Restrictions Contract Clauses (916)

Grouped Into 58 Collections of Similar Clauses From Business Contracts

This page contains Restrictions clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Restrictions. (a) The RSUs may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or encumbered, and shall be subject to a risk of forfeiture until they vest in accordance with Section 3(a) and any additional requirements or restrictions contained in this RSU Award Agreement or in the Plan have been otherwise satisfied, terminated or expressly waived by the Company in writing. (b) Except as otherwise provided under the terms of the Plan or in Sections 3(a) and 3(b) hereof, if t...he Participant's service as a member of the Board is terminated for any reason (the "Termination"), this RSU Award Agreement shall terminate and all rights of the Participant with respect to RSUs that have not vested shall immediately terminate. Except as otherwise provided under the terms of the Plan or in Sections 3(a) and 3(b) hereof, the RSUs that are subject to restrictions upon the date of termination shall be forfeited without payment of any consideration, and neither the Participant nor any of the Participant's successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such RSUs. S-RSU Award Agreement 1 5. Voting and Other Rights. The Participant shall have no rights of a stockholder (including the right to distributions or dividends) until Shares are issued following vesting of the Participant's RSUs; provided, that with respect to the period commencing on the Grant Date and ending on the date the Shares subject to such RSUs are issued pursuant to this RSU Award Agreement, the Participant shall be eligible to receive an amount equal to the product of (i) the number of Shares to be delivered as a result of such vesting, and (ii) the amount of cash distributed with respect to an outstanding Share during such period, which amount shall be paid to the Participant on the date such Shares are issued (provided that such amount shall not be paid to the extent that any RSUs do not become vested and Shares are not delivered). No interest or other earnings will be credited with respect to such payment.6. RSU Award Agreement Subject to Plan. This RSU Award Agreement is made pursuant to all of the provisions of the Plan, which is incorporated herein by this reference, and is intended, and shall be interpreted in a manner, to comply therewith. In the event of any conflict between the provisions of this RSU Award Agreement and the provisions of the Plan, the provisions of the Plan shall govern. View More
Found in OneMain Holdings, Inc. contract
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Restrictions. (a) The RSUs may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or encumbered, and shall be subject to a risk of forfeiture until they vest in accordance with Section 3(a) and any additional requirements or restrictions contained in this RSU Award Agreement or in the Plan have been otherwise satisfied, terminated or expressly waived by the Company in writing. (b) Except as otherwise provided under the terms of the Plan or in Sections 3(a) and 3(b) hereof, if t...he Participant's service as a member of the Board is terminated for any reason (the "Termination"), this RSU Award Agreement shall terminate and all rights of the Participant with respect to RSUs that have not vested shall immediately terminate. Except as otherwise provided under the terms of the Plan or in Sections 3(a) and 3(b) hereof, the RSUs that are subject to restrictions upon the date of termination shall be forfeited without payment of any consideration, and neither the Participant nor any of the Participant's successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such RSUs. S-RSU Award Agreement 1 5. RSUs.5. Voting and Other Rights. The Participant shall have no rights of a stockholder (including the right to distributions or dividends) until Shares are issued delivered following vesting of the Participant's RSUs; provided, that with that:(a) With respect to the period commencing on the Grant Date and ending on the date the Shares subject day immediately prior to such RSUs are issued pursuant to this RSU Award Agreement, July 26, 2019 (the "Amendment Date"), the Participant shall be eligible to receive an amount equal to the product of (i) the number of Shares to be delivered which become deliverable as a result of such vesting, the vesting of the RSUs pursuant to Section 4(b) above, and (ii) the amount of cash distributed dividends paid with respect to an outstanding Share share of Common Stock during such period, which amount shall be paid to the Participant on the date such Shares are issued delivered (provided that such amount shall not be paid to the extent that any RSUs do not become vested and Shares are not delivered). No interest or other earnings will be credited with respect to such payment.6. payment. (b) With respect to the period commencing on the Amendment Date and ending on the date on which the RSUs are no longer outstanding (whether due to delivery of shares or forfeiture of the RSUs), the Participant shall be eligible to receive: (i) an amount equal to the product of (A) the number of Shares subject to outstanding RSUs on the record date of any cash dividend made with respect to an outstanding share of Common Stock, and (B) fifty percent (50%) of the amount of the cash dividend paid with respect to an outstanding share of Common Stock during such period, which amount shall be paid to the Participant on the date such Shares are delivered and, if such Shares are not delivered as a result of a forfeiture of the RSUs, then such amount shall be paid on the vesting date of the RSUs to which such amounts relate (provided, that, for the avoidance of doubt, such amount shall be paid even if the underlying RSUs cease to be outstanding for any reason, including forfeiture, after the record date of such dividend); and (ii) an amount equal to the product of (A) the number of Shares subject to the RSUs which become deliverable as a result of vesting to Section 3(b) above and (B) fifty percent (50%) of the amount of cash dividends paid with respect to an outstanding share of Common Stock with a record date during the period beginning on the Amendment Date and ending on the date on which such RSUs are delivered, which amount shall be paid to the Participant on the date such Shares are delivered (provided, that, such amount shall not be paid to the extent that any RSUs do not become vested and Shares are not delivered). No interest or other earnings will be credited with respect to such distributions.6. RSU Award Agreement Subject to Plan. This RSU Award Agreement is made pursuant to all of the provisions of the Plan, which is incorporated herein by this reference, and is intended, and shall be interpreted in a manner, to comply therewith. In the event of any conflict between the provisions of this RSU Award Agreement and the provisions of the Plan, the provisions of the Plan shall govern. View More
