Number of Shares Clause Example with 7 Variations from Business Contracts
This page contains Number of Shares clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Number of Shares. The number of Restricted Stock Units/shares subject to your Award may be adjusted from time to time for Capitalization Adjustments, as provided in the Plan. Any additional Restricted Stock Units, shares, cash or other property that becomes subject to the Award pursuant to this Section 3, if any, shall be subject, in a manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as applicable to the other Restricted Stock Un...its and shares covered by your Award. Notwithstanding the provisions of this Section 3, no fractional shares or rights for fractional shares of Common Stock shall be created pursuant to this Section 3. Any fraction of a share will be rounded down to the nearest whole share. 1 4. SECURITIES LAW COMPLIANCE. You may not be issued any Common Stock under your Award unless the shares of Common Stock underlying the Restricted Stock Units are either (i) then registered under the Securities Act, or (ii) the Company has determined that such issuance would be exempt from the registration requirements of the Securities Act. Your Award must also comply with other applicable laws and regulations governing the Award, and you shall not receive such Common Stock if the Company determines that such receipt would not be in material compliance with such laws and regulations.View More
Variations of a "Number of Shares" Clause from Business Contracts
Number of Shares. (a) The number of Restricted Stock Units/shares PRSUs subject to your the Award may be adjusted from time to time for Capitalization Adjustments, as provided in the Plan. (b) Any additional Restricted Stock Units, shares, cash or other property that becomes subject to the Award pursuant to this Section 3, 3 and Section 7, if any, shall will be subject, in a manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as app...licable to the other Restricted Stock Units and shares PRSUs covered by your the Award. (c) Notwithstanding the provisions of this Section 3, no fractional shares or rights for fractional shares of Common Stock shall will be created pursuant to this Section 3. Any fraction of a share will The Board will, in its discretion, determine an equivalent benefit for any fractional shares or fractional shares that might be rounded down created by the adjustments referred to the nearest whole share. 1 4. in this Section 3.4. SECURITIES LAW AND OTHER COMPLIANCE. You may not be issued any Common Stock shares under your the Actual Award unless either (a) the shares of Common Stock underlying the Restricted Stock Units are either (i) then registered under the Securities Act, Act; or (ii) (b) the Company has determined that such issuance would be exempt from the registration requirements of the Securities Act. Your The Award also must also comply with other applicable laws and regulations governing the Award, and you shall will not receive such Common Stock be issued any shares under the Award if the Company determines that such receipt issuance would not be in material compliance with such laws and regulations. regulations.5. TRANSFER RESTRICTIONS. (a) General. Prior to the time that shares of Common Stock have been delivered to you, you may not transfer, pledge, sell or otherwise dispose of the Award or the shares issuable in respect of the Award, except as expressly provided in this Section 5. For example, you may not use shares that may be issued in respect of the Award as security for a loan. The restrictions on transfer set forth herein will lapse upon delivery to you of shares in respect of the vested portion of the Award.(b) Death. The Award is transferable by will and by the laws of descent and distribution. In addition, upon receiving written permission from the Board or its duly authorized designee, you may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company and any broker designated by the Company to effect transactions under the Plan, designate a third party who, in the event of your death, will thereafter be entitled to receive any distribution of Common Stock or other consideration to which you were entitled at the time of your death pursuant to this Agreement. In the absence of such a designation, your executor or administrator of your estate or, as applicable, your legal heirs, will be entitled to receive, on behalf of your estate, such Common Stock or other consideration. (c) Certain Trusts. Upon receiving written permission from the Board or its duly authorized designee, you may transfer the Award to a trust if you are considered to be the sole beneficial owner (determined under Section 671 of the Code and applicable state law) while the Award is held in the trust, provided that you and the trustee enter into transfer and other agreements required by the Company. (d) Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer the Award or your right to receive the distribution of Common Stock or other consideration thereunder, pursuant to a domestic relations order that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of the Award with the Company prior to finalizing the domestic relations order to help ensure the required information is contained within the domestic relations order. View More
