Key Employee Shares definition

Key Employee Shares means shares of Common Stock issued to directors or key employees of or consultants to the Company pursuant to a restricted stock plan or agreement approved by the Board of Directors, up to that number of shares of Common Stock as is equal to fifteen (15%) percent of the Common Stock outstanding (provided that, for purposes of this Subsection 6.5.4.1.5. all shares of Common Stock issuable upon (1) exercise of options granted or available for grant under plans approved by the Board of Directors, (2) conversion of shares of Preferred Stock, or (3) upon conversion of Preferred Stock issuable upon conversion or exchange of any Convertible Security, shall be deemed to be outstanding), minus the total number of shares subject to or issued pursuant to options excluded from the definition of "Option" in paragraph (A) above (subject to appropriate adjustment for any stock dividend, stock split, combination or similar recapitalization affecting such shares),
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Key Employee Shares means shares of Common Stock issued to employees or directors of or consultants to, the Corporation pursuant to a restricted stock plan or agreement approved by the Board of Directors.
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Key Employee Shares means (i) 8,796,000 shares of Common Stock or options to acquire Common Stock (as presently constituted and subject to adjustment for subsequent stock splits, reverse splits and the like) held by the Key Employee Stockholders on the date hereof, (ii) shares of Common Stock issued or issuable pursuant to the conversion of 19,143 shares of Series B Preferred Stock, including shares of Series B Preferred Stock issuable upon the exercise of warrants to purchase Series B Preferred Stock, held by the Key Employee Stockholders on the date hereof and (iii) any Common Stock issued as a dividend or other distribution with respect to or in exchange for or in replacement of the shares referenced in (i) or (ii) above, provided, however, that Key Employee -------- ------- Shares shall not include any securities which have previously been registered or which have been sold to the public pursuant to a registration statement or Rule 144 or which have otherwise been sold or transferred by the Key Employee Stockholders.
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Examples of Key Employee Shares in a sentence

  • The aggregate purchase price for the Shares for which the Option is exercised shall be paid to the Company at the time of exercise in cash, Shares registered in the name of the Key Employee, payment in accordance with a cashless exercise program under which, if so instructed by Key Employee, Shares may be issued directly to Key Employee’s broker or dealer upon receipt of the purchase price in cash from the broker or dealer, or by a combination thereof, all as provided on the signature page hereof.

  • During the Period of Restriction, certificates representing the Key Employee Shares shall be registered in the Holder’s name and bear a restrictive legend to the effect that ownership of such Key Employee Shares, and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and the applicable Award Agreement.

  • Dividends paid with respect to Key Employee Shares in cash or property, other than shares of Stock or rights to acquire shares of Stock, shall be paid to the recipient of the Key Employee Share Award currently.

  • Such certificates shall be deposited by the recipient with the Secretary of the Company or such other officer of the Company as may be designated by the Committee, together with all stock powers or other instruments of assignment, each endorsed in blank, that will permit transfer to the Company of all or any portion of the Key Employee Shares that shall be forfeited in accordance with the Plan and the applicable Award Agreement.

  • In such event, the right of any Holder and of any Key Employee Stockholder to registration pursuant to this Section 1.3 shall be conditioned upon such persons participation in such underwriting and the inclusion of such Holder's Registrable Securities or such Key Employee Stockholder's Key Employee Shares (as applicable) in the underwriting to the extent provided herein.

  • If the Committee imposes vesting or transferability restrictions on a Holder’s rights with respect to Key Employee Shares, the Committee may issue such instructions to the Company’s share transfer agent in connection therewith as it deems appropriate.

  • The credit facility shall set forth restrictions and conditions on the pledge of Key Employee Shares as Toray, Shimadzu and the Key Employees shall agree.

  • The Committee may grant Key Employee Options or Key Employee Shares to those eligible Key Employees as it shall from time to time determine, under the terms and conditions of the Plan.

  • Any purported sale, transfer (including without limitation involuntary transfers initiated by operation of legal process), hypothecation or disposition of any of the Key Employee Shares or any right or interest therein, except in strict compliance with the terms and conditions of this Agreement, shall be null and void and the Company shall not be required to give effect to, any such transfer on its stock transfer books and records.

