Exempt Shares means shares of Common Stock designated as “Exempt Shares” pursuant to Section 16.3.
Exempt Shares means shares of Common Stock subject to an Award for which the Committee has accelerated vesting in accordance with Section 7.2. No more than ten percent (10%) of the shares of Common Stock that may be delivered pursuant to Awards may be shares designated as “Exempt Shares.”
Exempt Shares means shares of Common Stock subject to an Award that has been granted with (or that has been amended by the Committee to include) more favorable vesting provisions than those set forth in Section 7.2. No more than five percent (5%) of the shares of Common Stock that may be delivered pursuant to Awards may be shares designated as “Exempt Shares.”
Examples of Exempt Shares in a sentence
The calculation of the number of shares which are not Otherwise Exempt Shares and which are covered by the exception in clause (ii) immediately above shall be made at the time of award except in the case of an acceleration of the vesting period in which case the calculation shall be made at the time of acceleration.
Notwithstanding the foregoing, the Committee may, in its sole discretion, grant Awards with more favorable vesting provisions than set forth in this Section 7.2, provided that the shares of Common Stock subject to such Awards shall be Exempt Shares.
This proxy shall apply to any Shares which Stockholder has the power to vote (or direct the voting of) as of any record date fixed by Empire for a Stockholders Meeting with respect to the Contemplated Transactions, other than any Exempt Shares disposed of in accordance with the volume restrictions set forth in Section 2.
Those Initial Shares that have become Exempt Shares pursuant to this subparagraph (b) shall remain Exempt Shares regardless of the future performance of the Corporation.
The Distributor may pay brokers, dealers and other financial institutions and intermediaries commissions with regard to the sale of CDSC and Front End Load Exempt Shares.
More Definitions of Exempt Shares
Exempt Shares means, as to Security Capital Preferred Growth Incorporated and any of its Affiliates and Associates controlled, directly or indirectly, by Security Capital Group Incorporated (collectively, "Security Capital") and any other Person that Beneficially Owns shares of Series A Cumulative Convertible Redeemable Preferred Stock ("Series A Preferred Shares") or shares of Common Stock on the Rights Dividend Declaration Date solely by reason of Security Capital's Beneficial Ownership of Series A Preferred Shares on the Rights Dividend Declaration Date, (i) in the event (a) Security Capital or such other Person shall have acquired shares of Common Stock upon the conversion of Series A Preferred Shares strictly in accordance with and consistent with the provisions and limitations set forth in the Series A Preferred Stock Purchase Agreement dated as of May 15, 1997 between Security Capital Preferred Growth Incorporated and the Company (including, without limitation, the Waiver of Ownership Limitations set forth in Exhibit D attached thereto) and the Series A Preferred Articles Supplementary (as defined therein), (b) such shares of Common Stock so acquired have been continuously since such acquisition beneficially owned by Security Capital or such other Person and (c) such shares of Common Stock so acquired and so beneficially owned represent 15% or more of the shares of Common Stock at any time outstanding, then the portion of such shares of Common Stock that represents in excess of 15% of the outstanding shares of Common Stock, and (ii) shares of Common Stock acquired by Security Capital or such other Person as a result of a stock dividend, stock distribution or other recapitalization, in respect to Exempt Shares only, whereby any Common Stock received by such Person is substantially proportional to the amount of Common Stock owned by such Person prior to such transaction and where such Common Stock is beneficially owned (without giving effect to the last sentence of Section 1(e)) by such Person continuously thereafter. For purposes of the determination of Exempt Shares, any shares of Common Stock sold, transferred or otherwise disposed of shall be deemed to have been from Exempt Shares, if any. Any disputes arising pursuant to this definition shall be definitively and conclusively resolved by the Board, in its sole discretion.
Exempt Shares means the issuance of Shares (a) as consideration in connection with acquisitions of any businesses or assets from another Person, (b) in the form of Class B Common Stock or substantially equivalent rights to employees, officers and directors of the Corporation or any subsidiary of the Corporation in connection with any compensation plan approved by the Board, (c) pursuant to an IPO and (d) pursuant to issuances of Class B Common Stock to Xxxxxxx Saturn Holdings, LLC (whose members consist solely of officers and employees of Xxxxxxx Partners, Inc.) and its Affiliates not to exceed 2.5% of the aggregate outstanding Common Stock.
Exempt Shares means (a) all shares of Common Stock issued upon (1) exercise of all options, warrants or other rights to acquire Common Stock or (2) conversion of all securities convertible into Common Stock, which such options, warrants, rights or convertible securities are issued and outstanding as of August 31, 2000, and (b) all options to purchase shares of Common Stock issued to employees, directors and consultants of the Corporation and its subsidiaries after August 31, 2000 and the shares of Common Stock issued upon exercise thereof.
