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. Except as otherwise provided in Section 6 with respect to a sale of RSU Shares in connection with the Participant making a required Tax Payment, the RSU Shares may only be sold, pledged, transferred or otherwise disposed of, whether with or without consideration and whether voluntarily or involuntarily or by operation of law, in accordance with the Company's Stock Ownership Guidelines as in effect from time to time (or by will or the laws of descent and distribution or as otherwise permitted by ...the Committee). The RSUs granted hereunder may not be subject to lien, garnishment, attachment or other legal process and may not be transferred except to the extent permitted by the Plan. View More
Restrictions. Except as otherwise provided in Section 6 with respect to a sale of RSU Shares that are issued in connection with the Participant making a required Tax Payment, the RSU Shares particular Vesting Date may only be sold, pledged, transferred or otherwise disposed of, whether with or without consideration and whether voluntarily or involuntarily or by operation of law, in accordance with the Company's Stock Ownership Guidelines and the Company's Insider Trading Policy and Procedures as in effect fro...m time to time (or by will or the laws of descent and distribution or as otherwise permitted by the Committee). The RSUs granted hereunder may not be subject to lien, garnishment, attachment or other legal process and may not be transferred except to the extent permitted by the Plan. The Participant agrees to execute any documents the Company may require to effect these restrictions. View More
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Restrictions. Other than to effect a forfeiture in accordance with Section 5 below, Restricted Shares may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of during the Restricted Period and any attempt to do so shall be null and void and without effect. One or more share certificates or other evidence of title representing the Restricted Shares shall be registered in the Grantee's name promptly following the execution of this Agreement and shall bear a legend making appropriate... reference to the transfer restrictions and forfeiture conditions imposed hereunder. Share certificates or other evidence of title for the Restricted Shares shall be held in escrow by the Company or its transfer agent until the restrictions with respect to such Restricted Shares lapse in accordance with the provisions of Section 2 above or until such Restricted -2- Shares are forfeited pursuant to Section 5. Share certificates or other evidence of title for Restricted Shares shall be delivered to the Grantee only when and to the extent that the restrictions with respect to such Restricted Shares lapse in accordance with the provisions of Section 2 above. View More
Restrictions. Other than Shares of Restricted Stock shall be subject to effect a forfeiture in accordance with Section 5 below, Restricted Shares acquisition by the Company and may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of during the Restricted Period and any attempt to do so shall be null and void and without effect. One or more share certificates or other evidence of title representing the shares of Restricted Shares Stock shall be registered in the Grantee's name pr...omptly following the execution of this Agreement and shall bear a legend making appropriate reference to the transfer restrictions and forfeiture conditions imposed hereunder. Share certificates or other evidence of title for the shares of Restricted Shares Stock shall be held in escrow by the Company or its transfer agent until the restrictions with respect to such shares of Restricted Shares Stock lapse in accordance with the -3- provisions of Section 2 above or until such shares of Restricted -2- Shares Stock are forfeited pursuant to Section 5. Share certificates or other evidence of title for Restricted Shares Stock shall be delivered to the Grantee only when and to the extent that the restrictions with respect to such Restricted Shares Stock lapse in accordance with the provisions of Section 2 above. View More
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Restrictions. This Agreement and Participant's interest in the Performance Cash granted by this Agreement are of a personal nature and, except as expressly provided in this Agreement or the Plan, Participant's rights with respect thereto may not be sold, mortgaged, pledged, assigned, alienated, transferred, conveyed or otherwise disposed of or encumbered in any manner by Participant. Any such attempted sale, mortgage, pledge, assignment, alienation, transfer, conveyance, disposition or encumbrance shall be vo...id, and the Partnership and its Affiliates shall not be bound thereby. NUSTAR ENERGY L.P.By: Riverwalk Logistics, L.P., its general partnerBy: NuStar GP, LLC, its general partner By: /s/ Bradley C. Barron Bradley C. Barron President & Chief Executive Officer APPENDIX A 1. No Guarantee of Tax Consequences. None of the Board, the Company, the Partnership or any Affiliate of any of the foregoing makes any commitment or guarantee that any federal, state, local or other tax treatment will (or will not) apply or be available to Participant (or to any person claiming through or on behalf of Participant) or assumes any liability or responsibility with respect to taxes and penalties and interest thereon arising hereunder with respect to Participant (or to any person claiming through or on behalf of Participant). View More
