Restrictions and Conditions Contract Clauses (190)

Grouped Into 6 Collections of Similar Clauses From Business Contracts

This page contains Restrictions and Conditions clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Restrictions and Conditions. (a) Any book entries for the shares of Restricted Stock granted herein shall bear an appropriate legend, as determined by the Administrator in its sole discretion, to the effect that such shares are subject to restrictions as set forth herein and in the Plan. (b) Shares of Restricted Stock granted herein may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by the Grantee prior to vesting. (c) If the Grantee's employment with the Company and its Subsidiaries is v...oluntarily or involuntarily terminated for any reason (including death) prior to vesting of shares of Restricted Stock granted herein, all shares of Restricted Stock shall immediately and automatically be forfeited and returned to the Company. View More
Restrictions and Conditions. (a) Any certificates or book entries for the shares of Restricted Stock granted herein shall bear an appropriate legend, as determined by the Administrator Committee in its sole discretion, to the effect that such shares are subject to restrictions as set forth herein and in the Plan. (b) Shares of Restricted Stock granted herein may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by the Grantee prior to vesting. (c) If the Grantee's employment with the Company... and its Subsidiaries is voluntarily or involuntarily terminated for any reason (including death) prior to vesting of shares of Restricted Stock granted herein, all shares of Restricted Stock shall immediately and automatically be forfeited and returned to the Company. View More
Restrictions and Conditions. (a) Any book entries for the shares of Restricted Stock Shares granted herein shall bear an appropriate legend, as determined by the Administrator Committee in its sole discretion, to the effect that such shares are subject to restrictions as set forth herein and in the Plan. (b) Restricted Shares of Restricted Stock granted herein may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by the Grantee prior to vesting. (c) If the Grantee's employment with the Compa...ny and or its Subsidiaries Affiliates is voluntarily or involuntarily terminated for any reason (including death) prior to vesting of the Restricted Shares granted herein, all unvested shares of Restricted Stock granted herein, all shares of Restricted Stock Shares shall immediately and automatically be forfeited and returned to the Company. View More
Restrictions and Conditions. (a) Any book entries for the shares of Restricted Stock granted herein shall bear an appropriate legend, as determined by the Administrator in its sole discretion, to the effect that such shares are subject to restrictions as set forth herein and in the Plan. (b) Shares of Restricted Stock granted herein may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by the Grantee prior to vesting. (c) If Except as may otherwise be provided by the Administrator, if the Gr...antee's employment with the Company and its Subsidiaries is voluntarily or involuntarily terminated for any reason (including death) prior to vesting of shares of Restricted Stock granted herein, all shares of Restricted Stock shall immediately and automatically be forfeited and returned to the Company. View More
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Restrictions and Conditions. (a) The records of ARP OP evidencing the LTIP Units shall bear an appropriate legend, as determined by ARP OP in its sole discretion, to the effect that such LTIP Units are subject to restrictions as set forth herein and in the Partnership Agreement. (b) The LTIP Units may not be sold, transferred, pledged, exchanged, hypothecated or otherwise disposed of by the Grantee prior to the time that they Vest (as defined below). (c) Any of the LTIP Units (and the proportionate amount of the Grantee's C...apital Account balance attributable to such LTIP Units) that have not Vested on or before the date that the Grantee's employment with the Company and its Affiliates terminates shall be forfeited as of the date that such employment terminates. View More
Restrictions and Conditions. (a) The records of ARP GMR OP evidencing the LTIP Units granted herein shall bear an appropriate legend, as determined by ARP GMR OP in its sole discretion, to the effect that such LTIP Units are subject to restrictions as set forth herein and in the Partnership Agreement. (b) The LTIP Units granted herein may not be sold, transferred, pledged, exchanged, hypothecated or otherwise disposed of by the Grantee prior to vesting as contemplated in Section 3 or 4 of this Agreement. (c) Subject to the ...time that they Vest (as defined below). (c) Any provisions of the Section 4 below, any LTIP Units (and the proportionate amount of the Grantee's Capital Account balance attributable to such LTIP Units) subject to this Award that have not Vested become vested on or before the date that the Grantee's employment with the Company and its Affiliates terminates shall be forfeited as of the date that such employment terminates. View More