Found in OneMain Holdings, Inc. contract
Restrictions. (a) The RSUs may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or encumbered, and shall be subject to a risk of forfeiture until they vest in accordance with Section 3(a) and any additional requirements or restrictions contained in this RSU Award Agreement or in the Plan have been otherwise satisfied, terminated or expressly waived by the Company in writing. (b) Except as otherwise provided under the terms of the Plan or in Sections 3(a) and 3(b) hereof, if t...he Participant's service as a member of the Board is terminated for any reason (the "Termination"), this RSU Award Agreement shall terminate and all rights of the Participant with respect to RSUs that have not vested shall immediately terminate. Except as otherwise provided under the terms of the Plan or in Sections 3(a) and 3(b) hereof, the RSUs that are subject to restrictions upon the date of termination shall be forfeited without payment of any consideration, and neither the Participant nor any of the Participant's successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such RSUs. S-RSU Award Agreement 1 5. Voting and Other Rights. The Participant shall have no rights of a stockholder (including the right to distributions or dividends) until Shares are issued following vesting of the Participant's RSUs; provided, that with respect to the period commencing on the Grant Date and ending on the date the Shares subject to such RSUs are issued pursuant to this RSU Award Agreement, the Participant shall be eligible to receive an amount equal to the product of (i) the number of Shares to be delivered as a result of such vesting, and (ii) the amount of cash distributed with respect to an outstanding Share during such period, which amount shall be paid to the Participant on the date such Shares are issued (provided that such amount shall not be paid to the extent that any RSUs do not become vested and Shares are not delivered). No interest or other earnings will be credited with respect to such payment.6. RSU Award Agreement Subject to Plan. This RSU Award Agreement is made pursuant to all of the provisions of the Plan, which is incorporated herein by this reference, and is intended, and shall be interpreted in a manner, to comply therewith. In the event of any conflict between the provisions of this RSU Award Agreement and the provisions of the Plan, the provisions of the Plan shall govern. View More
Found in SPRINGLEAF FINANCE CORP contract
Restrictions. (a) The RSUs may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or encumbered, and shall be subject to a risk of forfeiture until they vest in accordance with Section 3(a) and any additional requirements or restrictions contained in this RSU Award Agreement or in the Plan have been otherwise satisfied, terminated or expressly waived by the Company in writing. (b) Except as otherwise provided under the terms of the Plan or in Sections Section 3(a) and 3(b) here...of, if the Participant's service as a member of the Board is terminated for any reason (the "Termination"), reason, this RSU Award Agreement shall terminate and all rights of the Participant with respect to RSUs that have not 1 vested shall immediately terminate. Except as otherwise provided under the terms of the Plan or in Sections Section 3(a) and 3(b) hereof, the RSUs that are subject to restrictions upon the date of termination shall be forfeited without payment of any consideration, and neither the Participant nor any of the Participant's successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such RSUs. S-RSU Award Agreement 1 5. RSUs.5. Voting and Other Rights. The Participant shall have no rights of a stockholder (including the right to distributions or dividends) until Shares are issued following vesting of the Participant's RSUs; provided, that with respect to the period commencing on the Grant Date date an RSU becomes vested and ending on the date the Shares subject to such RSUs RSU are issued pursuant to this RSU Award Agreement, the Participant shall be eligible to receive an amount of cash or property equal to the product of (i) the number of Shares to be delivered as a result of such vesting, and (ii) the amount of cash or property distributed with respect to an outstanding Share during such period, which amount of cash or property shall be paid to the Participant on the date such Shares are issued (provided that such amount shall not be paid to the extent that any RSUs do not become vested and Shares are not delivered). issued. No interest or other earnings will be credited with respect to such payment.6. RSU Award Agreement Subject to Plan. This RSU Award Agreement is made pursuant to all of the provisions of the Plan, which is incorporated herein by this reference, and is intended, and shall be interpreted in a manner, to comply therewith. In the event of any conflict between the provisions of this RSU Award Agreement and the provisions of the Plan, the provisions of the Plan shall govern. payment. View More
Found in Drive Shack Inc. contract