Exempt Shares means any Awards granted pursuant to the Plan with more favorable vesting than as set forth in Section 7.2. No more than five percent (5%) of the shares of Common Stock that may be delivered pursuant to Awards under Section 5.1 may be shares designated as “Exempt Shares.”
Exempt Shares means, as to any Person, (i) shares of Common Stock beneficially owned (without giving effect to the last sentence of the definition of "Beneficial Owner") by such Person on March 27, 1998, immediately after giving effect to the Stock Distribution, and continuously thereafter, (ii) shares of Common Stock that were acquired by such Person pursuant to a gift, bequest, inheritance or distribution from a trust or from a corporation or other entity controlled by such Person, where such shares of Common Stock were Exempt Shares immediately prior to such acquisition and where such shares of Common Stock were beneficially owned (without giving effect to the last sentence of the definition of "Beneficial Owner") by such Person continuously after such acquisition, (iii) shares of Common Stock acquired by such Person as a result of a stock dividend, stock distribution or other recapitalization, in respect of Exempt Shares only, whereby any Common Stock received by such Person is substantially proportional to the amount of Common Stock owned by such Person prior to such transaction (including, without limitation, the MAR Common Stock Conversion) and where such Common Stock is beneficially owned (without giving effect to the last sentence of the definition of "Beneficial Owner") by such Person continuously thereafter and (iv) shares of Common Stock acquired by such Person as a result of such Person becoming a Beneficial Owner (without giving effect to the last sentence of the definition of "Beneficial Owner"), pursuant solely to clauses (ii) and (iii) of the definition of "Beneficial Owner," of Exempt Shares beneficially owned (without giving effect to the last sentence of the definition of "Beneficial Owner") by any other Person. For purposes of determining whether any shares of Common Stock are Exempt Shares, any share of the Common Stock held in "street" or "nominee" name is presumed to have been acquired by the beneficial owner subsequent to the Record Date. The presumption is rebuttable by presentation to the Company of satisfactory evidence that such share of Common Stock has had the same Beneficial Owner (without giving effect to the last sentence of the definition of "Beneficial Owner") on and continuously after March 27, 1998. Any disputes arising pursuant to this definition will be definitively and finally resolved by the Board, in its sole discretion.
Exempt Shares means the Broker Shares, Placement Shares, ParentCo Shares to be issued in exchange for Class B Units, and any shares owned by 25E, LLC.
Exempt Shares means, as to any Person, (i) shares of Common Stock beneficially owned (without giving effect to the last sentence of Section 1(e)) by such Person that have been received by such Person pursuant to the distribution by Host Marriott (the "Distribution") of the shares of Common Stock of the Company to the holders of shares of common stock, par value $1.00 per share of Host Marriott ("HM Common Stock"), held of record on the record date fixed for the Distribution, provided that such shares of HM Common Stock were beneficially owned by such Person on February 3, 1989, and owned continuously thereafter until the Distribution, (ii) shares of Common Stock which were acquired by such Person pursuant to a gift, bequest, inheritance or distribution from a trust or from a corporation controlled by such Person, where such shares of Common Stock were Exempt Shares immediately prior to such acquisition and where such shares of Common Stock were beneficially owned (without giving effect to the last sentence of Section 1(e)) by such Person continuously after such acquisition, (iii) shares of Common Stock acquired by such Person as a result of a stock dividend, stock distribution or other recapitalization, in respect to Exempt Shares only, whereby any Common Stock received by such Person is substantially proportional to the amount of Common Stock owned by such Person prior to such transaction and where such Common Stock is beneficially owned (without giving effect to the last sentence of Section 1(e)) by such Person continuously thereafter and (iv) shares of Common Stock acquired by such Person as a result of such Person becoming a Beneficial Owner (without giving effect to the last sentence of Section 1(e)) pursuant solely to clauses (ii) or (iii) of Section 1(e) by any other Person. For purposes of determining whether any shares of Common Stock are Exempt Shares pursuant to clauses (i), (ii), (iii) or (iv) of this Section 1(o), any share of HM Common Stock that was held in "street" or "nominee" name at the time of the Distribution shall be presumed to have been acquired by the beneficial owner subsequent to February 3, 1989. This presumption shall be rebuttable upon presentation to the Company of satisfactory evidence that such share of HM Common Stock has had the same beneficial owner (without giving effect to the last sentence of Section 1(e)) on and continuously after February 3, 1989 until the Distribution. Any disputes arising pursuant to this definition shall be de...