Restrictions and Conditions. (a) The records of ARP OP evidencing the LTIP Units granted herein shall bear an appropriate legend, as determined by ARP OP in its sole discretion, to the effect that such LTIP Units are subject to restrictions as set forth herein and in the Partnership Agreement. (b) The LTIP Units granted herein may not be sold, transferred, pledged, exchanged, hypothecated or otherwise disposed of by the Grantee prior to vesting. (c) Subject to the time that they Vest (as defined below). (c) Any provisions o...f the Section 4 below, any LTIP Units (and the proportionate amount of the Grantee's Capital Account balance attributable to such LTIP Units) subject to this Award that have not Vested become vested on or before the date that the Grantee's employment with the Company and its Affiliates (as defined in the Plan) terminates shall be forfeited as of the date that such employment terminates. View More
Restrictions and Conditions. (a) The records of ARP OP the Operating Partnership evidencing the LTIP Units granted herein shall bear an appropriate legend, as determined by ARP OP the Operating Partnership in its sole discretion, to the effect that such LTIP Units are subject to restrictions as set forth herein and in the Partnership Agreement. (b) The LTIP Units granted herein may not be sold, transferred, pledged, exchanged, hypothecated or otherwise disposed of by the Grantee prior to vesting. (c) Subject to the time tha...t they Vest (as defined below). (c) Any provisions of the Section 4 below, any LTIP Units (and the proportionate amount of the Grantee's Capital Account balance attributable to such LTIP Units) subject to this Award that have not Vested become vested on or before the date that the Grantee's employment with the Company and its Affiliates (as defined in the Plan) terminates shall be forfeited as of the date that such employment terminates. View More
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Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions: (i) Subject to clauses (ii), (iii) and (iv) below, the period of restriction with respect to Shares granted hereunder (the "Restriction Period") shall begin on the date hereof and lapse, solely to the extent the Grantee has not had a Termination of Service, on the following schedule: Date Restriction Lapses Number of Shares [], 20[] [] [], 20[] [] [], 20[] [...] For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber or assign the Shares of Restricted Stock awarded under the Plan (or have such Shares attached or garnished). (ii) Except as provided in the foregoing clause (i), below in this clause (ii) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted Stock (whether or not vested), all of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock. (iii) Subject to clause (iv) below, upon the Grantee's Termination of Service for any reason during the Restriction Period, all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such Shares. (iv) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Compensation Committee (or if no Compensation Committee is appointed, the Board), and the termination of such successor service shall be treated as the applicable termination. View More
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions: (i) Subject to clauses (ii), (iii) (iii), (iv) and (iv) (v) below, the period of restriction with respect to Shares granted hereunder (the "Restriction Period") shall begin on the date hereof and lapse, solely to the extent the Grantee has not had a Termination of Service, on the following schedule: Date Restriction Lapses Lapses: Number of Shares [], 20[] [] []..., 20[] [] [], 20[] [] Shares: [—], 20 [— ] [—], 20 [— ] [—], 20 [— ] For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber or assign the Shares of Restricted Stock awarded under the Plan (or have such Shares attached or garnished). (ii) Except as provided in the foregoing clause (i), below in this clause (ii) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted Stock (whether or not vested), all of the rights of a stockholder of the Company, Shareholder, including the right to vote the Shares and [and the right to receive any cash dividends. dividends]. Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock. (iii) Subject to clause (iv) below, upon the Grantee's Termination of Service by for any reason during the Restriction Period, all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such Shares. Grantee. (iv) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this paragraph Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Compensation Committee Administrator (or if no Compensation Committee Administrator is appointed, the Board), and the termination of such successor service shall be treated as the applicable termination. (v) For purposes of this Agreement, a "Termination of Service" shall mean the time when the employee-employer relationship or directorship, or other service relationship, between the Grantee and the Company (or an Affiliated Company) is terminated for any reason, with or without Cause, including, but not limited to, any termination by resignation, discharge, death or retirement. The Administrator, in its absolute discretion, shall determine the effects of all matters and questions relating to Termination of Service, including, but not limited to, the question of whether any Termination of Service was for Cause and all questions of whether particular leaves of absence constitute Terminations of Service. For this purpose, the service relationship shall be treated as continuing intact while the Grantee is on military leave, sick leave or other bona fide leave of absence (to be determined in the discretion of the Administrator). View More
