Forfeiture Shares definition

Forfeiture Shares has the meaning set forth in the Sponsor Forfeiture Agreement.

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Forfeiture Shares means (i) the number of Shares that were issued to you under this Agreement on the Date of Issuance and held by you as of the Forfeiture Delivery Date plus (ii) the pre-tax proceeds from sales or other transfers, if any, of Shares that you have sold or otherwise transferred prior to the Forfeiture Delivery Date. The “pre-tax proceeds” for any Shares that were transferred by you in a transaction other than a sale on the New York Stock Exchange shall be the Fair Market Value of such Shares as of the date of such transaction. The “pre-tax proceeds” for any Shares that were withheld pursuant to Section 6 shall be the Fair Market Value of such Shares as of the date they were withheld.

Forfeiture Shares means (i) the number of shares of the Restricted Stock that vested under this Agreement within the Clawback Period and that are held by you as of the Forfeiture Delivery Date plus (ii) the pre-tax proceeds from sales or other transfers, if any, of the shares of Restricted Stock that vested under this Agreement during the Clawback Period and that you have sold or otherwise transferred prior to the Forfeiture Delivery Date. The “pre-tax proceeds” for any shares that were transferred by you in a transaction other than a sale on the New York Stock Exchange shall be the Fair Market Value of such shares as of the date of such transaction. The “pre-tax proceeds” for any shares that were withheld pursuant to Section 6 shall be the Fair Market Value of such shares as of the date they were withheld.

Examples of Forfeiture Shares in a sentence

• Until termination of this Agreement, the Sponsor shall not transfer any of its Forfeiture Shares.

• After the conclusion of the Forfeiture Shares Lock-up Period with respect to a tranche of Forfeiture Shares, and to the extent such Forfeiture Shares have not been forfeited pursuant to Section 3.2, the applicable tranche of Forfeiture Shares shall be freely transferable.

• Any Founder Holders Forfeiture Shares forfeited pursuant to this Section 1(b) shall be cancelled for no consideration and any certificates representing such Founder Holders Forfeiture Shares so forfeited shall be cancelled; provided, that to the extent any such certificate represents shares in addition to a Founder Holders Forfeiture Share, which shares are not forfeited pursuant to the terms hereof, the Company shall reissue such certificate with respect to the shares not so forfeited.

• Prior to the final determination of the number of Founder Holders Forfeiture Shares to be forfeited in accordance with this Agreement (if any), the Founder Holders shall not, directly or indirectly, transfer or otherwise dispose of any of the Founder Holders Forfeiture Shares, other than as may be expressly permitted by the Investor Rights Agreement and the Buyer A&R Certificate of Incorporation.

• For clarification, any calculation pursuant to this Section 3(b) shall not reference, include, or consider the issuance or other status of the Sponsor Forfeiture Shares (as defined in the Merger Agreement).

More Definitions of Forfeiture Shares

Forfeiture Shares means (i) the number of Option Shares acquired by you during the Clawback Period and that are held by you as of the Forfeiture Delivery Date reduced by a number of shares of the common stock of the Company equal to (A) the aggregate Option Price for such Option Shares divided by (B) the Fair Market Value of such Option Shares on the date such Option Shares were acquired plus (ii) the pre-tax proceeds from sales or other transfers (including in connection with any “cashless exercise”), if any, of Option Shares that you acquired during the Clawback Period and that you have sold or otherwise transferred prior to the Forfeiture Delivery Date reduced by the aggregate Option Price for such Option Shares. The “pre-tax proceeds” for any Option Shares that were transferred by you in a transaction other than a sale on the New York Stock Exchange shall be the Fair Market Value of such Option Shares as of the date of such transaction. The “pre-tax proceeds” for any Option Shares that were withheld pursuant to Section 5 shall be the Fair Market Value of such Option Shares as of the date they were withheld

Forfeiture Shares means the Shares of Common Stock subject to forfeiture by certain Holders pursuant to Sections 1(a), 1(b) and 1(c) of the Equity Restructuring and Warrant Purchase Agreement.

Forfeiture Shares has the meaning set forth in Section 2.3.

Forfeiture Shares means (i) the number of Option Shares held by you as of the Forfeiture Delivery Date reduced by a number of shares of the common stock of the Company equal to (A) the aggregate Option Price for such Option Shares divided by (B) the Fair Market Value of such Option Shares on the date such Option Shares were acquired plus (ii) the pre-tax proceeds from sales or other transfers (including in connection with any “cashless exercise”), if any, of Option Shares that you have sold or otherwise transferred prior to the Forfeiture Delivery Date reduced by the aggregate Option Price for such Option Shares. The “pre-tax proceeds” for any Option Shares that were transferred by you in a transaction other than a sale on the New York Stock Exchange shall be the Fair Market Value of such Option Shares as of the date of such transaction. The “pre-tax proceeds” for any Option Shares that were withheld pursuant to Section 5 shall be the Fair Market Value of such Option Shares as of the date they were withheld.

Forfeiture Shares means an aggregate of 360,750 founder shares subject to forfeiture pursuant to the CHW Founders Stock Letter.

Forfeiture Shares has the meaning set forth in the Recitals.

Forfeiture Shares means 1,608,830 of the Parent Shares issuable to the Investor Stockholders pursuant to Section 2.7(b)(i), as part of the Closing Date Payment.