Retention of Remaining Merger Shares Sample Clauses

Retention of Remaining Merger Shares. Notwithstanding the foregoing provisions of Section 2.3, in the event that Versant suffers or incurs any Indemnifiable Loss on or after the date of this Agreement, then: (a) Versant shall retain its rights hereunder to recover such Indemnifiable Loss from the forfeiture of any Remaining Merger Shares that have not ceased to be “Indemnity Shares” prior to the date on which Versant suffers or incurs such Indemnifiable Loss (such Remaining Merger Shares being hereinafter called “Retained Shares”) and (b) unless and until any Indemnity Claim made or asserted by Versant with respect to any such Indemnifiable Loss has been finally resolved or settled, such Retained Shares shall not cease to be Indemnity Shares and shall remain subject to forfeiture to Versant as a result of an Indemnity Claim or Claims by Versant under Article 11 of the Merger Agreement as provided in Article 11 of the Merger Agreement. If any Retained Shares are forfeited by Mokume Stockholders pursuant to the provisions of the Merger Agreement, as amended hereby, then the order in which such Retained Shares shall be forfeited shall be in the same order as which such Retained Shares would otherwise have been released from Indemnity Claims pursuant to the provisions of this Agreement, so that those Retained Shares that would be the first to be released under such provisions of this Agreement shall be the first to be forfeited and those that would be the last to be released under such provisions of this Agreement shall be the last to be forfeited.
Sample 1
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Related to Retention of Remaining Merger Shares

  • Escrow of Unvested Shares For purposes of facilitating the enforcement of the provisions of Section 3 above, Purchaser agrees, immediately upon receipt of the certificate(s) for the Shares subject to the Repurchase Option, to deliver such certificate(s), together with an Assignment Separate from Certificate in the form attached to this Agreement as Exhibit A executed by Purchaser and by Purchaser's spouse (if required for transfer), in blank, to the Secretary of the Company, or the Secretary's designee, to hold such certificate(s) and Assignment Separate from Certificate in escrow and to take all such actions and to effectuate all such transfers and/or releases as are in accordance with the terms of this Agreement. Purchaser hereby acknowledges that the Secretary of the Company, or the Secretary's designee, is so appointed as the escrow holder with the foregoing authorities as a material inducement to make this Agreement and that said appointment is coupled with an interest and is accordingly irrevocable. Purchaser agrees that said escrow holder shall not be liable to any party hereof (or to any other party). The escrow holder may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. Purchaser agrees that if the Secretary of the Company, or the Secretary's designee, resigns as escrow holder for any or no reason, the Board of Directors of the Company shall have the power to appoint a successor to serve as escrow holder pursuant to the terms of this Agreement.

  • Vested Shares “Vested Shares” shall mean the shares of Restricted Stock which are no longer subject to the Restrictions by reason of Section 3.2.

  • Transfer of Shares After the Effective Time No transfers of Shares shall be made on the stock transfer books of the Surviving Corporation at or after the Effective Time.

  • Recitals Merger Consideration 2.1(a) Merger Sub...................................................

  • Escrow of Restricted Shares The Company shall evidence the Restricted Shares in the manner that it deems appropriate. The Company may issue in your name a certificate or certificates representing the Restricted Shares and retain such certificate(s) until the restrictions on such Restricted Shares expire as described in Section 5 or 6 of this Agreement or the Restricted Shares are forfeited as described in Section 4 and 6 of this Agreement. If the Company certificates the Restricted Shares, you shall execute one or more stock powers in blank for those certificates and deliver those stock powers to the Company. The Company shall hold the Restricted Shares and the related stock powers pursuant to the terms of this Agreement, if applicable, until such time as (a) a certificate or certificates for the Restricted Shares are delivered to you, (b) the Restricted Shares are otherwise transferred to you free of restrictions, or (c) the Restricted Shares are canceled and forfeited pursuant to this Agreement.

  • The Merger Closing Effective Time 1.1. The Merger 1 1.2. Closing 2 1.3. Effective Time 2

  • Company Reacquisition Right In the event that (a) the Awardee’s employment terminates for any reason or no reason, with or without cause, or (b) the Awardee, the Awardee’s legal representative, or other holder of the shares of Common Stock subject to this Award, attempts to sell, exchange, transfer, pledge, or otherwise dispose of any portion of this Award prior to its distribution from the escrow established in accordance with Section 8 of this Agreement, the Company shall automatically reacquire such shares underlying the applicable portion of this Award, and the Awardee shall not be entitled to any payment therefore (the “Company Reacquisition Right”).

  • Unvested Shares You are reflected as the owner of record of the Award Shares on the Company’s books. The Company will hold the share certificates for safekeeping, or otherwise retain the Award Shares in uncertificated book entry form, until the Award Shares become vested and nonforfeitable, and any share certificates (or electronic delivery) representing such unvested shares will include a legend to the effect that you may not sell, assign, transfer, pledge, or hypothecate the Award Shares. You must deliver to the Company, as soon as practicable after the Grant Date, a stock power, endorsed in blank, with respect to the Award Shares. If you forfeit any Award Shares, the stock power will be used to return the certificates for the forfeited Award Shares to the Company’s transfer agent for cancellation.

  • 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.

  • Status of Reacquired Units All Preferred Units which shall have been issued and reacquired in any manner by the Partnership shall be deemed cancelled and no longer outstanding.

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