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Restrictions and Conditions. (a) The Performance Stock Units granted herein may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by the Grantee. (b) Except as otherwise provided herein, if the Grantee's employment with the Company and its Subsidiaries is voluntarily or involuntarily terminated for any reason (other than death or disability) prior to the last day of the Performance Period, all Performance Stock Units shall be immediately and automatically forfeited to the Company upon termin...ation of employment, without payment of any consideration to the Grantee. The Grantee shall have no further rights with respect to the Performance Stock Units or to receive shares of Stock with respect thereto. (c) Notwithstanding the foregoing, if the Grantee's employment or service is terminated by reason of death or disability (as determined by the Administrator): (i) if the date of termination of service is within the last twelve months of the Performance Period, then the determination of number of Performance Stock Units earned and vested will be conducted as if the Participant had not terminated employment; and (ii) if the date of termination of service is within the first twenty-four months of the Performance Period, then the number of Performance Stock Units earned and vested shall be determined by multiplying the Target Award by a fraction, the numerator of which is the number of days from the start of the Performance Period to and including the date of termination of service, and the denominator of which is the number of days in the Performance Period. View More
Restrictions and Conditions. (a) The Performance Stock Units granted herein may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by the Grantee. (b) Except as otherwise provided herein, if the Grantee's employment with the Company and its Subsidiaries is voluntarily or involuntarily terminated for any reason (other than death death, disability or disability) due to Normal Retirement (as defined below)) prior to the last day of the Performance Period, all Performance Stock Units shall be imm...ediately and automatically forfeited to the Company upon termination of employment, without payment of any consideration to the Grantee. The Grantee shall have no further rights with respect to the Performance Stock Units or to receive shares of Stock with respect thereto. (c) Notwithstanding the foregoing, if the Grantee's employment or service is terminated by reason of death or disability (as determined by the Administrator): (i) if the date of termination of service is within the last twelve months of the Performance Period, then the determination of number of Performance Stock Units earned and vested will be conducted as if the Participant had not terminated employment; and (ii) if the date of termination of service is within the first twenty-four months of the Performance Period, then the number of Performance Stock Units earned and vested shall be determined by multiplying the Target Award by a fraction, the numerator of which is the number of days from the start of the Performance Period to and including the date of termination of service, and the denominator of which is the number of days in the Performance Period, with such date of termination of service being a Payment Date under Section 4. (d) Notwithstanding the foregoing, if the Grantee's employment or service is terminated due to Normal Retirement (as defined below) prior to the last day of the Performance Period, then the Performance Stock Units shall continue to vest in accordance with the vesting provisions of this Section 2(d) and be settled on the Payment Date, but only if Grantee (i) has complied with the provisions of Section 10 at all times during his or her employment, (ii) continues to comply with the provisions of Section 10, and (iii) if deemed necessary by the Company to have an enforceable non-compete similar to that provided in Section 10(b), then to execute and not revoke or violate a separate Non-Competition Agreement the terms of which are substantially similar to those set forth in Section 10 below. For the avoidance of doubt, if (A) the Grantee violates the provisions of Section 10, (B) fails to execute a Non-Competition Agreement as may be requested by the Company, (C) revokes or violates any Non-Competition Agreement so executed, or (D) the obligations set forth in Section 10(b) or the Non-Competition Agreement are deemed unenforceable, then the Performance Stock Units shall not continue to vest pursuant to this Section 2(d) and any unvested Performance Stock Units shall be immediately and automatically forfeited to the Company without any further action required by the Company. The portion of the Performance Stock Units that are eligible to vest in accordance with this Section 2(d) shall be determined by multiplying (A) the Earned Performance Stock Units determined pursuant to Section 3 below for the entire Performance Period, by (B) a fraction, the numerator of which is the number of days the Grantee was continually employed since the beginning of the Performance Period and the denominator of which is the number of days in the Performance Period. View More
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Restrictions and Conditions. Subject to the provisions of the Equity Plan and this Program, except as may otherwise be permitted by the Compensation Committee, a Participant shall not be permitted voluntarily or involuntarily to sell, assign, transfer, or otherwise encumber or dispose of the restricted stock units or an Award; provided that the foregoing restriction shall not apply to Shares actually issued to a Participant.