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Restrictions. Subject to any exceptions set forth in this Agreement or the Plan, during the Restricted Period, the Restricted Stock or the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Grantee. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Stock or the rights relating thereto during the Restricted Period shall be wholly ineffective and, if any such attempt is made, the Restr...icted Stock will be forfeited by the Grantee and all of the Grantee's rights to such shares shall immediately terminate without any payment or consideration by the Company. 1 5. Rights as Shareholder; Dividends. 5.1 The Grantee shall be the record owner of the Restricted Stock until the shares of Common Stock are sold or otherwise disposed of, and shall be entitled to all of the rights of a shareholder of the Company including, without limitation, the right to vote such shares and receive all dividends or other distributions paid with respect to such shares. 5.2 The Company may issue stock certificates or evidence the Grantee's interest by using a restricted book entry account with the Company's transfer agent. 5.3 If the Grantee forfeits any rights he or she has under this Agreement in accordance with Section 3, the Grantee shall, on the date of such forfeiture, no longer have any rights as a shareholder with respect to the Restricted Stock and shall no longer be entitled to vote or receive dividends on such shares. View More
Found in Bespoke Extracts, Inc. contract
Restrictions. a. Transfer Restriction. Subject to any exceptions set forth in this Agreement or the Plan, during the Restricted Period, the Restricted Stock or the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Grantee. Participant. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Stock or the rights relating thereto during the Restricted Period shall be wholly ineffective and, ...if any such attempt is made, the Restricted Stock will be forfeited by the Grantee Participant and all of the Grantee's Participant's rights to such shares shall immediately terminate without any payment or consideration by the Company. 1 5. Rights b. Effect of Prohibited Transfer. The Company shall not be required to (i) transfer on its books any shares of Restricted Stock that have been transferred in violation of any of the provisions set forth in this Agreement, or (i) treat as owner of such Restricted Stock or to pay dividends or other distributions to any transferee to whom any such Restricted Stock shall have been so sold or transferred. 2 4.Rights as a Shareholder; Dividends. 5.1 a. Shareholder Rights. The Grantee Participant shall be the record owner of the Restricted Stock (including unvested Restricted Stock) granted under this Agreement until the shares of Common Stock are sold or otherwise disposed of, and shall be entitled to all of the rights of a shareholder of the Company including, without limitation, the right to vote such shares and receive all dividends or other distributions paid with respect to such shares. 5.2 Notwithstanding the foregoing, (i) any dividends or other distributions shall be subject to the same restrictions on transferability as the shares of Restricted Stock with respect to which they were paid; and (ii) any dividends or other distributions paid by the Company with respect to any shares of Restricted Stock shall accrue but shall not be payable unless and until vesting of such Restricted Stock occurs, at which time the accumulated dividends shall be paid by the Company. b. Stock Certificates. The Company may may, but need not, issue stock certificates or evidence the Grantee's Participant's interest by using a restricted book entry account with the Company's transfer agent. 5.3 c. Forfeiture. If the Grantee Participant forfeits any rights he or she has under this Agreement in accordance with pursuant to Section 3, the Grantee Participant shall, on the date of such forfeiture, no longer have any rights as a shareholder with respect to the any unvested Restricted Stock and shall no longer be entitled to vote or receive dividends on such shares. View More
Found in Professional Holding Corp. contract
Restrictions. Subject to any exceptions set forth in this Agreement or the Plan, Agreement, during the Restricted Period, the Restricted Stock or the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Grantee. Holder. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Stock or the rights relating thereto during the Restricted Period shall be wholly ineffective and, if any such attempt... is made, the Restricted Stock will be forfeited by the Grantee Holder and all of the Grantee's Holder's rights to such shares shall immediately terminate without any payment or consideration by the Company. 1 5. 4 7. Rights as Shareholder; Dividends. 5.1 7.1. The Grantee Holder shall be the record owner of the Restricted Stock until the shares of Common Stock are sold or otherwise disposed of, and shall be entitled to all of the rights of a shareholder of the Company including, without limitation, the right to vote such shares and receive all dividends or other distributions paid with respect to such shares. 5.2 Notwithstanding the foregoing, any dividends or other distributions shall be subject to the same restrictions on transferability as the shares of Restricted Stock with respect to which they were paid. 7.2. The Company may issue stock certificates or evidence the Grantee's Holder's interest by using a restricted book entry account with the Company's transfer agent. 5.3 Physical possession or custody of any stock certificates that are issued shall be retained by the Company until such time as the Restricted Stock vests. 7.3. If the Grantee Holder forfeits any rights he or she has under this Agreement in accordance with Section 3, 3 of this Agreement, the Grantee Holder shall, on the date of such forfeiture, no longer have any rights as a shareholder with respect to the Restricted Stock and shall no longer be entitled to vote or receive dividends on such shares. View More
Found in SUPERCONDUCTOR TECHNOLOGIES INC contract
