Vesting; Transfer Sample Clauses

Vesting; Transfer. PSIs shall not vest and may be reallocated or cancelled as provided in this Section 3.1(i) and any Partner Agreement. No PSI Limited Partner may Transfer any PSIs or Deferred Cash Interests under any circumstances, and any purported Transfer of PSIs or Deferred Cash Interests shall be null and void and of no force and effect.
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Vesting; Transfer and Forfeiture Subject to the terms hereof, if, for each of the fiscal years during the period commencing on the Grant Date and ending on the Determination Date (the "Performance Period"), the Company's Total Gross Income less Gross Ownership Costs (as reported on the Company's audited income statement for the Performance Period) is greater than $325,000,000 (the "Threshold Goal"), then immediately following the Committee's certification that the Threshold Goal has been achieved, the Performance Units granted to a Participant shall be exchanged for shares of Restricted Common Stock ("Restricted Stock") in the form of "Earned Shares" and "Banked Shares" (as those terms are defined herein), the number of which shall be determined by the extent to which the Performance Goals set forth on Exhibit 1 have been achieved during the Performance Period, and shall be calculated in the manner set forth on Exhibit 2 and the immediately following paragraph. If GATX fails to achieve a return on equity ("XXX") on a consolidated basis of at least 12% for the fiscal year ending on the Determination Date, the number of shares of Restricted Stock (calculated as set forth in the immediately preceding paragraph) to which the Participant may become entitled shall be reduced by a percentage (the "Reduction Percentage"), as follows: XXX Reduction Percentage --- -------------------- 11% - 11.99% 10% 10% - 10.99% 15% Less than 10% 20% The shares of Restricted Stock reduced pursuant to the immediately preceding paragraph (the "Banked Shares") will be held by the Company for up to two (2) years after the Determination Date. The remaining shares to which the Participant is entitled (viz., the difference between the number of shares calculated as set forth on Exhibit 2 and the number of Banked Shares) shall hereinafter be referred to as the "Earned Shares".
Sample 1

Related to Vesting; Transfer

  • Vesting of Restricted Shares The Restricted Shares are subject to forfeiture to the Company until they become nonforfeitable in accordance with this Section 2. While subject to forfeiture, the Restricted Shares may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law.

  • Vesting of LTIP Units The restrictions and conditions in Sections 2(b) and 2(c) of this Agreement shall lapse with respect to the LTIP Units granted herein in the amounts and on the Vesting Dates specified below: Portion of Award to Vest Vesting Date 33.33% [Grant Date,] 2017 33.33% [Grant Date,] 2018 33.33% [Grant Date,] 2019 Total: 100% of Award

  • Vesting of Restricted Share Units The restrictions and conditions of Paragraph 1 of this Agreement shall lapse on the date(s) specified in the following schedule (the “Vesting Date”) so long as the Grantee has served continuously as an employee of the Company or a Subsidiary on such dates. If a series of Vesting Dates is specified, then the restrictions and conditions in Paragraph 1 shall lapse only with respect to the number of Restricted Share Units specified as vested on such date. Incremental Number of Restricted Share Units Vested Vesting Date _____________ (___%) _______________ _____________ (___%) _______________ _____________ (___%) _______________ _____________ (___%) _______________ In determining the number of vested Restricted Share Units at the time of any vesting, the number of Ordinary Shares shall be rounded down to the nearest whole ADS or the nearest increment of 13 Ordinary Shares. The Administrator may at any time accelerate the vesting schedule specified in this Paragraph 2.

  • Vesting Schedule/Period of Restriction Except as provided in paragraphs 4 and 5, and subject to paragraph 7, the Performance Shares awarded by this Agreement shall vest in accordance with the vesting provisions set forth on the first page of this Agreement. Performance Shares shall not vest in the Employee in accordance with any of the provisions of this Agreement unless the Employee shall have been continuously employed by the Company or by one of its Subsidiaries from the Grant Date until the date the Performance Shares are otherwise scheduled to vest.