Restrictions and Conditions. Subject to the provisions of the Equity Plan and this Program, except as may otherwise be permitted by the Compensation Committee, a Participant shall not be permitted voluntarily or involuntarily to sell, assign, transfer, or otherwise encumber or dispose of the restricted stock units Restricted Stock or an Award; provided that the foregoing restriction shall not apply to Shares actually issued to a Participant. Participant pursuant to Section 7 above that are no longer subject to a risk of for...feiture. View More
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Restrictions and Conditions. (a) Any book entries for the shares of Restricted Stock granted herein shall bear an appropriate legend, as determined by the Committee in its sole discretion, to the effect that such shares are subject to restrictions as set forth herein and in the Plan. (b) Shares of Restricted Stock granted herein may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by the Grantee prior to vesting. (c) If the Grantee's employment with the Company and its Subsidiaries is volun...tarily or involuntarily terminated for any reason (including death) prior to vesting of shares of Restricted Stock granted herein, all shares of Restricted Stock shall immediately and automatically be forfeited and returned to the Company. 1 3. Vesting of Restricted Stock. The restrictions and conditions in Paragraph 2 of this Agreement shall lapse on the date(s) specified in the following schedule so long as the Grantee remains an employee of the Company or a Subsidiary on such date(s). If a series of vesting dates is specified, then the restrictions and conditions in Paragraph 2 shall lapse only with respect to the number of shares of Restricted Stock specified as vested on such date. Shares Vested Vesting Date ( %) ( %) ( %) ( %) ( %) Subsequent to such date(s), the shares of Stock on which all restrictions and conditions have lapsed shall no longer be deemed Restricted Stock. The Committee may at any time accelerate the vesting schedule specified in this Paragraph 3. View More
Restrictions and Conditions. (a) Any book entries for the shares of Restricted Stock granted herein shall bear an appropriate legend, as determined by the Committee in its sole discretion, to the effect that such shares are subject to restrictions as set forth herein and in the Plan. (b) Shares of Restricted Stock granted herein may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by the Grantee prior to vesting. (c) If the Grantee's employment with position as a non-employee director of th...e Company and its Subsidiaries is voluntarily or involuntarily terminated for any reason (including death) prior to vesting of shares of Restricted Stock granted herein, all shares of Restricted Stock shall immediately and automatically be forfeited and returned to the Company. 1 3. Vesting of Restricted Stock. The restrictions and conditions in Paragraph 2 of this Agreement shall lapse on the date(s) specified in the following schedule so long as the Grantee remains an employee a non-employee director of the Company or a Subsidiary on such date(s). If a series of vesting dates is specified, then the restrictions and conditions in Paragraph 2 shall lapse only with respect to the number of shares of Restricted Stock specified as vested on such date. Shares Vested Vesting Date ( %) ( %) ( %) ( %) ( %) Subsequent to such vesting date(s), the shares of Stock on which all restrictions and conditions have lapsed shall no longer be deemed Restricted Stock. The Committee may at any time accelerate the vesting schedule specified in this Paragraph 3. Notwithstanding the foregoing, all restrictions and conditions of Paragraph 2 shall lapse, and all Shares of Restricted Stock shall become fully vested, upon the consummation of a Sale Event as defined in the Plan. View More
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