Restricted Units. The Subscriber understands that there currently is no public market for any of the Units and that even if there were, Rule 144 promulgated under the Act requires, among other conditions, a one-year holding period prior to the resale (in limited amounts) of securities acquired in a non-public offering without having to satisfy the registration requirements under the Act. The Subscriber understands and hereby acknowledges that the Company is under no obligation to register the Units under the Act or any state securities or "blue sky" laws. The Subscriber consents that the Company may, if it desires, permit the transfer of any of the Units out of the Subscriber's name only when the Subscriber's request for transfer is accompanied by an opinion of counsel reasonably satisfactory to the Company that neither the sale nor the proposed transfer results in a violation of the Act or any applicable state “blue sky” laws (collectively, the "Securities Laws"). The Subscriber agrees to hold the Company and its members, managers, officers, employees, controlling persons and agents and their respective heirs, representatives, successors and assigns harmless and to indemnify them against all liabilities, costs and expenses incurred by them as a result of any misrepresentation made by the Subscriber contained in this Agreement or any sale or distribution by the Subscriber in violation of the Securities Laws. The Subscriber understands and agrees that in addition to restrictions on transfer imposed by applicable Securities Laws, the transfer of the Purchased Units will be restricted by the terms of the Debt Offering Documents.
Restricted Units. The Restricted Units are restricted in that they may be forfeited to the Company and in that they may not, except as otherwise provided in Section 5, be transferred or otherwise disposed of by the Director until such restrictions are removed or expire as described in Section 4 of this Agreement. The Company shall issue in the Director’s name the Restricted Units and retain the Restricted Units until the restrictions on such Restricted Units expire or until the Restricted Units are forfeited as described in Section 4 of this Agreement. The Director agrees that the Company will hold the Restricted Units pursuant to the terms of this Agreement until such time as the Restricted Units are either delivered to the Director or forfeited pursuant to this Agreement.
Restricted Units. The Company shall obtain the Units subject to this Agreement and cause such Units to be held for you in book entry form by the Partnership’s transfer agent with a notation that the Units are subject to restrictions. You hereby agree that the Restricted Units shall be held subject to restrictions as provided in the Agreement until the restrictions on such Restricted Units expire or the Restricted Units are forfeited as provided in Section 6 of this Agreement. You hereby agree that if part or all of the Restricted Units are forfeited pursuant to this Agreement, the Company shall have the right to direct the Partnership’s transfer agent to cancel such forfeited Restricted Units or, at the Company’s election, transfer such Restricted Units to the Company or to any designee of the Company. US 1726094v.5
Restricted Units. In accordance with Section 4.5.5, to the extent the General Partner issues shares of restricted common stock or restricted stock units pursuant to a Stock Incentive Plan, the Partnership shall issue to the General Partner an equal number of Common Units that are subject to a similar vesting schedule, forfeiture provisions and other terms and conditions that correspond to those of the restricted common stock (“Restricted Common Units”). The terms of such Restricted Common Units shall comply in all respects with the elective safe harbor provided in proposed Regulations Section 1.83-3(l) and the proposed revenue procedure issued as part of IRS Notice 2005-43, as each of the same may be revised and finalized; provided, however, that such Restricted Common Units are issued after the adoption of such Regulation and revenue procedure as final. The Partnership is authorized and directed to elect such safe harbor, and the Partnership and each of its partners (including the General Partner, as holder of such Restricted Common Units, and any other holder of Partnership Units transferred in connection with the performance of services) agrees to comply with all requirements of the safe harbor with respect to all Restricted Common Units (or other Partnership Units transferred in connection with the performance of services) while this election remains effective; provided, however, that such Restricted Common Units are issued after the adoption of such Regulation and revenue procedure as final.
Restricted Units. In accordance with Section 4.3(e), to the extent the Company issues restricted REIT Shares, the Partnership shall issue to the Company an equal number of Partnership Common Units that are subject to a similar vesting schedule, forfeiture provisions and other terms and conditions that correspond to those of the restricted REIT Shares (“Restricted Partnership Common Units”).
Restricted Units. As of the Effective Date, the Employee will receive a restricted Unit award in the amount of 50,000 Units of Linn Energy, which shall be awarded under the terms of the Incentive Plan, and subject to a service-based vesting schedule and such other terms and conditions set forth in the applicable restricted unit agreement.
