Restricted Common Stock. As a condition for the execution of this Agreement by the Investor, the Company shall issue to the Investor one hundred thirty three thousand three hundred thirty three (133,333) shares of restricted Common Stock (the “Restricted Shares”). The Restricted Shares shall be delivered to the Investor upon the execution of this Agreement.
Restricted Common Stock. (a) Executive is hereby granted 483,432 shares of restricted common stock of the Company, $.01 par value per share (the “Shares”) subject to vesting in 30,000 share increments on a quarterly basis commencing on the Effective Date, except the first quarter commencing as of the Effective Date 33,432 shares shall vest at the end thereof. The Shares shall be other compensation to the Executive for his services hereunder and shall be earned and vest at the end of each quarter during the Employment Period.
Restricted Common Stock. The Holder understands that the Common Stock has not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Holder’s representations as expressed herein. The Holder understands that the shares of Common Stock are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Holder must hold the shares of Common Stock indefinitely unless they are registered with the SEC Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Holder acknowledges that the Company has no obligation to register or qualify the shares of common Stock for resale. The Holder further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the shares of Common Stock, and on requirements relating to the Company which are outside of the Holder’s control, and which the Company is under no obligation and may not be able to satisfy.
Restricted Common Stock. The Purchaser understands that Suncross has not registered the Common Stock under the Securities Act of 1933, as amended (the “Act”) or the applicable securities laws of any state in reliance on exemptions from registration. The Purchaser further understands that such exemptions depend upon the Purchaser’s investment intent at the time the Purchaser acquires the Common Stock, the Purchaser therefore represents and warrants that the Purchaser is purchasing the Common Stock for her own account for investment and not with a view to distribution, assignment, resale or other transfer of the Common Stock. Except as specifically stated herein, no other person has a direct or indirect beneficial interest in the Common Stock. Because the Common Stock shares are not registered, the Purchaser is aware that he must hold them indefinitely unless they are registered under the Act and any applicable state securities laws or he must obtain exemptions from such registration.
Restricted Common Stock. The Participant shall be entitled to receive a number of shares of Restricted Stock, computed as follows:
Restricted Common Stock. Purchaser understands that the shares of Common Stock it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act of 1933, as amended (the "Securities Act"), only in certain limited circumstances. In this connection Purchaser represents that it is familiar with Securities and Exchange Commission (the "SEC") Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.
Restricted Common Stock. During the Employment Term, Executive is entitled to earn up to Two Million (2,000,000) shares of restricted common stock ("Shares") of the Corporation, subject to certain Sales Goal Thresholds as set forth in this Section 7.3 being met by the Corporation's current and/or future subsidiaries during his Employment Term, as follows:
Restricted Common Stock. As a condition for the execution of this Agreement by the Investor, the Company shall issue to the Investor 1,000,000 shares of restricted Common Stock (the “Restricted Shares”). The Restricted Shares shall be delivered to the Investor upon the execution of this Agreement. Such shares shall have no registration rights.
Restricted Common Stock. In consideration of the services to be rendered by Advisor pursuant to this Agreement, Advisor shall be entitled to receive as compensation 18,000 shares of the Company’s common stock. The shares of common stock of the Company shall be issued after the closing of the PIPE financing for the Company’s acquisition of Grilled Cheese, Inc. concurrent with the Alternative Public Offering. Advisor acknowledges that the common stock has not been registered under the Securities Act of 1933, as amended, or under any state securities laws. Advisor is familiar with the provisions of the Securities Act and Rule 144 thereunder and understands that restrictions governing sale apply.
Restricted Common Stock. The Compensation Committee has agreed to award the Executive thirty-five thousand shares of restricted common stock of the Company (the "Restricted Shares"), contingent on Executive's executing this Agreement, with the date of grant as soon as practicable after the Effective Date. The Restricted Shares will be subject to the terms and conditions of the Trimeris, Inc. Amended and Restated Stock Incentive Plan (the "Stock Incentive Plan") and the provisions of a Restricted Stock Agreement reflecting the grant. The Restricted Shares will be unvested and forfeitable until the third anniversary of their date of grant, as of which future date, assuming continued employment to that point, the shares will fully vest and be nonforfeitable. Vesting will fully accelerate immediately prior to (and subject to) or in connection with the completion of a Change in Control. If Executive's employment ends for any reason while any shares are unvested under these provisions (and do not vest under the preceding sentence), those unvested shares will be immediately forfeited, unless the Compensation Committee provides otherwise.
