Unvested Restricted Shares. The Company will hold such Restricted Shares in escrow until vesting occurs. You will be reflected as the owner of record on the Company’s books and records of any Shares issued pursuant to this Award Agreement. The Company will hold the stock certificates for safekeeping until such Shares have become vested and non-forfeitable. You must deliver to the Company, as soon as practicable after the date any Shares are issued, a stock power, endorsed in blank, with respect to any such Shares. If you forfeit any Shares, the stock power will be used to return the certificates for the forfeited Shares to the transfer agent for cancellation. As the owner of record of any Restricted Shares you qualify to receive pursuant to this Award Agreement, you will be entitled to all rights of a stockholder of the Company, including the right to vote Shares; subject, however, to the provisions of Section 6 hereof with respect to any cash or stock dividends that are paid between the date of this Award and your receipt of Shares pursuant to a vesting event, subject in each case to the treatment of the Award upon termination of employment before the particular record date for determining stockholders of record entitled to the payment of the dividend or distribution. To the extent such dividend is paid in stock, such stock shall be subject to the same restrictions contained in Section 1.
Unvested Restricted Shares. If any shares of Target Common -------------------------- Stock outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase option, risk of forfeiture or other condition under any applicable restricted stock purchase agreement or other agreement with Target, then the shares of Acquiror Common Stock issued in exchange for such shares of Target Common Stock will also be unvested and subject to the same repurchase option, risk of forfeiture or other condition and the certificates representing such shares of Acquiror Common Stock may accordingly be marked with appropriate legends. Target shall take all steps necessary to assign such rights of repurchase to Acquiror with respect to such shares.
Unvested Restricted Shares. The Company or a third party that the Company designates will hold all Restricted Shares in escrow until vesting occurs. You will be reflected as the owner of record in the Company’s Registry of Members of any Restricted Shares issued pursuant to this Award. At the request of the Company, you must deliver to the Company a stock power, endorsed in blank, with respect to any such Restricted Shares. If you forfeit any Restricted Shares, the stock power will be used to return the certificates for the forfeited Restricted Shares to the transfer agent for cancellation. As the owner of record of Restricted Shares, you will be entitled to vote the Restricted Shares.
Unvested Restricted Shares. 2.4(b) THIS AGREEMENT AND PLAN OF MERGER, dated as of July 19, 1998 (this "Agreement"), is among SPX Corporation, a Delaware corporation ("Parent"), SAC Corp., a Delaware corporation ("Merger Sub"), and General Signal Corporation, a New York corporation (the "Company").
Unvested Restricted Shares. In no event may unvested Restricted Shares be transferred by the Holder.
Unvested Restricted Shares. That portion of the Restricted Shares that do not vest in accordance with subsections (a), (b) or (c) of this Section 5 and any and all cash or in-kind dividends or distributions related to such portion of the Restricted Shares that accrued during the Restricted Period shall be forfeited to the Company without payment of any consideration by the Company, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such Restricted Shares or cash or in-kind dividends or distributions related thereto.
Unvested Restricted Shares. As the owner of record of Restricted Shares, you will be entitled to vote the Restricted Shares. The Company or a third party that the Company designates will hold all Restricted Shares in escrow until vesting occurs. You will be reflected as the owner of record in the Company’s Stock Ledger of Stockholders of any Restricted Shares issued pursuant to this Award. At the request of the Company, you must deliver to the Company a stock power, endorsed in blank, with respect to any such Restricted Shares. If you forfeit any Restricted Shares, the stock power will be used to return the certificates for the forfeited Restricted Shares to the transfer agent for cancellation.
Unvested Restricted Shares. A portion of unvested restricted shares granted to you will vest on your Separation Date pursuant to Section 5 of this Agreement. 5. Advisory Role – From October 12, 2022 to your Separation Date, in your Advisory Role, you will be paid pursuant to Section 1 above. Your work schedule during your Advisory Role shall be mutually agreed to between you and the then current Chief Financial Officer; provided that your time spent in the office shall be no greater than three days per week or as agreed between the parties; however, you shall work a total of forty (40) hours per week. Additionally, it is understood that you will be on vacation from October 12, 2022 to October 20, 2022 (with no further vacation time available through your Separation Date), and be available to work remotely on October 21, 2022. Additionally, as additional consideration for you service in the Advisory Role, if the Company terminates your employment prior to December 31, 2022, or you serve in the Advisory Role through December 31, 2022, the Company agrees to vest, as of December 31, 2022, 6,376 shares from your 2021 restricted share grant and 7,545 shares of your 2022 restricted share grant.
Unvested Restricted Shares. At the Effective Time, each Unvested Restricted Share that is outstanding immediately prior to the Effective Time will, by virtue of the Merger and without the need for any further action on the part of the holder thereof, cease to be a Restricted Share and be cancelled in exchange for the right to receive an amount of cash equal to (i) the Per Share Common Closing Amount, (ii) the Per Share Common Adjustment Amount (if any) and (iii) the Per Share Common Escrow Amount (if any) (the “Unvested Consideration”), provided that the Unvested Consideration shall be subject to the vesting schedule that was applicable to the Unvested Restricted Shares immediately prior to the Effective Time (subject to the amendments, if any, to the vesting schedules of certain Unvested Restricted Shares to occur immediately prior to the Effective Time as specifically set forth in Schedule 2.3(c)). Parent shall hold the Unvested Consideration (subject to Section 1.12 with respect to any Per Share Common Escrow Amounts), on the terms and subject to the conditions of the plans, arrangements and agreements pursuant to which the Unvested Restricted Shares were issued. Parent shall pay Unvested Consideration (less applicable Taxes required to be withheld with respect to such payments and subject to Section 1.12 with respect to any Per Share Common Escrow Amounts) to former holders of Unvested Restricted Shares promptly after such holders vest in any portion thereof (and in any event within two payroll cycles). Unvested Consideration that is held by Parent at a time when the Unvested Restricted Shares with respect to which such Unvested Consideration was retained would have been forfeited and canceled shall be permanently retained by Parent.
Unvested Restricted Shares. On the tenth (10th) business day after the Separation Date, the Company will vest all unvested restricted shares of the Company’s stock which were granted to you before the Separation Date. As of the date hereof, the Company understands that you have the right to 26,000 unvested restricted shares.