Restricted Units. (a) Each award of Covidien RSUs held by a Covidien Group Employee or Former Employee immediately prior to the Effective Time shall be adjusted, effective as of the Effective Time, by multiplying the number of Covidien Ordinary Shares subject to such Covidien RSU award by the Covidien Share Ratio, which product shall be rounded down to the nearest whole number of units with a cash payment for any fractional units to be made as soon as administratively practicable after the Effective Time but in any event no later than September 1, 2013 (each such adjusted Covidien RSU, an “Adjusted Covidien RSU”); provided, however, that for any Covidien Group Employee who has satisfied the requirements for Normal Retirement (as defined in the applicable terms and conditions) as of the Effective Time, such product shall be subject to regular rounding in lieu of a cash payment for fractional units. Each Adjusted Covidien RSU shall be subject to the same terms and conditions after the Effective Time as the terms and conditions applicable to the corresponding Covidien RSU immediately prior to the Effective Time.
Restricted Units. The Restricted Units will be registered in the name of the Employee. All indicia of ownership representing Restricted Units shall be retained by the Company.
Restricted Units. In consideration of the services Executive shall provide to the Company under this Agreement, the managing board of the Company (or a committee appointed by such managing board) shall grant to Executive an award (the "Restricted Unit Award") equal to 0.5% of the Class B Membership Units of the Company ("Class B Membership Units") issued and outstanding as of the date on which the closing of the transactions contemplated by the Purchase and Sale Agreement (the "Transactions"), dated December 24, 2003, by and among the Company, LVH Corporation and Park Place Entertainment Corporation (the "Purchase Agreement") occurs. The Restricted Unit Award shall be granted pursuant to the Colony Resorts LVH Acquisitions, LLC 2004 Incentive Plan (the "Incentive Plan"), which shall be established and adopted by the Company in connection with the Transactions. The Restricted Unit Award and Executive's rights and obligations with respect to the Class B Membership Units shall be subject in all respects to the terms of (i) the Incentive Plan, (ii) the restricted unit award agreement to be entered into evidencing the Restricted Unit Award (the "Restricted Unit Award Agreement"), (iii) the Company's Limited Liability Company Agreement, as may be amended from time to time, and (iv) the Holders Agreement to be entered into in connection with the consummation of the Transactions (together, the "Governing Documents"). Subject to Executive's continued employment with the Company and the limitations contained the Governing Documents, the Class B Membership Units subject to the Restricted Unit Award shall vest and the restrictions shall lapse as to 33.33% of the total number of Class B Membership Units awarded on each of the first three anniversaries of the date on which the Restricted Unit Award is granted. The Restricted Unit Award Agreement shall not be inconsistent with the terms provided in this Paragraph 3(c).
Restricted Units. The Viacom Compensation Committee will award you four (4) grants under the LTMIP, each for 115,000 restricted share units (“Restricted Units”), during the first calendar quarter of 2005, 2006, 2007 and 2008. Each Restricted Unit will correspond to one (1) share of Viacom Class B Common Stock. At the time of each grant, the Compensation Committee will establish a performance goal requirement for such award of Restricted Units for a performance period that will end no later than December 31st of the year in which the grant was made. The Compensation Committee shall establish the same performance goal for each grant of Restricted Units that it establishes for the Senior Executive STIP for the performance period during which such grant of Restricted Units is awarded. At the first Compensation Committee meeting held after the end of each performance period during which Restricted Units were awarded (which meeting is expected to be held in January), the Compensation Committee will determine whether the performance goal for each award of Restricted Units has been achieved. If the Committee certifies that the performance goal established for an award of Restricted Units has been achieved, the award will vest and become payable as described below. If the Compensation Committee finds that the goal established for any grant of Restricted Units has not been achieved, the award will not vest and will be cancelled. The Restricted Units will be payable only in Xxxxxx Xxxxxxx July 1, 2004 shares of Class B Common Stock. Prior to the end of each calendar year during the Employment Term, you will have an option to defer receipt of payment of the Restricted Units that will be awarded during the following year; you can defer payment of such Restricted Units as follows: (x) for up to ten (10) years after the Restricted Units vest for in-service distributions, and (y) for up to three (3) years after the termination of your Viacom employment for post-termination distributions. If a timely election to defer is not made for any award of Restricted Units, payment of such Restricted Units will be made shortly after the Restricted Units vest. Notwithstanding any of the foregoing, payment of each award of Restricted Units will be deferred to the date determined in accordance with paragraph 20 if such date is later than the date on which payment would otherwise be made.