Carried Shares definition

Carried Shares will continue to be Carried Shares in the hands of any holder other than Executive (except for the Company and the Investors and except for transferees in a Public Sale), and except as otherwise provided herein, each such other holder of Carried Shares will succeed to all rights and obligations attributable to Executive as a holder of Carried Shares hereunder. Carried Shares will also include equity of the Company (or a corporate successor to the Company) issued with respect to Carried Shares (i) by way of a stock split, stock dividend, conversion, or other recapitalization or (ii) by way of reorganization or recapitalization of the Company in connection with the incorporation of a corporate successor prior to a Public Offering. Notwithstanding the foregoing, all Unvested Shares shall remain Unvested Shares after any Transfer thereof.
Sample 1Sample 2Sample 3
Carried Shares. On or promptly following the Effective Date, the Company will deliver to Executive (i) certificates representing the Preferred Shares and any such Common Shares that are vested as of the Effective Date pursuant to Section 2 hereof, and (ii) copies of the certificates representing any such Common Shares that are not then vested pursuant to Section 2 hereof. In exchange, Executive hereby authorizes Holdings LLC and the Company to cancel on the Effective Date the certificate or certificates representing the Carried Units.
Sample 1Sample 2Sample 3

Examples of Carried Shares in a sentence

  • No holder of Carried Shares may Transfer any Carried Shares (except pursuant to an effective registration statement under the Securities Act) without first delivering to the Company a written notice describing in reasonable detail the proposed Transfer, together with an opinion of counsel (reasonably acceptable in form and substance to the Company) that neither registration nor qualification under the Securities Act and applicable state securities laws is required in connection with such transfer.

  • Any Transfer or attempted Transfer of any Carried Shares in violation of any provision of this Agreement shall be void, and the Company shall not record such Transfer on its books or treat any purported transferee of such Carried Shares as the owner of such equity for any purpose.

  • Upon the occurrence of a Sale of the Company, the Company will return any such certificates for the Carried Shares to the record holders thereof.

  • If the Company is not required to deliver new certificates for such Carried Shares not bearing such legend, the holder thereof shall not Transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 5.

  • At the written request of the Executive, the Company shall provide, not more than once per calendar quarter, certificates evidencing Carried Shares that have then vested to the record holder thereof.

  • In addition, if the holder of the Carried Shares delivers to the Company an opinion of counsel that no subsequent Transfer of such Carried Shares shall require registration under the Securities Act, the Company shall promptly upon such contemplated Transfer deliver new certificates for such Carried Shares which do not bear the Securities Act portion of the legend set forth in Section 5(a).

  • The right of the Investors under this Section 11(h) shall terminate upon the later of (i) the Investors failing to hold at least 37.5% of the Common Shares owned by the Investors immediately after the consummation of the Company’s initial Public Offering and (ii) the date that all Carried Shares have vested pursuant to Section 2(a).

  • The restrictions set forth in this Section 4 will continue with respect to each Carried Share until the earlier of (i) the date on which such Carried Shares have been transferred in a Public Sale permitted by this Section 4, or (ii) the consummation of an Approved Sale.

  • Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by Executive, the Company, the Employer, the Investors and their respective successors and assigns (including subsequent holders of Carried Shares); provided that the rights and obligations of Executive under this Agreement shall not be assignable except in connection with a permitted transfer of Carried Shares hereunder.

  • Executive acknowledges that the provisions of this Section 8 are in consideration of: (i) employment with the Employer, (ii) the issuance of the Carried Shares by the Company and (iii) additional good and valuable consideration as set forth in this Agreement.

Related to Carried Shares

  • Newco Shares means the common shares in the capital of Newco;

  • Stockholder Shares means all securities of the Company registered in the name of, or Beneficially Owned by the Stockholder Parties, including any and all securities of the Company acquired and held in such capacity subsequent to the date hereof.

  • Investor Shares shall have the meaning given in the Recitals hereto.

  • Founder Shares shall have the meaning given in the Recitals hereto and shall be deemed to include the shares of Common Stock issuable upon conversion thereof.

  • Merger Shares has the meaning set forth in Section 2.2(c).

  • Management Shares means a management share in the capital of the ICAV which shall have the right to receive an amount not to exceed the consideration period for such Management Share.

  • Stock Election Shares shall have the meaning set forth in Section 3.2.1.

  • Founders’ Shares means 1,000 shares with a par value of $1 per share, 500 of which were issued to MACRO Securities Depositor, LLC and 500 of which were issued to Claymore Securities, Inc., in exchange for the Initial Deposit.

  • Unit Shares has the meaning ascribed thereto in the first paragraph of this Agreement;

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • VMTP Shares has the meaning set forth in the preamble to this Agreement.

  • Coop Shares Shares issued by a Cooperative Corporation.

  • Company Restricted Shares Section 2.4(c)

  • Company Shares means the common shares in the capital of the Company;

  • Membership Units means the limited liability company interests in the Company held by the Members, expressed as a number of units held by each Member and set forth opposite such Member's name on Schedule I attached hereto, as amended, modified or supplemented from time to time.

  • Award Shares means Shares covered by an outstanding Award or purchased under an Award.

  • Shares means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.

  • Consideration Shares has the meaning ascribed thereto in Section 2.2.

  • Restricted Shares shall have the respective meanings set forth in Section 2.14.

  • Series A Preferred Shares means the Series A Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

  • Vested Shares means "Vested Shares" as defined in the Award Agreement.

  • Amalco Shares means the common shares in the capital of Amalco;

  • RSU Shares means shares of Common Stock that underlie an RSU.

  • Series D Preferred Shares means the Company’s series D preferred shares, par value US$0.00001 per share.

  • Covered Shares means, with respect to the Shareholder, (i) the Existing Shares, together with (ii) any shares of Common Stock or other voting capital stock of the Company and any securities convertible into or exercisable or exchangeable for shares of Common Stock or other voting capital stock of the Company, in each case under this clause (ii) that such Shareholder acquires Beneficial Ownership of on or after the date hereof.