Vested Restricted Shares definition

Vested Restricted Shares means, as of any date of determination, Restricted Shares that by their terms have vested as of such date. A “Wrongful Solicitation” shall be deemed to occur when a Participant or former Participant directly or indirectly (except in the course of his employment with the Company), for the purpose of conducting or engaging in a Competing Business, calls upon, solicits, advises or otherwise does, or attempts to do, business with any Person who is, or was, during the then most recent 12-month period, a customer of the Company or any of its Affiliates, or takes away or interferes or attempts to take away or interfere with any custom, trade, business, patronage or affairs of the Company or any of its Affiliates, or hires or attempts to hire any Person who is, or was during the most recent 12-month period, an employee, officer, representative or agent of the Company or any of its Affiliates, or solicits, induces, or attempts to solicit or induce any person who is an employee, officer, representative or agent of the Company or any of its Affiliates to leave the employ of the Company or any of its Affiliates, or violate the terms of their contract, or any employment agreement, with it.

Vested Restricted Shares means Restricted Shares that have become vested in accordance with Section 3(d)(i), subject to the proviso set forth in the definition of “Unvested Restricted Shares” relating to a Termination Event resulting from termination by the Company or any of its Subsidiaries of the Purchaser’s employment for Cause or by the Purchaser of the Purchaser’s employment with the Company (if the Purchaser is then employed by the Company) or any of the Subsidiaries by whom the Purchaser is then employed without Employee Good Reason (unless termination from less than all of the Company and its Subsidiaries is otherwise agreed to or requested by the Company).

Vested Restricted Shares as used herein, shall mean (i) each share of Service-Based Restricted Stock on and following the time that the vesting condition set forth in Section 2(a) hereof has been actually or deemed satisfied as to such share, (ii) each share of Performance-Based Restricted Stock on and following the time that both the Service Condition and the Performance Condition have been actually or deemed satisfied as to such share and (iii) each share of Performance-Based Restricted Stock not described in the immediately preceding clause (ii) on an following the day prior to the seventh anniversary of the Effective Date, so long as the Executive remains employed by the Company on such day. Restricted Shares which have not become Vested Restricted Shares are hereinafter referred to as “Unvested Restricted Shares.”

Examples of Vested Restricted Shares in a sentence

• Trustees may participate in special meetings by conference telephone or similar communications equipment pursuant to which all Trustees participating in the meeting can hear each other at the same time and participation in this manner shall constitute presence in person at the special meeting.

• Certificates evidencing the Restricted Shares shall be issued by Parent and shall be registered in the Executive’s name on the stock transfer books of Parent promptly after the Effective Date, but shall remain in the physical custody of Parent or its designee at all times prior to, in the case of any particular Restricted Shares, becoming Vested Restricted Shares.

• As soon as practicable following the vesting of any Restricted Shares, certificates for such Vested Restricted Shares shall be delivered to the Executive or to the Executive’s legal representative along with the stock powers relating thereto.

• Grantee also understands that the Company is under no obligation to register, under any applicable securities laws, any resale of any of the Restricted Shares that become Vested Restricted Shares delivered to Grantee and that an exemption from such registration requirements may not be available or may not permit Grantee to resell or transfer any of such Vested Restricted Shares in the amounts or at the times proposed by Grantee.

• The Purchaser acknowledges and agrees that it shall have no rights as a Shareholder of the Company unless and only to the extent such Restricted Shares become Vested Restricted Shares in accordance with the terms of this Agreement.

More Definitions of Vested Restricted Shares

Vested Restricted Shares as used herein, shall mean each Restricted Share on and following the time that both the Service Condition and the Performance Condition set forth in Section 3(a) hereof have been satisfied as to such share and the Executive has paid any applicable taxes payable with respect to such share as set forth in Section 3(c) hereof. Restricted Shares which have not become Vested Restricted Shares are hereinafter referred to as “Unvested Restricted Shares.”

Vested Restricted Shares means Restricted Shares that are no longer subject to restrictions under Section 4 of this Agreement and have vested in accordance with Section 5 of this Agreement.

Vested Restricted Shares means, as of any date of determination, Restricted Shares that by their terms have vested as of such date.

Vested Restricted Shares means, as of any date of determination, Restricted Shares that are no longer subject to the Company's right of repurchase.

Vested Restricted Shares as used herein, shall mean (i) each share of Service-Based Restricted Stock on and following the time that the vesting condition set forth in Section 2(a) hereof has been actually or deemed satisfied as to such share, (ii) each share of Performance-Based Restricted Stock on and following the time that both the Service Condition and the Performance Condition have been actually or deemed satisfied as to such share, (iii) to the extent applicable, each share of Performance-Based Restricted Stock not described in the immediately preceding clause (ii) on and following its “Initial Call Date” (as defined in Section 5(b)(iii)) if, on such Initial Call Date and without regard to Section 5(b)(x), such share would be subject to the Call Option at a Call Price equal to the Fair Market Value of such share (as opposed to the lower of the Fair Market Value or the Initial Value of such share) and (iv) each share of Performance-Based Restricted Stock not described in the immediately preceding clauses (ii) and (iii) on an following the day prior to the seventh anniversary of the Effective Date, so long as the Executive remains employed by the Company on such day. Restricted Shares which have not become Vested Restricted Shares are hereinafter referred to as “Unvested Restricted Shares.”

Vested Restricted Shares means Class A Common Stock, the right to which (a) have already vested as of the Closing Date or (b) shall, as a result of the Merger, will accelerate in full and no longer be subject to any further vesting, right of repurchase, risk of forfeiture or other such conditions pursuant to a restricted stock purchase agreement.

Vested Restricted Shares means any Restricted Shares which, prior to the Effective Time, have vested in accordance with the terms of he plans, arrangements and/or agreements pursuant to which they were issued, together with any Restricted Shares that will vest at the Effective Time as a result of or in connection with the transactions contemplated by this Agreement.