Restrictions. Subject to any exceptions set forth in this Agreement or the Plan, during the Restricted Period, Period of Restriction, the Restricted Stock or the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Grantee. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Stock or the rights relating thereto during the Restricted Period of Restriction shall be wholly ineffective and, ...if any such attempt is made, the Restricted Stock will be forfeited by the Grantee and all of the Grantee's rights to such shares Restricted Stock shall immediately terminate without any payment or consideration by the Company. 1 5. 2 4. Rights as Shareholder; Dividends. 5.1 4.1 The Grantee shall be the record owner of the Restricted Stock until the shares of Common such Restricted Stock are is sold or otherwise disposed of, and shall be entitled to all of the rights of a shareholder of the Company including, without limitation, the right to vote such shares Restricted Stock and receive all dividends or other distributions paid with respect to such shares. 5.2 Restricted Stock; provided that dividends or other distributions with respect to such Restricted Stock shall be paid to the Grantee only to the extent such Restricted Stock is vested. 4.2 The Company may issue stock certificates or evidence of the Grantee's interest by using issuing "book entry" shares (i.e., a restricted computerized or manual book entry account with account) in the Company's records of the Company or its transfer agent. 5.3 agent in the Grantee's name. 4.3 If the Grantee forfeits any rights he or she has under this Agreement in accordance with Section 3, 2, the Grantee shall, on the date of such forfeiture, no longer have any rights as a shareholder with respect to the Restricted Stock and shall no longer be entitled to vote or receive dividends on with respect to such shares. Restricted Stock. View More
Found in EVO Payments, Inc. contract
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Restrictions. The restrictions on the shares of Common Stock covered by this Award shall lapse and such shares shall vest at the rate of (i) thirty-three percent (33%) of such shares on first anniversary date of grant of this Award, (ii) thirty-three percent (33%) of such shares on the second anniversary date of grant of this Award, and (iii) thirty-four percent (34%) of such shares on the third anniversary of the date of grant of this Award. Upon termination of employment of the Grantee with the Company or a...ny Affiliate of the Company (or the successor of any such company) for any reason, the Grantee shall forfeit all rights in shares of Common Stock covered by this Award as to which the restrictions thereon shall not have lapsed, and the ownership of such shares shall immediately vest in the Company. For purposes of this Award, no termination of Grantee's employment shall occur as a result of the transfer of Grantee between the Company and any Affiliate or as a result of the transfer of the Grantee between two Affiliates. The cessation of a relationship between the Company and an Affiliate with which the Grantee is employed whereby such company is no longer an Affiliate shall constitute a termination of employment of the Grantee. -1- 4. Voting and Dividend Rights. With respect to the Common Stock covered by this Award for which the restrictions have not lapsed, the Grantee shall have the right to vote such shares, but shall not receive any cash dividends paid with respect to such shares. Any dividend or distribution payable with respect to restricted shares of Common Stock covered by this Award that shall be paid in shares of Common Stock shall be subject to the same restrictions provided for herein. Any other form of dividend or distribution payable on shares of the restricted shares of Common Stock covered by this Award, and any consideration receivable for or in conversion of or exchange for the restricted shares of Common Stock covered by this Award, unless otherwise determined by the Committee, shall be subject to the terms and conditions of this Restricted Stock Award Agreement or with such modifications thereof as the Committee may provide in its absolute discretion. View More
Found in PIER 1 IMPORTS INC contract
Restrictions. The restrictions on the shares of Common Stock covered by this Award shall lapse and such shares shall vest at the rate of (i) thirty-three percent (33%) of such shares on first anniversary date of grant of this Award, (ii) thirty-three percent (33%) of such shares on the second anniversary date of grant of this Award, and (iii) thirty-four percent (34%) of such shares on the third anniversary of the date of grant of this Award. Upon termination of employment of the Grantee with the Company or a...ny Affiliate of the Company (or the successor of any such company) for any reason, the Grantee shall forfeit all rights in shares of Common Stock covered by this Award as to which the restrictions thereon shall not have lapsed, and the ownership of such shares shall immediately vest in the Company. For purposes of this Award, no termination of Grantee's employment shall occur as a result of the transfer of Grantee between the Company and any Affiliate or as a result of the transfer of the Grantee between two Affiliates. The cessation of a relationship between the Company and an Affiliate with which the Grantee is employed whereby such company is no longer an Affiliate shall constitute a termination of employment of the Grantee. -1- 4. Voting and Dividend Rights. With respect to the Common Stock covered by this Award for which the restrictions have not lapsed, the Grantee shall have the right to vote such shares, but shall not receive any cash dividends paid with respect to such shares. Any dividend or distribution payable with respect to restricted shares of Common Stock covered by this Award that shall be paid in shares of Common Stock shall be subject to the same restrictions provided for herein. Any other form of dividend or distribution payable on shares of the restricted shares of Common Stock covered by this Award, and any consideration receivable for or in conversion of or exchange for the restricted shares of Common Stock covered by this Award, unless otherwise determined by the Committee, shall be subject to the terms and conditions of this Restricted Stock Award Agreement or with such modifications thereof as the Committee may provide in its absolute discretion. View More