  • A transferee other than for value of any Founder or Key Employee Shares shall take such shares subject to the restrictions on transfer contained herein.


More Definitions of Key Employee Shares

Key Employee Shares means for each Key Employee the aggregate of Shares not tendered into the Offer by such Key Employee, Key Employee Options and any Unvested Common Stock held by such Key Employee.
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Key Employee Shares means shares of Common Stock, and/or options to purchase such shares of Common Stock, issued to officers, directors or employees of or consultants to the Maker pursuant to any restricted stock plan or agreement heretofore approved by the Board of Directors.
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Key Employee Shares means an Award granted to a Key Employee pursuant to Article IX.
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Key Employee Shares means shares of Common Stock, and/or options to purchase such shares of Common Stock, issued to officers, directors or employees of or consultants to the Corporation pursuant to a restricted stock plan or agreement approved by the Board of Directors, [to acquire up to _______________ shares of Common Stock after _______________, 1999, subject to appropriate adjustment for any stock dividend, stock split, combination or similar recapitalization affecting such shares, provided that such number of shares shall be increased by the number of shares repurchased by the Corporation from officers, directors, employees or consultants after _______________, 1999, at cost pursuant to stock repurchase agreements approved by the Board of Directors, and further by the number of shares that are subject to options outstanding on _______________, 1998, or granted thereafter that expire unexercised.]
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Related to Key Employee Shares

  • Employee Share Scheme means a scheme established by a company, whether by means of a trust or otherwise, for the purpose of offering 10 participation therein solely to employees and officers of the company or a subsidiary of the company, either—

  • Employee Stock Purchase Plan means a plan that grants Purchase Rights intended to be options issued under an “employee stock purchase plan,” as that term is defined in Section 423(b) of the Code.

  • Parent Stock Plan has the meaning set forth in Section 6.2(a).

  • Parent Stock Option means any option to purchase Parent Common Stock granted under any Parent Stock Plan.

  • Unvested Company Option means any Company Option that is not a Vested Company Option.

  • Restricted Share Units means an Award which may be earned in whole or in part upon the passage of time or the attainment of performance criteria established by the Administrator and which may be settled for cash, Shares or other securities or a combination of cash, Shares or other securities as established by the Administrator.

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

  • Non-Vested Shares means any portion of the Restricted Stock subject to this Agreement that has not become vested pursuant to this Section 2.

  • Key Employees means Xxxxx Xxxxxxx and Xxxxxxx Xxxxxxx.

  • Restricted Share Award means an award of Restricted Shares.

  • Parent Stock Plans has the meaning set forth in Section 4.5(a).

  • Restricted Stock Purchase Right means a right to purchase Stock granted to a Participant pursuant to Section 8.

  • Vested Company Option means each Company Option outstanding as of immediately prior to the Effective Time that is vested as of immediately prior to the Effective Time or will vest solely as a result of the consummation of the Merger.

  • Company Equity Award means a Company Stock Option or a Company Restricted Share granted under one of the Company Stock Plans, as the case may be.

  • Common Stockholder means the employee of, consultant to, or director of the Company or other person to whom shares of Common Stock are issued pursuant to this Plan.

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

  • 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.

  • Company Restricted Shares Section 2.4(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.

  • Non-Key Employee means any Employee who is not a Key Employee.

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

  • Unvested LTIP Units has the meaning provided in Section 4.4(d) hereof.

  • Plan Shares means the total number of Common Shares which may be reserved for issuance as Optioned Shares under the Plan as provided in §2.2;

  • Shareholder-Employee means a Participant who owns more than five percent (5%) of the Employer's outstanding capital stock during any year in which the Employer elected to be taxed as a Small Business Corporation under the applicable Code Section.

  • Management Stock means Capital Stock of the Company or any Parent (including any options, warrants or other rights in respect thereof) held by any of the Management Investors.

  • Company Stock Option Plan means each share option plan, share award plan, share appreciation right plan, phantom share plan, share option, other equity or equity-based compensation plan, equity or other equity based award to any employee, whether payable in cash, shares or otherwise (to the extent not issued pursuant to any of the foregoing plans), or other plan or contract of any nature with any employee pursuant to which any share, option, warrant or other right to purchase or acquire shares of the Company or right to payment based on the value of Company shares has been granted or otherwise issued.