Restrictions. This Agreement and Participant's interest in the Performance Cash granted Restricted Units and the DERs covered by this Agreement are of a personal nature and, except as expressly provided in this Agreement or the Plan, Participant's rights with respect thereto may not be sold, mortgaged, pledged, assigned, alienated, transferred, conveyed or otherwise disposed of or encumbered in any manner by Participant. Any such attempted sale, mortgage, pledge, assignment, alienation, transfer, conveyance, ...disposition or encumbrance shall be void, and the Partnership Company and its Affiliates (including the Partnership) shall not be bound thereby. Page 5 NUSTAR ENERGY L.P.By: Riverwalk Logistics, L.P., its general partnerBy: NuStar GP, LLC, its general partner GP HOLDINGS, LLC By: /s/ Bradley C. Barron Bradley C. Barron President & Chief Executive Officer NUSTAR GP, LLC By: Bradley C. Barron President & Chief Executive Officer NUSTAR SERVICES COMPANY LLC By: Bradley C. Barron President & Chief Executive Officer Page 6 APPENDIX A 1. No Guarantee of Tax Consequences. None of the Board, the Company, board of directors of NuStar GP, the Partnership Company or any Affiliate of any of the foregoing (including the Partnership) makes any commitment or guarantee that any federal, state, local or other tax treatment will (or will not) apply or be available to Participant (or to any person claiming through or on behalf of Participant) or assumes any liability or responsibility with respect to taxes and penalties and interest thereon arising hereunder with respect to Participant (or to any person claiming through or on behalf of Participant). View More
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Restrictions. Subject to Section 2 above and Section 4 below, the restrictions on the Shares shall lapse and the Shares shall vest on the vesting date set forth in the 2014 Restricted Stock Award section of the Award Statement (the "Vesting Date"), provided that the Employee remains an employee of the Company (or a subsidiary or affiliate) during the entire period (the "Restriction Period") commencing on the Award Date and ending on the Vesting Date.
Restrictions. Subject to Section 2 1 above and Section 4 3 below, the restrictions on the Deferred Shares shall lapse and the Deferred Shares shall vest on the vesting date set forth in the 2014 Restricted Deferred Stock Award section of the Award Statement (the "Vesting Date"), provided that the Employee remains an employee of the Company (or a subsidiary or affiliate) during the entire period (the "Restriction Period") commencing on the Award Date and ending on the Vesting Date.
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Restrictions. Except as provided in the Plan or this Agreement, the restrictions on the RSUs are that they will be forfeited by the Participant and all of the Participant's rights to such RSUs shall immediately terminate without any payment or consideration by the Company, in the event of any sale, assignment, transfer, hypothecation, pledge or other alienation of such RSUs made or attempted, whether voluntary or involuntary, and if involuntary whether by process of law in any civil or criminal suit, action o...r proceeding, whether in the nature of an insolvency or bankruptcy proceeding or otherwise, by the Participant without the written consent of the Committee. View More
Restrictions. Except as provided in the Plan or this Agreement, the restrictions on the RSUs Restricted Shares are that they will be forfeited by the Participant and all of the Participant's rights to such RSUs shares shall immediately terminate without any payment or consideration by the Company, in the event of any sale, assignment, transfer, hypothecation, pledge or other alienation of such RSUs Restricted Shares made or attempted, attempted during the Restricted Period (as defined below), whether voluntar...y or involuntary, and if involuntary whether by process of law in any civil or criminal suit, action or proceeding, whether in the nature of an insolvency or bankruptcy proceeding or otherwise, by the Participant without the written consent of the Committee. Board. View More
Restrictions. Except as provided in the Plan or this Agreement, the restrictions on the RSUs Restricted Shares are that they will be forfeited by the Participant and all of the Participant's rights to such RSUs shares shall immediately terminate without any payment or consideration by the Company, in the event of any sale, assignment, transfer, hypothecation, pledge or other alienation of such RSUs Restricted Shares made or attempted, attempted during the Restricted Period (as defined below), whether voluntar...y or involuntary, and if involuntary whether by process of law in any civil or criminal suit, action or proceeding, whether in the nature of an insolvency or bankruptcy proceeding or otherwise, by the Participant without the written consent of the Committee. Board. View More
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Restrictions. (a) Non-Transferability. This Option may not be transferred in any manner other than by will or by the laws of descent or distribution or court order and may be exercised during the lifetime of Participant only by the Participant unless otherwise permitted by the Committee on a case-by-case basis. The terms of this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Participant. (b) Voting and Dividends. No Participant will have any of the rights o...f a stockholder with respect to any Shares until the Shares are issued to the Participant. After Shares are issued to the Participant, the Participant will be a stockholder and have all the rights of a stockholder with respect to such Shares, including the right to vote and receive all dividends or other distributions made or paid with respect to such Shares. (c) Certificates. All certificates for Shares will be subject to such stock transfer orders, legends and other restrictions as the Committee may deem necessary or advisable, including restrictions under any applicable federal, state or foreign securities law, or any rules, regulations and other requirements of the SEC or any stock exchange or automated quotation system upon which the Shares may be listed or quoted. (d) Escrow; Pledge of Shares. To enforce any restrictions on a Participant's Shares, the Committee may require the Participant to deposit all certificates representing Shares, together with stock powers or other instruments of transfer approved by the Committee, appropriately endorsed in blank, with the Company or an agent designated by the Company to hold in escrow until such restrictions have lapsed or terminated, and the