Found in PIER 1 IMPORTS INC contract
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Restrictions. Restricted Shares will constitute issued and outstanding shares of the Company's Series A Common Stock for all corporate purposes. Grantee will have the right to vote such Restricted Shares, to receive and retain such dividends and distributions, as the Committee may in its sole discretion designate, paid or distributed on such Restricted Shares and to exercise all other rights, powers and privileges of a holder of Series A Common Stock with respect to such Restricted Shares, except that (a) Gra...ntee will not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Restriction Period shall have expired and unless all other vesting requirements with respect thereto shall have been fulfilled or waived, (b) the Company will retain custody of any stock certificate or certificates representing the Restricted Shares during the Restriction Period as provided in Section 8.2 of the Plan, (c) other than such dividends and distributions as the Committee may in its sole discretion designate, the Company or its designee will retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions will be subject to the same restrictions, terms and vesting and other conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested, and such Retained Distributions will not bear interest or be segregated in a separate account, (d) Grantee may not sell, assign, transfer, pledge, exchange, encumber or dispose of the Restricted Shares or any Retained Distributions or Grantee's interest in any of them during the Restriction Period and (e) a breach of any restrictions, terms or conditions provided in the Plan or established by the Committee with respect to any Restricted Shares or Retained Distributions will cause a forfeiture of such Restricted Shares and any Retained Distributions with respect thereto. View More
Found in Ascent Capital Group, Inc. contract
Restrictions. The Restricted Shares will constitute issued and outstanding shares of the Company's Series A Common Stock for all corporate purposes. The Grantee will have the right to vote such Restricted Shares, to receive and retain such dividends and distributions, distributions paid or distributed on such Restricted Shares as the Committee may in its sole discretion designate, paid or distributed on such Restricted Shares designate and to exercise all other rights, powers and privileges of a holder of Ser...ies A Common Stock with respect to such Restricted Shares, except that (a) the Grantee will not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Restriction Period shall have expired and unless all other vesting requirements with respect thereto shall have been fulfilled or waived, (b) the Company or its designee will retain custody of any stock certificate or certificates representing the Restricted Shares during the Restriction Period as provided in Section 8.2 8.3 of the Plan, (c) other than such all dividends and distributions as the Committee may in its sole discretion designate, the Company or its designee will retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions will not be subject to the same restrictions, terms and vesting and other conditions as are applicable to the Restricted Shares) until Shares and any such time, if ever, dividends and distributions shall be paid at the same time and in the same manner as such distributions are paid to other shareholders, subject to Section 7, and (d) except as provided in Section 10 the Restricted Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested, and such Retained Distributions will not bear interest or be segregated in a separate account, (d) Grantee may not sell, assign, transfer, pledge, exchange, encumber or dispose of the Restricted Shares or any Retained Distributions or the Grantee's interest in any of them during the Restriction Period and (e) a breach of any restrictions, terms or conditions provided in the Plan or established by the Committee with respect to any Restricted Shares or Retained Distributions will cause a forfeiture of such Restricted Shares and any Retained Distributions with respect thereto. Period. View More
Found in Qurate Retail, Inc. contract
Restrictions. Subject to any exceptions set forth in this Agreement or the Plan, none of the Restricted Shares will nor the rights relating thereto (including any Retained Distributions with respect to such Restricted Shares) may be assigned, alienated, pledged, attached, sold, or otherwise transferred or encumbered by the Grantee during the Restriction Period applicable to such Restricted Shares. Any attempt to assign, alienate, pledge, attach, sell, or otherwise transfer or encumber any Restricted Shares or... the rights relating thereto during the applicable Restriction Period shall be wholly ineffective. 11 Included for grants to employees only. 12 Included for grants to consultants only. 13 Included for grants to directors only. 14 Included for grants to employees only. 3 7. Rights and Obligations as Stockholder. 7.1. The Restricted Shares shall constitute issued and outstanding shares of the Company's Series A Common Stock for all corporate purposes. Grantee will have the right to vote such Restricted Shares, to receive and retain such dividends and distributions, as the Committee may in its sole discretion designate, paid or distributed on such Restricted Shares and to exercise all other rights, powers and privileges of a holder of Series A Common Stock with respect to such Restricted Shares, except with the exceptions that (a) (i) Grantee will not be entitled to delivery of the stock certificate or certificates representing such any Restricted Shares until the applicable Restriction Period shall have expired and unless all other vesting requirements with respect thereto shall have been fulfilled or waived, (b) expired; (ii) the Company will retain custody of any the stock certificate or certificates representing the Restricted Shares during the applicable Restriction Period as provided in Section 8.2 of the Plan, (c) other than such dividends and distributions as the