Unvested Restricted Shares definition

Unvested Restricted Shares means Restricted Shares that the Company may repurchase in accordance with the terms and conditions hereof at the Repurchase Price specified in the first sentence of Section 3(c) because such Restricted Shares have not become Vested Restricted Shares in accordance with Section 3(d); provided, however, that notwithstanding any other provision of this Agreement to the contrary, in the event that a Termination Event occurring at any time results from termination of the Purchaser’s employment by the Company or any of its Subsidiaries for Cause or termination by the Purchaser of the Purchaser’s employment with the Company (if the Purchaser is then employed by the Company) or any of its Subsidiaries by whom the Purchaser is then employed (unless termination from less than all of the Company and its Subsidiaries is otherwise agreed to or requested by the Company) without Employee Good Reason (and not due to death, Disability or Retirement), all of the Restricted Shares shall be deemed to be Unvested Restricted Shares.
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Unvested Restricted Shares means all the Restricted Shares other than Vested Restricted Shares.
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Unvested Restricted Shares means the Restricted Shares held by a Restricted Shareholder that are not yet vested pursuant to the relevant Equity Participation Agreement; and
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Examples of Unvested Restricted Shares in a sentence

  • Upon any forfeiture of Unvested Restricted Shares, Grantee shall have no further rights with respect to those Unvested Restricted Shares, but the forfeiture of Unvested Restricted Shares shall not invalidate any votes or consents made or executed by Grantee with respect to those Unvested Restricted Shares before their forfeiture or create any obligation to repay any cash dividend or other cash distribution received with respect to those Unvested Restricted Shares before their forfeiture.

  • Unvested Restricted Shares shall not be transferred, encumbered or otherwise disposed of in any manner whatsoever.

  • Without limiting the preceding sentence, Grantee shall be entitled to receive any cash dividends or other cash distributions paid or made by the Company with respect to the Unvested Restricted Shares, without deposit into escrow, and any other distributions of property with respect to the Unvested Restricted Shares shall be deposited into escrow in accordance with Section 8(b).

  • Upon the Executive’s cessation of employment with the Company or any Affiliate of the Parent due to a termination for Cause at any time, all Unvested Restricted Shares shall be forfeited by the Executive without the receipt of consideration.

  • Notwithstanding the above, Section 4.1 of the Stockholders’ Agreement (“Tag-Along”) shall not apply to Unvested Restricted Shares.

  • Subject to this Agreement, Grantee shall have all of the rights of a shareholder with respect to the Restricted Shares, including the Unvested Restricted Shares while they are held in escrow, including the right to vote the Restricted Shares and to receive any and all dividends and other distributions made with respect to the Restricted Shares.

  • Any Unvested Restricted Shares that remain outstanding 12 months following the date of the Executive’s termination due to death or Disability shall be forfeited by the Executive without the receipt of consideration.

  • The Unvested Restricted Shares shall vest and become nonforfeitable Vested Shares in accordance with Schedule I attached hereto.

  • Grantee shall have no further right to or interest in any Unvested Restricted Shares that are so forfeited and transferred.

  • All Restricted Shares shall initially be Unvested Restricted Shares.


More Definitions of Unvested Restricted Shares

Unvested Restricted Shares means outstanding shares of restricted Common Stock granted pursuant to any of the Company Plans.
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Unvested Restricted Shares are the Restricted Shares that are subject to Forfeiture Restrictions (i.e., Restricted Shares that have not been released from the Forfeiture Repurchase Option). In addition, if Grantee breaches any of the terms and conditions of this Agreement or the Plan, or any rules and regulations of the Committee for this Agreement or the Plan, the Company shall have a Forfeiture Repurchase Option to the same extent as if there had been a Forfeiture Cessation, except that, for this purpose, the “Termination Date” shall be the date of such breach, and the “Forfeiture Repurchase Period” shall be a period of ninety (90) days from the date of the Committee’s discovery of such breach. In addition, if the Change of Control contemplated by the Control Transaction Agreement (as originally entered into or as may be amended or supplemented) does not occur within one year after the Effective Date, the Company shall have a Forfeiture Repurchase Option to the same extent as if there had been a Forfeiture Cessation, except that, for this purpose, the “Termination Date” shall be the date that is the final day of such one year period, and the “Forfeiture Repurchase Period” shall be a period of ninety (90) days from such final day of such one year period. The Forfeiture Repurchase Option shall be exercisable by written notice delivered to Grantee before the expiration of the Forfeiture Repurchase Period. The notice shall indicate the number of the Unvested Restricted Shares to be repurchased and the date on which the repurchase is to be effected, such date to be not later than fifteen (15) days after the expiration of the Forfeiture Repurchase Period. On the date of the repurchase, the Company and/or its assignee(s) shall pay to Grantee, at the Company’s and/or each assignee’s option, in cash, by check of the Company and/or such assignee, by cancellation of all or a portion of any indebtedness of Grantee to the Company or such assignee, or a combination of the foregoing, an amount equal to the Repurchase Price for each of the Unvested Restricted Shares that is to be repurchased from Grantee. Upon such payment to Grantee or deposit of such amount into escrow for the benefit of Grantee, the Company and/or its assignee(s) shall become the legal and beneficial owner of the Unvested Restricted Shares being repurchased and all rights and interests therein or related thereto, and the Company shall have the right to transfer to its own name or to the names of its assignee(s) the Unvested Re...
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Unvested Restricted Shares means any Restricted Shares which, immediately prior to the Effective Time, have not vested in accordance with the terms of the plans, arrangements and/or agreements pursuant to which they were issued, but excluding any Restricted Shares that will vest at the Effective Time as a result of or in connection with the transactions contemplated by this Agreement.
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Unvested Restricted Shares shall have the meaning set forth in Section 4.3(b).
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Related to Unvested Restricted Shares

  • Company Restricted Shares Section 2.4(c)

  • 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.

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

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

  • 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 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.

  • 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.

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

  • 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.

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

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

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

  • Unvested Units means those Units listed as unvested Units in the books and records of the Partnership, as the same may be amended from time to time in accordance with this Agreement.

  • Age-restricted unit means a housing unit designed to meet the needs of, and exclusively for, the residents of an age-restricted segment of the population such that: 1) all the residents of the development wherein the unit is situated are 62 years of age or older; or 2) at least 80 percent of the units are occupied by one person who is 55 years of age or older; or 3) the development has been designated by the Secretary of the U.S. Department of Housing and Urban Development as “housing for older persons” as defined in Section 807(b)(2) of the Fair Housing Act, 42 U.S.C. § 3607.

  • 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).

  • Unrestricted Shares means a grant of Shares made on an unrestricted basis pursuant to Section 13 of the Plan.

  • 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 Unit Award means a right to receive Ordinary Shares which is granted pursuant to the terms and conditions of Section 6(b).

  • 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.

  • Forfeiture Restrictions means any prohibitions and restrictions set forth herein with respect to the sale or other disposition of Shares issued to the Recipient hereunder and the obligation to forfeit and surrender such shares to the Company.

  • Restricted Stock Grant means Shares awarded under the Plan as provided in Section 9.

  • Restricted Stock means Shares issued pursuant to a Restricted Stock award under Section 7 of the Plan, or issued pursuant to the early exercise of an Option.

  • Deferred Shares means an award made pursuant to Section 7 of this Plan of the right to receive Common Shares at the end of a specified Deferral Period.