Number of Shares. The (a)The number of Restricted Stock Units/shares units/shares subject to your the Award may be adjusted from time to time for Capitalization Adjustments, as provided in the Plan. Any additional Restricted Stock Units, (b)Any shares, cash or other property that becomes subject to the Award pursuant to this Section 3, 3 and Section 7, if any, shall will be subject, in a manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of de...livery as applicable to the other Restricted Stock Units and shares covered by your the Award. Notwithstanding (c)Notwithstanding the provisions of this Section 3, no fractional shares or rights for fractional shares of Common Stock shall will be created pursuant to this Section 3. Any fraction of a share will The Board will, in its 3. discretion, determine an equivalent benefit for any fractional shares or fractional shares that might be rounded down created by the adjustments referred to the nearest whole share. 1 4. SECURITIES in this Section 3.4.SECURITIES LAW AND OTHER COMPLIANCE. You may not be issued any Common Stock shares under your the Award unless either (a) the shares of Common Stock underlying the Restricted Stock Units are either (i) then registered under the Securities Act, Act; or (ii) (b) the Company has determined that such issuance would be exempt from the registration requirements of the Securities Act. Your The Award also must also comply with other applicable laws and regulations governing the Award, and you shall will not receive such Common Stock shares if the Company determines that such receipt would not be in material compliance with such laws and regulations. regulations.5.TRANSFER RESTRICTIONS. (a)General. Prior to the time that shares of Common Stock have been delivered to you, you may not transfer, pledge, sell or otherwise dispose of this Award or the shares issuable in respect of the Award, except as expressly provided in this Section 5. For example, you may not use shares that may be issued in respect of the Award as security for a loan. The restrictions on transfer set forth herein will lapse upon delivery to you of shares in respect of the vested portion of the Award.(b)Death. The Award is transferable by will and by the laws of descent and distribution. In addition, upon receiving written permission from the Board or its duly authorized designee, you may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company and any broker designated by the Company to effect transactions under the Plan, designate a third party who, in the event of your death, will thereafter be entitled to receive any distribution of Common Stock or other consideration to which you were entitled at the time of your death pursuant to this Agreement. In the absence of such a designation, your executor or administrator of your estate will be entitled to receive, on behalf of your estate, such Common Stock or other consideration. (c)Certain Trusts. Upon receiving written permission from the Board or its duly authorized designee, you may transfer the Award to a trust if you are considered to be the sole beneficial owner (determined under Section 671 of the Code and applicable state law) while the Award is held in the trust, provided that you and the trustee enter into transfer and other agreements required by the Company. (d)Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer the Award or your right to receive the distribution of Common Stock or other consideration thereunder, pursuant to a domestic relations order that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of this Award with the Company prior to finalizing the domestic relations order to help ensure the required information is contained within the domestic relations order. View More
Number of Shares. The (a)The number of Restricted Stock Units/shares shares subject to your Award may be adjusted from time to time for Capitalization Adjustments, as provided in the Plan. Any additional Restricted Stock Units, (b)Any shares, cash or other property that becomes subject to the Award pursuant to this Section 3, if any, shall be subject, in a manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as applicable to the othe...r Restricted Stock Units and shares covered by your Award. Notwithstanding (c)Notwithstanding the provisions of this Section 3, no fractional shares or rights for fractional shares of Common Stock shall be created pursuant to this Section 3. Any fraction of a share will The Board shall, in its discretion, determine an equivalent benefit for any fractional shares or fractional shares that might be rounded down created by the adjustments referred to the nearest whole share. 1 4. SECURITIES LAW COMPLIANCE. in this Section 3.4.Compliance with Law. You may not be issued any Common Stock shares under your Award unless either (i) the shares of Common Stock underlying the Restricted Stock Units are either (i) then registered under the Securities Act, Act; or (ii) the Company has determined that such issuance would be exempt from the registration requirements of the Securities Act. Your Award also must also comply with other applicable securities and exchange control laws and regulations governing relevant to the Award, Company and the offer of the RSUs and the underlying shares of Common Stock, and you shall will not receive such Common Stock shares if the Company determines that such receipt would not be in material compliance with such laws and regulations. You understand that the Company is under no obligation to register or qualify the shares of Common Stock with the SEC or any state or non-U.S. securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the shares of Common Stock. Further, you agree that the Company shall have unilateral authority to amend this Agreement without your consent, to the extent necessary to comply with securities