Committee may in its sole discretion designate, Period; (iii) the Company or its designee will retain custody of all Retained Distributions made dividends and distributions ("Retained Distributions") made, paid or declared with respect to the Restricted Shares (and such Retained Distributions will be subject to the same restrictions, terms and vesting and other conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested, vested and such Retained Distributions will not bear interest or be segregated in a separate account, (d) Grantee may not sell, assign, transfer, pledge, exchange, encumber or dispose of with respect to which the Restricted Shares or any Retained Distributions or Grantee's interest in any of them during the applicable Restriction Period shall have expired; and (e) (iv) a breach of any of the restrictions, terms or conditions provided contained in the Plan or this Agreement or otherwise established by the Committee Board with respect to any Restricted Shares or Retained Distributions will cause a forfeiture of such Restricted Shares and any Retained Distributions with respect thereto. 7.2. The Grantee hereby agrees to be bound by the Shareholders Agreement of the Company, dated as of May 12, 2018 (as amended from time to time, the "Shareholders Agreement"), with respect to the Restricted Shares as if Grantee were an original signatory thereto as a "Shareholder." [Without limiting the generality of the foregoing, the Grantee agrees that the provisions of Section 15 of the Shareholders Agreement shall apply, mutatis mutandis, to any Going Public Transaction. ]15 15 Included for grants to employees and directors only. 4 8. Certificates. The Restricted Shares, when issued, will be represented by a stock certificate or certificates registered in the name of Grantee. During the Restriction Period, certificates representing the Restricted Shares and any securities constituting Retained Distributions shall bear a legend to the effect that ownership of the Restricted Shares (and such Retained Distributions) and the enjoyment of all rights appurtenant thereto are subject to the restrictions, terms and conditions provided in the Plan and this Agreement. Such certificates shall be deposited by Grantee with the Company, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions that shall be forfeited or that shall not become vested in accordance with the Plan and this Agreement. View More
Found in Lucid Diagnostics Inc. contract
Restrictions. The Restricted Shares will constitute issued and outstanding shares of the Company's Series A Common Stock for all corporate purposes. The Grantee will have the right to vote such Restricted Shares, to receive and retain such dividends and distributions, as the Committee may in its sole discretion designate, distributions paid or distributed on such Restricted Shares as the Plan Administrator may in its sole discretion designate and to exercise all other rights, powers and privileges of a holder... of Series A Common Stock with respect to such Restricted Shares, except that (a) the Grantee will not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Restriction Period shall have expired and unless all other vesting requirements with respect thereto shall have been fulfilled or waived, (b) the Company or its designee will retain custody of any stock certificate or certificates representing the Restricted Shares during the Restriction Period as provided in Section 8.2 of the Plan, (c) other than such dividends and distributions as the Committee Plan Administrator may in its sole discretion designate, the Company or its designee will retain custody of all Retained Distributions distributions ("Retained Distributions") made or declared with respect to the Restricted Shares (and such Retained Distributions will be subject to the same restrictions, terms and vesting and other conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested, and such Retained Distributions will not bear interest or be segregated in a separate account, (d) except as provided in Section 11, the Grantee may not sell, assign, transfer, pledge, exchange, encumber or dispose of the Restricted Shares or any Retained Distributions or the Grantee's interest in any of them during the Restriction Period and (e) a breach of any restrictions, terms or conditions provided in the Plan or established by the Committee Plan Administrator with respect to any Restricted Shares or Retained Distributions will cause a forfeiture of such Restricted Shares and any Retained Distributions with respect thereto. View More
Found in Liberty Media Corp contract
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Restrictions. Subject to Section 2 below, the restrictions on the Deferred Stock Units shall lapse and the Deferred Stock Units shall vest on the Vesting Date shown in the Award Statement (the "Vesting Date"), provided that the Employee remains an active employee of the Mondelēz Group during the entire period commencing on the Grant Date and ending on the Vesting Date.
Found in Mondelez International contract
Restrictions. Subject to Section 2 below, Except as expressly provided in this Agreement, the restrictions on the Deferred Stock Units shall lapse and the Deferred Stock Units shall vest on the Vesting Date shown in the Award Statement (the "Vesting Date"), provided that the Employee remains an active employee of the Mondelēz Group during the entire period commencing on the Grant Date and ending on the Vesting Date.
Found in Mondelez International contract
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Restrictions. The Units are subject to the forfeiture provisions in Sections 5 and 6 below. The Units are not earned and may not be sold, exchanged, assigned, transferred, pledged or otherwise disposed of (collectively, the "Restrictions") until the Units are settled.
Found in Abbott Laboratories contract
Restrictions. The Units are subject to the forfeiture provisions in Sections 5 6 and 6 7 below. The Units are not earned and may not be sold, exchanged, assigned, transferred, pledged or otherwise disposed of (collectively, the "Restrictions") until the Units are settled.