Committee may cause a legend or legends referencing such restrictions to be placed on the certificates. If Participant is permitted to execute a promissory note as partial or full consideration for the purchase of Shares under this Agreement, he will be required to pledge and deposit with the Company all or part of the Shares so purchased as collateral to secure the payment of the Participant's obligation to the Company under the promissory note; provided, A-2 however, that the Committee may require or accept other or additional forms of collateral to secure the payment of such obligation and, in any event, the Company will have full recourse against the Participant under the promissory note notwithstanding any pledge of the Participant's Shares or other collateral. In connection with any pledge of the Shares, the Participant will be required to execute and deliver a written pledge agreement in such form as the Committee will from time to time approve. The Shares purchased with the promissory note may be released from the pledge on a pro rata basis as the promissory note is paid. (e) Insider Trading Policy. Participant shall comply with any policy adopted by the Company from time to time covering transactions in the Company's securities by employees, officers and/or directors of the Company. (f) Repricing; Exchange and Buyout of Awards. Without prior stockholder approval, the Committee may (a) reprice the Option (and where such repricing is a reduction in the Exercise Price of outstanding Options, the consent of Participant is not required provided written notice is provided to him), and (b) with the consent of the Participants (unless not required pursuant to Section 3(c) of this Agreement), pay cash or issue new awards in exchange for the surrender and cancellation of the Option, or any portion thereof. View More
Restrictions. (a) Non-Transferability. This Option may The RSUs and any interest therein shall not be transferred in any manner other than by will sold, assigned, transferred, pledged, hypothecated, or by the laws of descent or distribution or court order and may be exercised during the lifetime of Participant only by the Participant unless otherwise permitted by the Committee on a case-by-case basis. The terms of this Agreement shall be binding upon the executors, administrators, heirs, successors and assign...s of the Participant. disposed of. (b) Voting and Dividends. No Participant will have any of the rights of a stockholder with respect to any Shares until the Shares are issued to Participant. Dividends, if any (whether in cash or Shares), shall not be credited to Participant until he or she has acquired Shares in the Participant. Company. After Shares are issued to the Participant, the Participant will be a stockholder and have all the rights of a stockholder with respect to such Shares, including the right to vote and receive all dividends or other distributions made or paid with respect to such Shares. (c) Certificates. All certificates for Shares will be subject to such stock transfer orders, legends and other restrictions as the Committee may deem necessary or advisable, including restrictions under any applicable federal, state or foreign securities law, or any rules, regulations and other requirements of the SEC or any stock exchange or automated quotation system upon which the Shares may be listed or quoted. (d) Escrow; Pledge of Shares. Escrow. To enforce any restrictions on a Participant's Shares, the Committee may require the Participant to deposit all certificates representing Shares, together with stock powers or other instruments of transfer approved by the Committee, appropriately endorsed in blank, with the Company or an agent designated by the Company to hold in escrow until such restrictions have lapsed or terminated, and the Committee may cause a legend or legends referencing such restrictions to be placed on the certificates. If Participant is permitted to execute a promissory note as partial or full consideration for the purchase of Shares under this Agreement, he will be required to pledge and deposit with the Company all or part of the Shares so purchased as collateral to secure the payment of the Participant's obligation to the Company under the promissory note; provided, A-2 however, that the Committee may require or accept other or additional forms of collateral to secure the payment of such obligation and, in any event, the Company will have full recourse against the Participant under the promissory note notwithstanding any pledge of the Participant's Shares or other collateral. In connection with any pledge of the Shares, the Participant will be required to execute and deliver a written pledge agreement in such form as the Committee will from time to time approve. The Shares purchased with the promissory note may be released from the pledge on a pro rata basis as the promissory note is paid. (e) Insider Trading Policy. Participant shall comply with any policy adopted by the Company from time to time covering transactions in the Company's securities by employees, officers and/or directors of the Company. Company (f) Repricing; Exchange and Buyout of Awards. Without prior stockholder approval, the Committee may (a) reprice the Option (and where such repricing is a reduction in the Exercise Price of outstanding Options, the consent of Participant is not required provided written notice is provided to him), and (b) may, with the consent of the Participants (unless not required pursuant to Section 3(c) of this Agreement), Participants, pay cash or issue new awards in exchange for the surrender and cancellation of the Option, RSUs, or any portion thereof. View More
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Restrictions. You may not sell, transfer, pledge or otherwise encumber or dispose of, make any short sale of, grant any option for the purchase of or enter into any hedging or similar transaction with the same economic effect as a sale of, any RSUs. After settlement, as described above, RSUs that vest and are settled in accordance with the terms of this Agreement will no longer be considered RSUs.