or other laws applicable to the issuance of shares of Common Stock.5.Limitations on Transfer. Your Award is not transferable, except by will or by applicable laws of descent and distribution. In addition to any other limitation on transfer created by applicable securities laws, you agree not to assign, hypothecate, donate, encumber or otherwise dispose of any interest in any of the shares of Common Stock subject to the Award until the shares are issued to you in accordance with Section 6 of this Agreement. After the shares have been issued to you, you are free to assign, hypothecate, donate, encumber or otherwise dispose of any interest in such shares provided that any such actions are in compliance with the provisions herein and applicable securities laws. Notwithstanding the foregoing and to the extent permitted by applicable laws, (i) by delivering written notice to the Company, in a form satisfactory to the Company, you may designate a third party who, in the event of your death, shall thereafter be entitled to receive any distribution of Common Stock to which you were entitled at the time of your death pursuant to this Agreement or (ii) upon receiving written permission from the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your right to receive the distribution of Common Stock or other consideration hereunder, pursuant to a domestic relations order or marital settlement agreement that contains the information 3. required by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of this Award with the Company General Counsel prior to finalizing the domestic relations order or marital settlement agreement to verify that you may make such transfer, and if so, to help ensure the required information is contained within the domestic relations order or marital settlement agreement.6.Date of Issuance. The Company will deliver to you a number of shares of the Company's Common Stock equal to the number of vested shares subject to your Award, including any additional shares received pursuant to Section 3 above that relate to those vested shares on the applicable vesting date(s). However, if a scheduled delivery date falls on a date that is not a U.S. business day, such delivery date shall instead fall on the next following U.S. business day. The form of such delivery (e.g., a stock certificate or electronic entry evidencing such shares) shall be determined by the Company. View More
Number of Shares. The number of Restricted Stock Units/shares Units subject to your Award may be adjusted from time to time for Capitalization Adjustments, as provided in the Plan. Any additional Restricted Stock Units, shares, cash or other property that becomes subject to the Award pursuant to this Section 3, if any, shall be subject, in a manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as applicable to the other Restricted St...ock Units and shares covered by your Award. Notwithstanding the provisions of this Section 3, no fractional shares or rights for fractional shares of Common Stock shall be created pursuant to this Section 3. Any fraction of a share will be rounded down to the nearest whole share. 1 4. SECURITIES share.4.SECURITIES LAW COMPLIANCE. You may not be issued any Common Stock under your Award unless the shares of Common Stock underlying the Restricted Stock Units are either (i) then registered under the Securities Act, or (ii) the Company has determined that such issuance would be exempt from the registration requirements of the Securities Act. Your Award must also comply with other applicable laws and regulations governing the Award, and you shall not receive such Common Stock if the Company determines that such receipt would not be in material compliance with such laws and regulations. regulations.5.TRANSFER RESTRICTIONS. Prior to the time that shares of Common Stock have been delivered to you, you may not transfer, pledge, sell or otherwise dispose of this Award or the shares issuable in respect of your Award, except as expressly provided in this Section 5. For example, you may not use shares that may be issued in respect of your Restricted Stock Units as security for a loan. The restrictions on transfer set forth herein will lapse upon delivery to you of shares in respect of your vested Restricted Stock Units. (a) Death. Your Award is transferable by will and by the laws of descent and distribution. At your death, vesting of your Award will cease (subject to any accelerated vesting upon your death in accordance with Section 2 of this Agreement) and your executor or administrator of your estate shall be entitled to receive, on behalf of your estate, any Common Stock or other consideration that vested but was not issued before your death (including with respect to any portion of the Award that vests upon your death in accordance with Section 2 of this Agreement). (b) Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your right to receive the distribution of Common Stock or other consideration hereunder, pursuant to a domestic relations order, marital settlement agreement or other divorce or separation instrument as permitted by applicable law that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of this Award with the Company General Counsel prior to finalizing the domestic relations order or marital settlement agreement to verify that you may make such transfer, and if so, to help ensure the required information is contained within the domestic relations order or marital settlement agreement. View More