Found in Abbott Laboratories contract
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Restrictions. (a) Your ownership of the RSUs shall be subject to (1) the restrictions set forth in subsection (b) of this Section until such restrictions lapse pursuant to the terms of Section 5, and (2) the restrictions set forth in subsection (c) of this Section until such RSUs shall be redeemed for the applicable Shares or otherwise forfeited to the Company. (b) At the time of your "Termination of Employment" (as defined in Section 11(c)), other than a Termination of Employment that is described in Section... 5(b)(2), all of your RSUs shall be forfeited to the Company and all of your rights to receive any Shares in the future pursuant to the RSUs shall automatically terminate without any payment of consideration by the Company. (c) You may not sell, assign, transfer or otherwise dispose of any RSUs or any rights under the RSUs. No RSU and no rights under any such RSU may be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance thereof shall be void and unenforceable against the Company. View More
Found in EMPIRE PETROLEUM CORP contract
Restrictions. (a) Your ownership of the RSUs shall be subject to (1) the restrictions set forth in subsection (b) of this Section until such restrictions lapse pursuant to the terms of Section 5, and (2) the restrictions set forth in subsection (c) of this Section until such RSUs shall be redeemed for the applicable Shares or otherwise forfeited to the Company. (b) At the time of your "Termination termination of Employment" (as defined in Section 11(c)), service as a member of the Board of Directors other tha...n a Termination termination of Employment service that is described in Section 5(b)(2), 5(b)(1), all of your RSUs shall be forfeited to the Company and all of your rights to receive any Shares in the future pursuant to the RSUs shall automatically terminate without any payment of consideration by the Company. (c) You may not sell, assign, transfer or otherwise dispose of any RSUs or any rights under the RSUs. No RSU and no rights under any such RSU may be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance thereof shall be void and unenforceable against the Company. View More
Found in EMPIRE PETROLEUM CORP contract
Restrictions. (a) Your ownership of the RSUs shall be subject to (1) the restrictions set forth in subsection subsections (b) and (c) of this Section until such restrictions lapse pursuant to the terms of Section 5, and (2) the restrictions set forth in subsection (c) of this Section until such RSUs shall be redeemed for the applicable Shares or otherwise forfeited to the Company. (b) At the time of your "Termination of Employment" (as defined in Section 11(c)), 12(m)), other than a Termination of Employment ...that is occurs as a result of an event described in Section 5(b)(2), 5(c)(2) or Section 5(c)(3), all of your RSUs shall be forfeited to the Company and all of your rights to receive any Shares in the future pursuant to the RSUs shall automatically terminate without any payment of consideration by the Company. (c) You may not sell, assign, transfer or otherwise dispose of any RSUs or any rights under the RSUs. No RSU and no rights under any such RSU may be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance thereof shall be void and unenforceable against the Company. View More
Found in Willbros Group, Inc. contract
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Restrictions. Except as otherwise provided for in this Grant Agreement, the RSUs or rights granted hereunder may not be sold, pledged or otherwise transferred until the RSUs become vested in accordance with the vesting schedule set forth above. The period of time between the date hereof and the date the RSUs become fully vested is referred to herein as the "Restriction Period." 5. Custody of Restricted Stock Units. The RSUs subject hereto shall be recorded in an account with the Plan broker in the name of the... Employee. Upon termination of the Restriction Period, if the Company determines, in its sole discretion, to deliver Shares pursuant to Section 3 above, such Shares shall be released into the Employee's brokerage account; provided, however, that a portion of such Shares shall be surrendered in payment of required withholding taxes in accordance with Section 12 below, unless the Company, in its sole discretion, establishes alternative procedures for the payment of required withholding taxes. View More
Found in HP Inc. contract
Restrictions. Except as otherwise provided for in this Grant Agreement, the RSUs or rights granted hereunder may not be sold, pledged or otherwise transferred until the RSUs become vested in accordance with the vesting schedule set forth above. transferred. The period of time between the date hereof Grant Date and the date the RSUs become fully vested pursuant to Section 2 is referred to herein as the "Restriction Period." 5. Custody of Restricted Stock Units. The RSUs subject hereto shall be recorded in an a...ccount with the Plan broker in the name of the Employee. Upon termination of the Restriction Period, if the Company determines, in its sole discretion, to deliver Shares pursuant to Section 3 above, such Shares shall be released into the Employee's brokerage account; provided, however, that a portion of such Shares shall be surrendered in payment of required withholding taxes Tax-Related Items, as defined and in accordance with Section 12 11 below, unless the Company, in its sole discretion, establishes alternative procedures for the payment of required withholding taxes. Tax-Related Items. View More
Found in Hewlett Packard Enterprise contract
Restrictions. Except as otherwise provided for in this Grant Agreement, the RSUs or rights granted hereunder may not be sold, pledged or otherwise transferred until the RSUs become vested in accordance with the vesting schedule set forth above. transferred. The period of time between the date hereof Grant Date and the date the RSUs become fully vested pursuant to Section 2 is referred to herein as the "Restriction Period." 5. Custody of Restricted Stock Units. The RSUs subject hereto shall be recorded in an a...ccount with the Plan broker in the name of the Employee. Upon termination of the Restriction Period, if the Company determines, in its sole discretion, to deliver Shares pursuant to Section 3 above, such Shares shall be released into the Employee's brokerage account; provided, however, that a portion of such Shares shall be surrendered in payment of required withholding taxes Tax-Related Items, as defined and in accordance with Section 12 11 below, unless the Company, in its sole discretion, establishes alternative procedures for the payment of required withholding taxes. Tax-Related Items. View More
Found in HP Inc. contract
