Forfeitable Shares Sample Clauses

Forfeitable Shares. (a) Until the 10th anniversary of the consummation of the Public Offering (the “Forfeitability Period”) and as further provided in this Section 1.10, a number of shares of the Total Contributor Consideration the Meruelo Group and Sunstone will be subject to forfeiture if the Operating Partnership recognizes, in connection with the disposition during the Forfeitability Period of any of the Properties (including those owned by the Participating Entities and those contributed in the Mergers other than the Property identified as the “Alameda Square project” in the Registration Statement (as defined below)), any of the Inherent Gain (defined in Section 1.8) that the Operating Partnership will have immediately after consummation of the Public Offering and the Formation Transactions. The total number of shares of Common Stock that the Contributors will collectively forfeit is a number of shares having an aggregate value equal to the federal and state income tax liability that the Company owes on its allocated share of such recognized income from such disposition (valuing each share of Common Stock for this purpose at the per share initial public offering price in the Public Offering), with the value of the forfeited shares constituting an adjustment to the Total Contributor Consideration received by the Contributors; provided that notwithstanding anything in this Agreement or the Merger Agreements to the contrary, in no event shall Meruelo Trust and Sunstone be required to forfeit shares of Common Stock having an aggregate value (as calculated above) in excess of the Maximum Tax Forfeiture Amount. The “
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Forfeitable Shares. Notwithstanding anything to the contrary contained in the Merger Agreement, the Company, as Exchange/Escrow Agent under the Merger Agreement hereby agrees to release all of the 150,000 Group 1 Forfeitable Shares to the Old Lexford Shareholders (in accordance with Schedule I). As soon as practicable after the effectiveness of this Agreement, the Company will deliver or cause its transfer agent to deliver, as the case may be, to the Old Lexford Shareholders the share certificates representing the Group 1 Forfeitable Shares. From and after the effectiveness of this Agreement, the Group 1 Forfeitable Shares will be deemed to be Non-Forfeited Shares and no longer subject to forfeiture under the Merger Agreement.
Sample 1
Forfeitable Shares. Buyer shall use its best efforts to include the Forfeitable Shares in a Registration Statement on Form S-3 (the "Forfeitable Shares Registration Statement") to be filed with the SEC within twenty (20) days after the Forfeiture Condition is satisfied in accordance with the terms and conditions of the Rights Agreement. As used in this Section 9.2, "Forfeiture Condition" means that the Gross Revenues generated by the Business for the calendar year 2003 equal or exceed $1,000,000 as determined upon the completion of the 2003 audit of the Business, which shall be completed no later than March 31, 2004. If, for any reason, the Forfeiture Condition is not satisfied, Seller shall forfeit the Forfeitable Shares to Buyer. The stock certificates representing the Forfeitable Shares shall contain a legend referencing the Forfeitable Condition. If and when the Forfeitable Condition has been satisfied, Seller shall be entitled to exchange the stock certificates containing the Forfeitable Condition legend for new stock certificates without the Forfeitable Condition legend, which new certificates shall be provided to Seller within ten business days of the date Seller surrenders the stock certificates containing the Forfeitable Condition legend. The Forfeitable Shares shall be held by Xxxxxxx Xxxxxxxx Xxxxx Xxxxxxxxxxx & Kuh, LLP, as escrow agent, pursuant to the terms of the Joint Escrow Instructions annexed hereto as Exhibit A-2 pending determination of the audited determination of whether the Forfeitable Condition has been satisfied, which shall be made no later than March 31,
Sample 1
Forfeitable Shares 
Sample 1

Related to Forfeitable Shares

  • Restricted Shares Employee hereby accepts the Restricted Shares when issued and agrees with respect thereto as follows:

  • Forfeiture of Restricted Shares Subject to Section 4(b), if your Service to the Company or any Affiliate terminates before all of the Restricted Shares have vested, or if you attempt to transfer Restricted Shares in a manner contrary to the transfer restrictions, you will immediately forfeit all unvested Restricted Shares. Any Restricted Shares that are forfeited shall be returned to the Company for cancellation.

  • Restricted Share Units Restricted Share Units means Restricted Share Units granted to Participant under the Plan subject to such terms and conditions as the Committee may determine at the time of issuance.

