Seller Restricted Shares definition

Seller Restricted Shares shall have the meaning ascribed thereto in Section 3.1(c) hereof.
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Seller Restricted Shares means shares of Seller Common Stock that have been awarded under Seller's RRP prior to the date of this Agreement which are outstanding and subject to risk of forfeiture.
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Examples of Seller Restricted Shares in a sentence

  • As of December 15, 2006, there were 86,871,078 shares of Seller Common Stock (of which 1,091,773 were Seller Restricted Shares) and no shares of Seller Preferred Stock issued and outstanding.

  • Prior to the Effective Time, the Parent shall file a registration statement on Form S-8 (or any successor form) with respect to the Parent Ordinary Shares issuable in exchange for the Seller Restricted Shares; provided that, if a Form S-8 is not available the Parent shall cause a Registration Statement on such other form as is available to be filed and become effective covering the issuance of such Seller Restricted Shares.

  • The Parent shall take all corporate action necessary to ensure that the Parent Ordinary Shares delivered in exchange for the Seller Restricted Shares will be duly authorized, validly issued, fully paid and nonassessable.

  • Prior to the Effective Time, Seller shall take or cause to be taken all corporate actions necessary to effectuate the treatment of Seller Restricted Shares contemplated by this Section 3.1(c).

  • As of March 30, 2007, there were 50,243,460 shares of Seller Common Stock (of which 559,500 were Seller Restricted Shares) and no shares of Seller Preferred Stock issued and outstanding.

  • The name of each holder or beneficiary of Seller Restricted Shares, together with the number of Seller Restricted Shares held by such holder (or to which the beneficiary is entitled) and the date(s) of vesting thereof are Previously Disclosed.

  • Except for 1,600 Seller Restricted Shares outstanding on the date hereof and previously forfeited awards, all shares previously awarded pursuant to Seller's RRP are fully vested and free from restrictions.

  • The school has a zero tolerance policy for any weapon play including but not limited to guns, knives, bows and arrows.

  • All Seller Stock Options and Seller Restricted Shares may, by their terms, be treated in accordance with Section 3.2(a).

  • Seller Restricted Shares shall be subject to repurchase by Purchaser pursuant to the provisions of the Escrow Agreement, as further described in Sections 2.6, 2.8, 2.16 and 10.

Related to Seller Restricted Shares

  • Company Restricted Shares Section 2.4(c)

  • Transfer Restricted Securities means Securities that bear or are required to bear the legend set forth in Section 2.3(b) hereto.

  • Company Restricted Share means each restricted share of Company Common Stock outstanding as of the Effective Time granted pursuant to any equity or compensation plan or arrangement of the Company.

  • Transfer Restrictions means restrictions that prohibit the sale, exchange, transfer, assignment, pledge, hypothecation, fractionalization, hedge or other disposal (including through the use of any cash-settled instrument), whether voluntarily or involuntarily by the Grantee, of an Award or any shares of Common Stock, cash or other property delivered in respect of an Award.

  • Transfer Restriction means any condition to or restriction on the ability of the Subscriber to pledge, sell, assign or otherwise transfer the Shares under any organizational document, policy or agreement of, by or with the Company, but excluding the restrictions on transfer described in paragraph 6(c) of this Subscription Agreement with respect to the status of the Shares as “restricted securities” pending their registration for resale or transfer under the Securities Act in accordance with applicable securities laws.

  • Existing Transfer Restrictions means Transfer Restrictions existing with respect to any securities by virtue of the fact that Counterparty may be an “affiliate” of the Issuer (as such term is defined in Rule 144 under the Securities Act).

  • Transfer-Restricted Security means any Security that constitutes a “restricted security” (as defined in Rule 144); provided, however, that such Security will cease to be a Transfer-Restricted Security upon the earliest to occur of the following events:

  • 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.

  • Restricted Share Agreement means the agreement between the Company and the recipient of a Restricted Share which contains the terms, conditions and restrictions pertaining to such Restricted Shares.

  • Company Restricted Stock means all shares of Company Common Stock, subject to vesting or other restrictions, whether granted pursuant to the Company Stock Plans or otherwise.

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

  • Transfer Restriction Event shall have the meaning specified in Section 2.11.

  • Restricted Share means a Share awarded to a Participant pursuant to Article 6 that is subject to certain restrictions and may be subject to risk of forfeiture.

  • Restricted Share Award means an award of Restricted Shares.

  • Company Restricted Stock Award means each award with respect to a share of restricted Company Common Stock outstanding under any Company Stock Plan that is, at the time of determination, subject to forfeiture or repurchase by the Company.

  • Restricted Share Unit means the right granted to a Participant pursuant to Article 7 to receive a Share at a future date.

  • Transfer Restricted Note means any Note that bears or is required to bear the Restricted Notes Legend.

  • Transfer Restricted Notes means Definitive Notes and any other Notes that bear or are required to bear the Restricted Notes Legend.

  • Restricted Stock Purchase Agreement means a written agreement between the Company and the Optionee evidencing the terms and restrictions applying to stock purchased under a Stock Purchase Right. The Restricted Stock Purchase Agreement is subject to the terms and conditions of the Plan and the Notice of Grant.

  • Restricted Stock Agreement means the agreement between the Company and the recipient of a Restricted Share that contains the terms, conditions and restrictions pertaining to such Restricted Share.

  • Purchased Shares has the meaning set forth in Section 2.01.

  • Transferred Shares means all or any portion of a Member’s Shares that the Member seeks to Transfer.

  • Transfer Restricted Global Notes means Global Notes that bear or are required to bear or are subject to the Restricted Notes Legend.

  • Award Shares means Shares covered by an outstanding Award or purchased under an Award.

  • Company Restricted Stock Unit means a restricted stock unit issued pursuant to any of the Company Equity Plans that remains outstanding as of immediately prior to the Effective Time (other than Company Performance Restricted Stock Units).

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