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
Vesting conditions The vesting of any securities issued under the EIP, excluding Exempt Shares and Stock Appreciation Rights, may be conditional on the satisfaction of performance and/or service conditions as determined by the Board and advised to the employee in the individual’s offer documents.
There is a three-year restriction period on selling, transferring or otherwise dealing with the Exempt Shares while the participating employee remains an employee of the Group.
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.
Exempt Shares means the Shares referred to in clause 7.3(a) Exercise Conditions means any criteria, requirements or conditions, as determined by the Board or under these Rules, which must be met (notwithstanding the satisfaction of any Vesting Conditions and/or Performance Hurdles) prior to a Participant being entitled to exercise vested Awards in accordance with clauses 7, 9 and/or 10.
In his opinion, there was no more fundamental issue for Council to deal with the remainder of the year.
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 Glendon Saturn Holdings, LLC (whose members consist solely of officers and employees of Glendon 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 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...
Exempt Shares means (a) the Warrant Shares, (b) options to purchase up to 630,000 shares of Common Stock and the Common Stock issued upon exercise thereof pursuant to the Company's Stock Option Plan and certain employment agreements, (c) securities of the Company issuable upon exercise of any options, warrants or other rights to acquire securities or upon conversion of any convertible securities, in each case which are outstanding as of the Closing Date and set forth on Schedule 6.4 hereto, (d) securities issued pursuant to payment in kind of Distributions to holders of the Preferred Stock and Junior Preferred Stock and (e) additional warrants issued to ACS pursuant to the ACS Note Purchase Agreement in connection with the purchase of the Tranche B Notes (as defined in the ACS Note Purchase Agreement) and the issuance of Common Stock upon the exercise of such warrants.