  • Rights as Shareholder; Dividend Equivalents 5.1 The Grantee shall not have any rights of a shareholder with respect to the shares of Common Stock underlying the Restricted Stock Units unless and until the Restricted Stock Units vest and are settled by the issuance of such shares of Common Stock.

  • Forfeiture of Restricted Stock Units Except as provided in Section 3, if the Employee terminates employment prior to the satisfaction of the vesting requirements set forth in Section 2(a) above, any unvested Restricted Stock Units shall immediately be forfeited. The period of time during which the Restricted Stock Units covered by this Award are forfeitable is referred to as the “Restricted Period.”

  • Forfeiture of Restricted Stock Upon the termination of your employment by you, the Company or its Subsidiaries for any reason other than those set forth in Section 4 hereof prior to such vesting, in addition to the circumstance described in Section 9(a) hereof, any and all Shares of Restricted Stock which have not become vested in accordance with Section 3, 4 or 5 hereof shall be forfeited and shall revert to the Company.

  • Vesting of Restricted Shares The Restricted Shares are subject to forfeiture to the Company until they become nonforfeitable in accordance with this Section 2. While subject to forfeiture, the Restricted Shares may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law.

  • Forfeiture of Founder Shares To the extent that the Underwriters do not exercise their option to purchase additional Units within 45 days from the date of the Prospectus in full (as further described in the Prospectus), the Sponsor agrees to automatically surrender to the Company for no consideration, for cancellation at no cost, an aggregate number of Founder Shares so that the number of Founder Shares will equal of 20% of the sum of the total number of Ordinary Shares and Founder Shares outstanding at such time. The Sponsor and Insiders further agree that to the extent that the size of the Public Offering is increased or decreased, the Company will effect a share capitalization or a share repurchase, as applicable, with respect to the Founder Shares immediately prior to the consummation of the Public Offering in such amount as to maintain the number of Founder Shares at 20% of the sum of the total number of Ordinary Shares and Founder Shares outstanding at such time.

  • Award of Restricted Shares The Committee hereby awards to the Awardee [insert # of shares] Restricted Shares. All such Restricted Shares shall be subject to the restrictions and forfeiture provisions contained in Sections 4, 5 and 6, such restrictions and forfeiture provisions to become effective immediately upon execution of this Agreement by the parties hereto.

  • Vested Options Prior to the Closing, the Board of Directors of the Company shall have adopted resolutions (in a form reasonably satisfactory to Parent), and the Company hereby agrees to take all other actions reasonably necessary, to cause, in accordance with the Yodlee, Inc. 1999 Stock Plan, as amended; the Yodlee, Inc. 2001 Stock Plan, as amended; the Yodlee, Inc. 2009 Equity Incentive Plan, as amended; and the Yodlee, Inc. 2014 Equity Incentive Plan, as amended (collectively the “Equity Plans”), each stock option granted thereunder (“Company Stock Option”) that is vested and exercisable and that remains outstanding as of immediately prior to the Closing, including Company Stock Options that will become vested as of the Closing (the “Vested Options”) to be exercised immediately prior to the Closing in a cashless net exercise with shares of Company Common Stock that would otherwise be received on the exercise of such Vested Option being retained by the Company to cover the exercise price and any applicable tax withholding obligations and to issue the net number of shares of Company Common Stock upon such net exercise to the holder of such Company Stock Option where the value of a share of Company Common Stock for purposes of the foregoing shall be the sum of (i) the Per Share Cash Consideration and (ii) the value of the Per Share Stock Consideration and for purposes of determining the value of the Per Share Stock Consideration, the Parent Stock Value used to determine the Per Share Stock Consideration will be used. As of the Effective Time, each such share of Company Common Stock shall be converted into the right to receive the sum of (i) the Per Share Cash Consideration and (ii) the Per Share Stock Consideration pursuant to the terms of this Article I. Each Vested Option outstanding immediately prior to the date of exercise, when exercised in accordance with this Section 1.7(a) or otherwise, shall no longer be outstanding, shall automatically be canceled and shall cease to exist. The Company agrees to process the exercise of the Vested Options through payroll as appropriate and to remit any necessary withholding amounts that arise upon the exercise of the Vested Options to the appropriate Tax authorities or Governmental Entities, as required by applicable law.

Time is Money Join Law Insider Premium to draft better contracts faster.