares that become Vested Shares on that Applicable Date, which certificate(s) shall be delivered to the Recipient as soon as administratively practicable after the date of receipt by the Company of the Recipient’s written request. The new certificate or certificates shall continue to bear those legends and endorsements that the Company shall deem necessary or appropriate (including those relating to restrictions on transferability and/or obligations and restrictions under the Securities Laws).

  • Restricted Shares Employee hereby accepts the Restricted Shares when issued and agrees with respect thereto as follows:

  • Restricted Share Units Restricted Share Units means Restricted Share Units granted to Participant under the Plan subject to such terms and conditions as the Committee may determine at the time of issuance.

  • Delivery of Stock Promptly following the expiration of the restrictions on the Restricted Shares as contemplated in Section 5 of this Agreement, the Company shall cause to be issued and delivered to you or your designee a certificate or other evidence of the number of Restricted Shares as to which restrictions have lapsed, free of any restrictive legend relating to the lapsed restrictions, upon receipt by the Company of any tax withholding as may be requested pursuant to Section 9. The value of such Restricted Shares shall not bear any interest owing to the passage of time.

  • Purchase, Sale and Delivery of Shares (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Units set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price for each Firm Unit shall be $5.01 per Firm Unit (91% of the public offering price for each Firm Unit) which purchase price will be allocated as $[●] per Firm Share, $[0.01] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable Warrant. (b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Securities and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter shall have the right, severally and not jointly, to purchase all or any portion of the Option Shares and/or the Option Warrants as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per Option Share shall be equal to $5.50. The purchase price to be paid per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. This Over-Allotment Option may be exercised by the Underwriters at any time and from time to time on or before the forty-fifth (45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice; (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith). (c) Payment of the purchase price for and delivery of the Option Shares and/or the Option Warrants shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Securities as set forth in subparagraph (d) below. (d) The Firm Securities will be delivered by the Company to the Representative, for the respective accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of WallachBeth Capital LLC, Harborside Financial Center Plaza 5, 000 Xxxxxx Xxxxxx, Suite 1410, Jersey City, NJ 07311, or such other location as may be mutually acceptable, at 9:00 a.m. Eastern Time, on the second (2nd) (or if the Firm Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)) full business day following the date hereof, or at such other time and date as the Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Securities, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Securities which shall be registered in the name or names and shall be in such denominations as the Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Securities, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian system. (e) It is understood that WallachBeth Capital LLC, has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital LLC, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

  • 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.

  • 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.

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