Vesting of Buyer Shares Sample Clauses

Vesting of Buyer Shares. The Buyer Shares will vest in increments of 25% each on the first and each subsequent anniversary of the Effective Date each year over four years. All outstanding unvested Buyer Shares will automatically vest (i) immediately prior to the closing of a Change of Control transaction (regardless of whether either or both Sellers resign as part of the Change of Control transaction) or (ii) following the termination of Shareholder's employment by Buyer without "Cause" or by Shareholder for "Good Reason." In the event that Shareholder's employment is terminated by Buyer for "Cause" or is terminated by Shareholder without "Good Reason" or as a result of Shareholder's death but not as a result of Shareholder disability, eighty percent (80%) of the then unvested Buyer Shares (assuming for this purpose that none of the events in the subsequent sentence have occurred) shall automatically be forfeited. In the event that Xxxxxxxxx'x employment is terminated by Buyer for "Cause" or is terminated by Xxxxxxxxx without "Good Reason" or as a result of Xxxxxxxxx'x death, but not as a result of Xxxxxxxxx'x disability, twenty percent (20%) of the then unvested Buyer Shares (assuming for this purpose that none of the events in the prior sentence have occurred) shall automatically be forfeited. For avoidance of doubt, if the employment of both Sellers is terminated by Buyer for "Cause," terminated by the Sellers without "Good Reason," or terminated as a result of death of the Sellers (or terminated in any combination of such events), all of the then unvested Buyer Shares shall automatically be forfeited. The Buyer Shares will be issued in the name of LTD and not be transferable until they vest; provided, the Buyer Shares may be transferred by LTD to a Seller or an inter-vivos trust or other estate planning entity or vehicle created by a Seller for the benefit of the Seller, the Seller’s spouse, or the Seller’s lineal descendants. The Buyer Shares will initially be issued in book entry form, and, subject to the terms of the Restricted Stock Agreement, may be certificated at any time with the written consent of LTD and Parent. Dividends will not accrue on the Buyer Shares while they remain unvested.
Sample 1
AutoNDA by SimpleDocs

Related to Vesting of Buyer Shares

  • Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

  • Transferred Shares A Co-Sale Holder shall effect its participation in the co-sale by promptly delivering to the Selling Shareholder for transfer to the prospective purchaser instrument(s) of transfer executed by such Co-Sale Holder and one or more certificates, properly endorsed for transfer, which represent:

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • Purchased Shares Subject to the terms and conditions provided below, Seller shall sell and transfer to Buyers and Buyers shall purchase from Seller, on the Closing Date (as defined in Section 1(c)), all of the Shares.

  • Acquired Shares Any Shares or other voting securities of the Bank with respect to which beneficial ownership is acquired by Shareholder or its affiliates, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such Shares or upon exercise or conversion of any securities of the Bank, if any, after the date hereof shall automatically become subject to the terms of this Agreement.

  • Parent Stock As of December 15, 2013, the entire authorized capital stock of the Parent consists of (a) 200,000,000 shares of Parent Common Stock of which 103,963,318 shares of Parent Common Stock are duly and validly issued and outstanding, fully paid and nonassessable as of the Closing Date, and (b) 40,000,000 preferred shares of beneficial interest, $0.01 par value per share, of which, 9,498,888 shares in the aggregate of Series G, Series H and Series I of such preferred shares of beneficial interest are duly and validly issued and outstanding, fully paid and nonassessable as of the Closing Date and such preferred shares of beneficial interest provide no rights to any holder thereof that may cause a violation of Section 6.04(f). The issuance and sale of such Parent Common Stock and such preferred shares of beneficial interest of the Parent either (i) has been registered under applicable federal and state securities laws or (ii) was issued pursuant to an exemption therefrom. The Parent meets the requirements for taxation as a REIT under the Code.

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

  • Valid Issuance of Purchased Shares The Purchased Shares, when issued, sold, delivered, and paid for by the Investor in accordance with the terms of this Agreement, will be duly and validly issued, fully paid, and non-assessable

  • Purchase and Sale of Preferred Shares Upon the following terms and conditions, CDRD shall issue and sell to each Investor severally, and each Investor severally shall purchase from CDRD, the number of First Closing Shares and up to the number of Second Closing Shares indicated next to such Investor's name on Schedule I attached to this Agreement."

  • Settlement Shares (a) With respect to any Settlement Date other than the Final Date, the number of Shares designated as such by Counterparty in the relevant Settlement Notice or designated by Dealer pursuant to the “Termination Settlement” provisions of Paragraph 7(g) below, as applicable; provided that the Settlement Shares so designated shall (i) not exceed the Number of Shares at that time and (ii) in the case of a designation by Counterparty, be at least equal to the lesser of 100,000 and the Number of Shares at that time, in each case with the Number of Shares determined taking into account pending Settlement Shares; and

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