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Restrictions. (a) The Participant shall have all rights and privileges of a stockholder as to the Restricted Shares, including the right to vote and receive dividends or other distributions with respect to the Restricted Shares, except that the following restrictions shall apply: (i) the Participant shall not be entitled to delivery of the certificate or certificates for the Restricted Shares until the expiration of the Restricted Period without a forfeiture of the Restricted Shares and upon the satisfaction ...of all other applicable conditions; (ii) none of the Restricted Shares may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of during the Restricted Period applicable to such shares, except as provided in Section 7.02(c) of the Plan or as otherwise permitted by the Committee in its sole discretion or pursuant to rules adopted by the Committee in accordance with the Plan; and (iii) all of the Restricted Shares shall be forfeited and returned to the Company and all rights of the Participant with respect to the Restricted Shares shall terminate in their entirety on the terms and conditions set forth in Paragraph 4. (b) Any attempt to dispose of Restricted Shares or any interest in the Restricted Shares in a manner contrary to the restrictions set forth in these Terms and Conditions shall be void and of no effect. View More
Found in Emerald Bioscience, Inc. contract
Restrictions. (a) The Participant Grantee shall have all rights and privileges of a stockholder as to the Restricted Shares, including the right to vote and receive dividends or other distributions with respect to the Restricted Shares, except that the following restrictions shall apply: (i) the Participant Grantee shall not be entitled to delivery of the certificate or certificates for the Restricted Shares until the expiration of the Restricted Period without a forfeiture of the Restricted Shares and upon t...he satisfaction of all other applicable conditions; (ii) any cash dividends declared and paid during the Restricted Period (defined below) on unvested Restricted Shares shall be automatically reinvested as additional Restricted Shares (based on the Fair Market Value of the Restricted Shares on the applicable dividend payment date), which such additional Restricted Shares shall be subject to all of the terms and conditions of this Agreement, including vesting conditions and restrictions on transfer; (iii) none of the Restricted Shares may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of during the Restricted Period applicable to such shares, except a transfer to a Family Member as provided in Section 7.02(c) 17.11.2 of the Plan or as otherwise permitted by the Committee in its sole discretion or pursuant to rules adopted by the Committee in accordance with the Plan; and (iii) (iv) all of the Restricted Shares shall be forfeited and returned to the Company and all rights of the Participant Grantee with respect to the Restricted Shares shall terminate in their entirety on the terms and conditions set forth in Paragraph 4. (b) Any attempt to dispose of Restricted Shares or any interest in the Restricted Shares in a manner contrary to the restrictions set forth in these Terms and Conditions shall be void and of no effect. View More
Found in Primo Water Corp contract
Restrictions. (a) The Participant [The Grantee shall have all rights and privileges of a stockholder as to the Restricted Shares, including the right to vote and receive dividends or other distributions with respect to the Restricted Shares, except that the following restrictions shall apply: apply] OR [The Grantee shall have no rights or privileges of a stockholder as to the Restricted Shares prior to vesting, including no right to vote or receive dividends or other distributions with respect to the Restrict...ed Shares; in addition, the following provisions shall apply]: (i) the Participant Grantee shall not be entitled to delivery of the certificate or certificates for the Restricted Shares until the expiration of the Restricted Period without a forfeiture of the Restricted Shares and upon the satisfaction of all other applicable conditions; (ii) none of the Restricted Shares may be sold, transferred, transferred (other than by will or the laws of descent and distribution), assigned, pledged or otherwise encumbered or disposed of during the Restricted Period applicable to such shares, except as provided in Section 7.02(c) of the Plan or as otherwise permitted by the Committee in its sole discretion or pursuant to rules adopted by the Committee in accordance with the Plan; shares; and (iii) all of the Restricted Shares shall be forfeited and returned to the Company and all rights of the Participant Grantee with respect to the Restricted Shares shall terminate in their entirety on the terms and conditions set forth in Paragraph 4. 5. (b) Any attempt to dispose of Restricted Shares or any interest in the Restricted Shares in a manner contrary to the restrictions set forth in these Terms and Conditions shall be void and of no effect. View More
Found in Evofem Biosciences, Inc. contract
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Restrictions. By accepting this grant of Phantom Units, you agree that any Units that you may acquire upon vesting of this award will not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable federal or state securities laws. You also agree that (i) the certificates representing the Units acquired under this award may bear such legend or legends as the Committee deems appropriate in order to assure compliance with applicable securities laws, (ii) the Partnership ma...y refuse to register the transfer of the Units acquired under this award on the transfer records of the Partnership if such proposed transfer would in the opinion of counsel satisfactory to the General Partner constitute a violation of any applicable securities law, and (iii) the Partnership may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Units to be acquired under this Agreement. View More
Found in CrossAmerica Partners LP contract
Restrictions. By accepting this grant of Phantom Units, grant, you agree that any Units that you may acquire upon vesting payment of this award will not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable federal federal, state or state provincial securities laws. You also agree that (i) the certificates representing the Units acquired under this award may bear such legend or legends as the Committee deems appropriate in order to assure compliance with applicable... securities laws, (ii) the Partnership GPLLC may refuse to register the transfer of the Units to be acquired under this award on the transfer records of the Partnership if such proposed transfer would in the opinion of counsel satisfactory to the General Partner Partnership constitute a violation of any applicable securities law, and (iii) the Partnership may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Units to be acquired under this Agreement. award. View More
Found in GLOBAL PARTNERS LP contract
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