  • Restrictions on Transfer of Restricted Shares The Restricted Shares subject to this grant may not be assigned, exchanged, pledged, sold, transferred or otherwise disposed of by Grantee, except to the Company, until the Restricted Shares have become nonforfeitable in accordance with Sections 3, 4 and 5 hereof. The Grantee’s rights with respect to such purported transfer in violation of the provisions of this Section 2 of this Agreement shall be null and void, and the purported transferee shall obtain no rights with respect to such Restricted Shares.

  • Non-Transferability of RSUs Unless otherwise provided by the Committee in its discretion, RSUs may not be sold, assigned, alienated, transferred, pledged, attached or otherwise encumbered except as provided in Section 9(a) of the Plan. Any purported sale, assignment, alienation, transfer, pledge, attachment or other encumbrance of RSUs in violation of the provisions of this Section 6 and Section 9(a) of the Plan shall be void.

  • Non-Transferability of Restricted Stock The Restricted Stock and this Restricted Stock Agreement shall not be transferable.

  • Company Restricted Shares At the Effective Time, each share of Company Stock subject to vesting, repurchase or other restrictions pursuant to the Company Stock Plan (a “Company Restricted Share”) that is outstanding immediately prior to the Effective Time shall vest in full and become free of restrictions and any repurchase rights shall lapse, and the holder thereof shall be entitled to receive only the Merger Consideration with respect to each such Company Restricted Share in accordance with Section 2.05(b).

  • Pre-Conditions to Registration, Transfer, Etc As a condition precedent to the execution and Delivery, the registration of issuance, transfer, split-up, combination or surrender, of any ADS, the delivery of any distribution thereon, or the withdrawal of any Deposited Property, the Depositary or the Custodian may require (i) payment from the depositor of Shares or presenter of ADSs or of this ADR of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees and charges of the Depositary as provided in Section 5.9 and Exhibit B to the Deposit Agreement and in this ADR, (ii) the production of proof reasonably satisfactory to it as to the identity and genuineness of any signature or any other matter contemplated by Section 3.1 of the Deposit Agreement, and (iii) compliance with (A) any laws or governmental regulations relating to the execution and Delivery of this ADR or ADSs or to the withdrawal of Deposited Securities and (B) such reasonable regulations as the Depositary and the Company may establish consistent with the provisions of this ADR, if applicable, the Deposit Agreement and applicable law. The issuance of ADSs against deposits of Shares generally or against deposits of particular Shares may be suspended, or the deposit of particular Shares may be refused, or the registration of transfer of ADSs in particular instances may be refused, or the registration of transfer of ADSs generally may be suspended, during any period when the transfer books of the Company, the Depositary, a Registrar or the Share Registrar are closed or if any such action is deemed necessary or advisable by the Depositary or the Company, in good faith, at any time or from time to time because of any requirement of law or regulation, any government or governmental body or commission or any securities exchange on which the ADSs or Shares are listed, or under any provision of the Deposit Agreement or this ADR, if applicable, or under any provision of, or governing, the Deposited Securities, or because of a meeting of shareholders of the Company or for any other reason, subject, in all cases to Section 7.8 of the Deposit Agreement and paragraph (25) of this ADR. Notwithstanding any provision of the Deposit Agreement or this ADR to the contrary, Holders are entitled to surrender outstanding ADSs to withdraw the Deposited Securities associated therewith at any time subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the deposit of Shares in connection with voting at a shareholders’ meeting or the payment of dividends, (ii) the payment of fees, taxes and similar charges, (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the ADSs or to the withdrawal of the Deposited Securities, and (iv) other circumstances specifically contemplated by Instruction I.A.(l) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time).

  • Transfer of Registration Rights The rights to cause the Company to register securities granted to the Holders of Registrable Securities pursuant to this Agreement may be transferred or assigned only to (i) an affiliate or immediate family member of a Holder of Registrable Securities or (ii) an immediate or remote transferee of the Holder of Registrable Securities who, after such transfer, is the Holder of not less than 5% of the number of shares of Registrable Securities outstanding as of the date of this Agreement; provided that the transferee first agrees in writing to be bound by the terms of this Agreement.

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