Eligible Shares. Subject to Section 2.1, the Shares shall be subject to the registration rights in this Article III until (i) a registration statement covering such Shares has been declared effective by the SEC and such Shares have been disposed of pursuant to such effective registration statement, (ii) the Shares are distributed to the public pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, or (iii) the Shares have otherwise been transferred and may be resold by such transferee without registration under the Securities Act and without restriction under Rule 144.
Eligible Shares. The number of Eligible Shares for a Performance Year shall equal: • for the Performance Year ending September 30, 2007, twenty percent (20%) of the total number of Performance Shares subject to the Award; and • for each Performance Year that commences after September 30, 2007, the sum of (i) twenty percent (20%) of the total number of Performance Shares subject to the Award, and (ii) fifty percent (50%) of the total number of the Cumulative Unvested Shares as of the first day of such Performance Year. For these purposes, “Cumulative Unvested Shares” as of the first day of any Performance Year shall mean the amount obtained by subtracting (x) the aggregate number of Performance Shares that have vested hereunder with respect to all Performance Years that precede such Performance Year, from (y) the amount obtained by multiplying (A) the total number of Performance Shares subject to the Award, by (B) twenty percent (20%), by (C) the number of such Performance Years that precede such Performance Year. By way of example only, the following chart illustrates the number of Performance Shares that would be Eligible Shares for each Performance Year, assuming a 1,000-share grant and a Vesting Percentage for each such Performance Year of 80% (which assumes a 12% EPS CAGR multiplied by 6.67, as determined under Section 3(b)): Cumulative % Shares Cumulative Shares Shares Available Shares Shares Shares 50% Shares Year Vested Granted Granted To Vest Vested Vested Unvested Unvested FY’07 80.0 % 200 200 200 160 160 40 20 FY’08 80.0 % 200 400 220 176 336 64 32 FY’09 80.0 % 200 600 232 186 522 78 39 FY’10 80.0 % 200 800 239 191 713 87 43 FY’11 80.0 % 200 1,000 243 195 908 92 N/A 1,000 908 In no event shall any Performance Shares be eligible to vest with respect to any period after the Performance Year ending September 30, 2011 (other than those shares that vest on the second Friday of November 2011 with respect to the immediately preceding fiscal year). Accordingly, one hundred percent (100%) of the Performance Shares eligible to vest for the Performance Year ending September 30, 2011 that do not vest after application of the Vesting Percentage for such Performance Year shall be forfeited as of the second Friday of November 2011.
Eligible Shares. In order for shares to be eligible previously-acquired shares of PNC common stock for purposes of this Section 3 of the Addendum (“Eligible Shares”), Optionee must have owned those shares for at least six (6) months prior to the Original Option Exercise Date and, in the case of restricted stock, at least six (6) months must have passed since the restrictions lapsed, or, in either case, such other period as may be specified or permitted by PNC. In addition, to be Eligible Shares, those shares cannot be subject to any contractual restriction, pledge or other encumbrance.
Eligible Shares. Eligible Shares" shall mean 100% of the shares of Common Stock owned by each Stockholder on the Closing Date, as set forth on Schedule 5 hereto (referred to herein as the "Post-Closing Ownership"), on a cumulative basis on the fourth anniversary of the Closing, with 25% of such Post-Closing Ownership becoming eligible on each of the first four anniversaries of the Closing.
Eligible Shares. The Participant shall be issued that number of shares as is set forth on Schedule I attached to and made a part of this Plan.
Eligible Shares. Section 3.2
Eligible Shares. Each share of common stock, par value $.01 per share (the "Common Shares"), of the Company outstanding on December 11, 1995 (the "First Record Date"), is entitled to one right (a "Right"), as defined in and subject to the terms and conditions of the Rights Agreement. Under the Rights Agreement, a Right entitles the registered holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock, par value $.01 per share (the "Preferred Shares"), of the Company at a price of $33.33 per one one-hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. Each share of Common Stock that becomes outstanding after the First Record Date is also entitled to a Right, subject to the terms and conditions of the Original Rights Agreement. Each share of 6% Convertible Preferred Stock, par value $.01 per share (the "Convertible Shares") of the Company outstanding on November 23, 2005 (the "Second Record Date"), is entitled to one Right for each share of Common Stock into which the Convertible Share is convertible as of the Distribution Date (as defined in the Rights Agreement), subject to the terms and conditions of the Rights Agreement. Each Convertible Share that becomes outstanding after the Second Record Date is also entitled to a Right, subject to the terms and conditions of the Rights Agreement.
Eligible Shares. Following the Restriction Period as set forth in Paragraph 1.2 above, the amount of Shares that the Shareholder can sell is limited, regardless of whether such sales involve restricted or unrestricted securities, to the greater of: (i) 1% of the issuer's public float of the same class of securities being sold; or (ii) the average weekly reported trading volume of such class of securities for the four calendar weeks before the proposed sale.
Eligible Shares. “Eligible Shares” means the number of shares of Equity Securities owned by Participant as of the date of this Agreement, plus any shares of Equity Securities acquired directly from the Company, and minus the aggregate number of shares of Equity Securities sold by Participant after the date of this Agreement. The number of Eligible Shares held by Participant pursuant to any then-outstanding Note(s) will be determined based on Participant’s ability to elect to convert such Note(s) in to shares of Company common stock.
Eligible Shares. For purposes of Paragraph 3(a) hereof, "Eligible Shares" are the total number of Shares granted divided by sixty (60) and then multiplied by the number of full calendar months beginning November 1, 2004, that Employee has worked prior to the event set forth in Paragraph 3 triggering the pro-rata vesting, rounded up to the next whole Share.