Restrictions. You may not sell, transfer, pledge or otherwise encumber or dispose of, make any short sale of, grant any option for the purchase of or enter into any hedging or similar transaction with the same economic effect as a sale of, any RSUs. PSUs. After settlement, as described above, RSUs PSUs that vest and are settled in accordance with the terms of this Agreement will no longer be considered RSUs. PSUs.
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Restrictions. 15.1 ASSIGNMENT AND TRANSFER. Nonqualified Options may not be assigned or transferred (other than by will or by the laws of descent and distribution) unless the Committee, in its sole discretion, determines to allow such assignment or transfer and, if the Committee determines to allow any such assignment or transfer, the Transferee shall have the power to exercise such Nonqualified Option in accordance with the terms of the Award and the provisions of the Plan. No Incentive Stock Option, SAR, Re...stricted Stock during the Restriction Period, Restricted Stock Unit, Performance Share or unvested Other Award may be transferred other than by will or by the laws of descent and distribution. In no event may any Award granted under the Plan be transferred for value. During an Employee's lifetime, only the Employee (or in the case of incapacity of an Employee, the Employee's attorney in fact or legal guardian) may exercise any Incentive Stock Option or SAR. 15.2 FURTHER RESTRICTIONS. The Committee may specify at the date of grant of any Award that part or all of the Common Shares that are (i) to be issued or transferred by the Corporation upon the exercise of Options or SARs, upon the termination of any period of deferral applicable to Restricted Stock Units or upon payment under any grant of Performance Shares, Performance Units or Other Awards or (ii) no longer subject to the Restriction Period, will be subject to further restrictions on transfer. View More
Restrictions. 15.1 ASSIGNMENT AND TRANSFER. 13.1 Assignment and Transfer. Nonqualified Options may not be assigned or transferred (other than by will or by the laws of descent and distribution) unless the Committee, in its sole discretion, determines to allow such assignment or transfer and, if the Committee determines to allow any such assignment or transfer, the Transferee shall have the power to exercise such Nonqualified Option in accordance with the terms of the Award and the provisions of the this Plan.... No Incentive Stock Option, SAR, Restricted Stock during the Restriction Period, Restricted Stock Unit, Unit or Performance Share or unvested Other Award may be transferred other than by will or by the laws of descent and distribution. In no event may any Award granted under the Plan be transferred for value. During an Employee's lifetime, only the Employee (or in the case of incapacity of an Employee, the Employee's attorney in fact or legal guardian) may exercise any Incentive Stock Option or SAR. 15.2 FURTHER RESTRICTIONS. 13.2 Further Restrictions. The Committee may specify at the date of grant of any Award that part or all of the Common Shares that are (i) to be issued or transferred by the Corporation upon the exercise of Options or SARs, upon the termination of any period of deferral applicable to Restricted Restrict Stock Units or upon payment under any grant of Performance Shares, Shares or Performance Units or Other Awards or (ii) no longer subject to the Restriction Period, will be subject to further restrictions on transfer. View More
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Restrictions. The Restricted Stock is subject to the following transfer and forfeiture conditions ("Restrictions"), which will lapse, if at all, as described in the "Lapse of Restrictions" section below. The period during which Restricted Stock is subject to the Restrictions imposed by the Plan and under this letter is referred to in this letter as the "Restricted Period." a. Until the Restrictions lapse as set forth in paragraphs (a), (b), (c) or (d) under Lapse of Restrictions below, the Restricted Stock ge...nerally is not transferable by you except by will or according to the laws of descent and distribution. All rights with respect to the Restricted Stock are exercisable during your lifetime only by you, your guardian, or your legal representative. b. Any shares of Restricted Stock for which the Restrictions have not lapsed will automatically be forfeited without consideration upon the termination of your employment with SpartanNash for any reason other than death, Disability or Retirement. Upon the termination of your employment with SpartanNash due to your death, Disability or Retirement, the Restrictions applicable to any shares of Restricted Stock will lapse in accordance with the applicable provisions set forth in paragraphs (2) or (3) under Lapse of Restrictions below. Notwithstanding the foregoing, the Committee (as defined in the Plan) reserves the right, in its sole discretion, to waive the Restrictions remaining on any or all such shares of Restricted Stock at the time of termination of employment. c. If you enter into Competition (as defined in the Plan) with SpartanNash, all shares of Restricted Stock still subject to Restrictions will automatically be forfeited without consideration. The Committee (as defined in the Plan) or officers designated by the Committee have absolute discretion to determine whether you have entered into Competition with SpartanNash. View More
