Non-Forfeitable Shares definition
Examples of Non-Forfeitable Shares in a sentence
However, if the Termination Event was for Performance Reasons, the Management Stockholder shall Forfeit those shares of Restricted Stock that are not Non-Forfeitable Shares on the effective date of the Termination Event.
Notwithstanding the provisions of Section 3(a), upon the occurrence of a Change of Control Liquidity Event, one hundred percent (100%) of the Restricted Stock shall constitute Non-Forfeitable Shares.
Unless and until any such Shares awarded to Employee hereunder are forfeited in accordance with the terms and provisions of this Agreement, Employee (or any successor in interest) shall have and be entitled to all of the rights and privileges of a holder of Common Stock of the Company (including, without limitation, voting rights and dividend rights) with respect to both such Forfeitable Shares and such Non-Forfeitable Shares, but subject, however, to the transfer restrictions of Article III.
The Management Stockholder shall receive certificates representing the Restricted Stock at such time that the shares of Restricted Stock have become Non-Forfeitable Shares.
Notwithstanding the provisions of Section 2(a), upon the occurrence of either an IRR Liquidity Event or a Change of Control Liquidity Event, one hundred percent (100%) of the Restricted Stock shall constitute Termination Non-Forfeitable Shares.
The Employee shall not transfer, assign, encumber, or otherwise dispose of all or any part of the Non-Forfeitable Shares, except in compliance with the provisions of Sections 3.2(a) through (c) and Section 3.3 below; provided that if the Non-Forfeitable Shares are subject to the Pledge Agreement, such Shares may not be transferred under any circumstances without the consent of the Company or as permitted under the Pledge Agreement.
However, if the Termination Event was for Performance Reasons, the Management Stockholder shall Forfeit those shares of Restricted Stock that are not Termination Non-Forfeitable Shares on the effective date of the Termination Event.
Upon delivery of such notice and the payment of the Repurchase Price, the Company shall become the legal and beneficial owner of the Termination Non-Forfeitable Shares being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Termination Non-Forfeitable Shares being repurchased by the Company.
Upon the occurrence of a Change in Control, notwithstanding anything to the contrary in this Agreement or in any employment or other agreement between Employee and the Company that would provide for a lesser benefit, all of Employee’s Forfeitable Shares shall become Non-Forfeitable Shares if Employee’s employment with the acquiring company is terminated without cause within 365 calendar days after the date of such Change of Control.
Upon any termination of Employee’s employment with the Company (a) by the Company for any reason other than for Cause or (b) by the Employee for Good Reason, all of the Forfeitable Shares shall become Non-Forfeitable Shares.