Number of Shares. (a) The number of Restricted Stock Units/shares units/shares subject to your the Award may be adjusted from time to time for Capitalization Adjustments, capitalization adjustments as provided in Section 13(a) of the Plan. Plan (a "Capitalization Adjustment"). (b) Any additional Restricted Stock Units, units, shares, cash or other property that becomes become subject to the Award pursuant to this Section 3, 3 if any, shall will be subject, in a manner determined by the Board, to the same forfeitu...re restrictions, restrictions on transferability, and time and manner of delivery as applicable to the other Restricted Stock Units and shares covered by your the Award. (c) Notwithstanding the provisions of this Section 3, no fractional shares or rights for fractional shares of Common Stock shall will be created pursuant to this Section 3. Any fraction of a share will The Board will, in its discretion, determine an equivalent benefit for any fractional shares or fractional shares that might be rounded down created by the adjustments referred to the nearest whole share. in this Section 3. 1 4. SECURITIES LAW AND OTHER COMPLIANCE. You may not be issued any Common Stock shares under your the Award unless either (a) the shares of Common Stock underlying the Restricted Stock Units are either (i) then registered under the Securities Act, Act; or (ii) (b) the Company has determined that such issuance would be exempt from the registration requirements of the Securities Act. Your The Award also must also comply with other applicable laws and regulations Applicable Laws governing the Award, and you shall will not receive such Common Stock shares if the Company determines that such receipt would not be in material compliance with such laws and regulations. View More
Number of Shares. The number of Restricted Stock Units/shares Units subject to your Award may be adjusted from time to time for Capitalization Adjustments, as provided in the Plan. Any additional Restricted Stock Units, shares, cash or other property that becomes subject to the Award pursuant to this Section 3, if any, shall will be subject, in a manner determined by the Board, Board to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as applicable to the other Re...stricted Stock Units and shares covered by your Award. Notwithstanding the provisions of this Section 3, no fractional shares or rights for fractional shares of Common Stock shall will be created pursuant to this Section 3. Any fraction of a share will be rounded down to the nearest whole share. 1 4. share.4. SECURITIES LAW COMPLIANCE. You may not be issued any Common Stock under your Award unless the shares of Common Stock underlying the Restricted Stock Units are either (i) then registered under the Securities Act, or (ii) the Company has determined that such issuance would be exempt from the registration requirements of the Securities Act. Your Award must also comply with other applicable laws and regulations governing the Award, and you shall will not receive such Common Stock if the Company determines that such receipt would not be in material compliance with such laws and regulations. regulations.5. TRANSFER RESTRICTIONS. Prior to the time that shares of Common Stock have been delivered to you, you may not transfer, pledge, sell or otherwise dispose of this Award or the shares issuable in respect of your Award, except as expressly provided in this Section 5. For example, you may not use shares that may be issued in respect of your Restricted Stock Units as security for a loan. The restrictions on transfer set forth herein will lapse upon delivery to you of shares in respect of your vested Restricted Stock Units.(a) Death. Your Award is transferable by will and by the laws of descent and distribution. At your death, vesting of your Award will accelerate as provided in Section 2 and your personal representative will be entitled to receive, on behalf of your estate, any Common Stock or other consideration that vested (including as a result of vesting acceleration due to your death as provided in Section 2) but was not issued before your death. View More
Number of Shares. The number of Restricted Stock Units/shares subject to your Award may be adjusted from time to time for Capitalization Adjustments, as provided in pursuant to Sections 3 and 20 of the Plan. Any additional Restricted Stock Units, shares, cash or other property that becomes subject to the Award pursuant to this Section 3, if any, shall be subject, in a manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as applicable... to the other Restricted Stock Units and shares covered by your Award. Notwithstanding the provisions of this Section 3, no fractional shares or rights for fractional shares of Common Stock shall be created pursuant to this Section 3. Any Fractions of a share will not be issued but will either be replaced by a cash payment equal to the Fair Market Value of such fraction of a share or will be rounded down up to the nearest whole share. 1 share, as determined by the Committee. 3 4. SECURITIES LAW COMPLIANCE. Securities Law Compliance. You may not be issued any Common Stock under your Award unless the shares of Common Stock underlying the Restricted Stock Units are either (i) then registered under the Securities Act, or (ii) the Company has determined that such issuance would be exempt from the registration requirements of the Securities Act. Your Award must also comply with other applicable laws and regulations governing the Award, and you shall not receive such Common Stock if the Company determines that such receipt would not be in material compliance with such laws and regulations. View More