Restrictions. The Restricted Stock is subject to the following transfer and forfeiture conditions ("Restrictions"), which will lapse, if at all, as described in the "Lapse of Restrictions" section below. The period during which Restricted Stock is subject to the Restrictions imposed by the Plan and under this letter is referred to in this letter as the "Restricted Period." a. (a) Until the Restrictions lapse as set forth in paragraphs (a), (b), (c) or (d) under Lapse of Restrictions below, the Restricted Stoc...k generally is not transferable by you except by will or according to the laws of descent and distribution. All rights with respect to the Restricted Stock are exercisable during your lifetime only by you, your guardian, or your legal representative. b. (b) Any shares of Restricted Stock for which the Restrictions have not lapsed will automatically be forfeited without consideration upon the termination of your employment with service as a director of SpartanNash for any reason other than death, Disability or Retirement. Upon the termination of your employment with SpartanNash due to your death, Disability or Retirement, the Restrictions applicable to any shares of Restricted Stock will lapse reason, except as otherwise provided in accordance with the applicable provisions set forth in paragraphs (2) or (3) under Lapse of Restrictions below. Notwithstanding the foregoing, the Committee (as defined in the Plan) reserves the right, in its sole discretion, to waive the Restrictions remaining on any or all such shares of Restricted Stock at the time of termination of employment. c. this letter. (c) If you enter into Competition (as defined in the Plan) with SpartanNash, all shares of Restricted Stock still subject to Restrictions will automatically be forfeited without consideration. The Committee (as defined in the Plan) or officers designated by the Committee have absolute discretion to determine whether you have entered into Competition with SpartanNash. View More
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Restrictions. Subject to Paragraphs 5 and 9 below, the restrictions set forth in Paragraph 4 (the "Restrictions") on one-third of the Shares shall lapse and such Shares shall become vested and non-forfeitable commencing one year from the Award Date and each year anniversary thereafter (each anniversary, a "Vesting Date") until the third anniversary of the Award Date, at which time one hundred percent (100%) of the Shares shall be fully vested and non-forfeitable, provided that the Grantee remains an employee ...of, or in the service of, the Company during the entire period (the "Restriction Period") commencing on the Award Date and ending on the applicable Vesting Date, such that: a. On the first anniversary of the Award Date, the Restrictions on one-third of the Shares shall lapse and one-third of the total number of Shares shall be vested and non-forfeitable; b. On the second anniversary of the Award Date, the Restrictions on an additional one-third of the Shares shall lapse and two-thirds of the total number of Shares shall be vested and non-forfeitable; and c. On the third anniversary of the Award Date, the Restrictions on an additional one-third of the Shares shall lapse and 100% of the total number of Shares shall be vested and non-forfeitable. View More
Restrictions. Subject to Paragraphs 5 and 9 below, the restrictions set forth in Paragraph 4 (the "Restrictions") on one-third twenty-five percent (25%) of the Shares shall lapse and such Shares shall become vested and non-forfeitable commencing one year from on the Award Date and each year anniversary thereafter (each anniversary, a "Vesting Date") until the third anniversary of the Award Date, at which time one hundred percent (100%) of the Shares shall be fully vested and non-forfeitable, provided that the... Grantee remains an employee a director of, or in the service of, the Company during the entire period (the "Restriction Period") Period"), commencing on the Award Date and ending on the applicable Vesting Date, such that: a. On the first anniversary of the Award Date, the Restrictions on one-third 25% of the Shares shall lapse and one-third 25% of the total number of Shares shall be vested and non-forfeitable; b. On the first anniversary of the Award Date, the Restrictions on an additional 25% of the Shares shall lapse and 50% of the total number of Shares shall be vested and non-forfeitable; c. On the second anniversary of the Award Date, the Restrictions on an additional one-third 25% of the Shares shall lapse and two-thirds 75% of the total number of Shares shall be vested and non-forfeitable; and c. d. On the third anniversary of the Award Date, the Restrictions on an additional one-third 25% of the Shares shall lapse and 100% of the total number of Shares shall be vested and non-forfeitable. View More
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