Voting and Dividend Rights Contract Clauses (91)

Voting and Dividend Rights. The Employee does not have the right to vote the Deferred Shares or receive dividends prior to the date, if any, such Deferred Shares are paid to the Employee in the form of Common Stock pursuant to the terms hereof. However, unless otherwise determined by the Compensation Committee, the Employee shall receive cash payments (less applicable withholding taxes) in lieu of dividends otherwise payable with respect to shares of Common Stock equal in number to the Deferred Shares that have not been fo...rfeited, as such dividends are paid. View More

Voting and Dividend Rights. Recipient agrees that during the period in which any Restricted Stock is unvested and subject to the restrictions provided herein, the Recipient shall not have the right to vote, or to receive cash dividends (except as contemplated in Section 5 hereof) payable on, such unvested shares of Restricted Stock. Any dividend or distribution payable with respect to Restricted Stock that shall be paid in shares of Common Stock or other property (excluding cash), or any consideration (including cash) rece...ivable for conversion of or in exchange for any shares of Restricted Stock, shall be subject to the same restrictions applicable to the unvested Restricted Stock (with such modifications thereof as the Board may provide in its absolute discretion), and shall be held in custody by the Company or with a third party custodian or trustee until the vesting of the corresponding Restricted Stock. Outside Director 4. Vesting. Except as otherwise provided herein, and provided that from the date hereof through the applicable vesting date set forth below the Recipient remains continuously a member of the Board (or otherwise continues to provide services to the Company), the restrictions on the Restricted Stock shall lapse and the Restricted Stock shall vest in accordance with the vesting schedule below. Vesting Date Shares Vesting [The one-year anniversary of the Date of Grant] 100% of Restricted Stock awarded The foregoing vesting period notwithstanding, upon the occurrence of a Change in Control, 100% of the unvested shares of Restricted Stock shall vest as of the date of the Change in Control. "Change in Control" shall mean (i) a sale of all or substantially all of the assets of the Company to any person or entity that is not a wholly owned Subsidiary; (ii) a merger or consolidation to which the Company is a party if all persons who were shareholders of the Company immediately prior to the effective date of the merger or consolidation become beneficial owners (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of securities having less than 50% of the total combined voting power for election of directors (or comparable governing body) of the surviving corporation or other entity following the effective date of such merger or consolidation; or (iii) the approval by shareholders of the Company of any plan or proposal for the liquidation of the Company or its Subsidiaries (other than into the Company). Upon the Recipient's ceasing to be a member of the Company's Board (or the board of directors of a successor to the Company) or to otherwise provide services to the Company, whether as an Officer, employee, consultant, or other individual service provider, for any reason, the Recipient shall on such date immediately forfeit all rights in the shares of Restricted Stock which shall not have become vested, and the ownership of such shares shall immediately fully vest in the Company, which shall have no further obligations to the Recipient under this Agreement. Upon the vesting as to any portion of the Restricted Stock, the Company will cause a new certificate evidencing such number of vested shares of Common Stock to be delivered to the Recipient, free of the legend regarding restrictions on transfer; provided that the Company shall not be obligated to issue any fractional share of Common Stock. View More

Voting and Dividend Rights. Except as otherwise determined by the Compensation Committee or required by applicable law, the Participant shall not have the right to vote the underlying shares of stock subject to a Restricted Stock Unit Award until the Restricted Stock Units have vested and the shares have been delivered to the Participant as provided in Section 6.3 of the Plan. The Participant will have the right to receive dividend equivalents on unvested Restricted Stock Units with respect to equivalent number of shares u...nderlying the Restricted Stock Unit Award. Dividend equivalents, to the extent they are payable, shall be paid no later than sixty (60) days after any declared dividend is paid to shareholders. Such dividend equivalent payments made under this Agreement will be made by the Participant's employer company and will be taxed to the Participant in accordance with applicable law. All distributions, if any, received by the Participant with respect to Restricted Stock Units awarded herein as a result of any stock split, stock distributions, combination of shares, or other similar transaction shall be subject to the restrictions of the Plan and this Agreement. View More

Voting and Dividend Rights. The Participant shall have all the rights of a stockholder of Stock, including the right to vote the shares of Restricted Stock, until such shares are forfeited. The Participant shall have the 2 right to receive, free of any Risk of Forfeiture (but subject to applicable withholding taxes) all cash and non-cash dividends paid with respect to shares of Restricted Stock until such shares are forfeited.