Covered Share definition
Examples of Covered Share in a sentence
The parties agree that the Fair Market Value of each Covered Share as of the Grant Date is $9.01.
The parties agree that the Fair Market Value of each Covered Share as of the Grant Date is $10.00.
Any holder of a Locked-Up Share and/or Sponsor Covered Share is an express third-party beneficiary of this Section 4(b) and entitled to enforce specifically the obligations of the Company set forth in this Section 4(b) directly against the Company.
During the Restricted Period for a Covered Share, the Covered Share may not be sold, assigned, transferred pledged or otherwise encumbered in any manner otherwise than by will or by the laws of descent or distribution.
The Company hereby grants to the Grantee “Covered Shares” of Restricted Stock pursuant to the Plan (“Award”), where each Covered Share represents the right of the Grantee to enjoy, subject to the terms and conditions set forth in this Award Agreement and the Plan, one (1) share of Stock free of restrictions once the Restricted Period ends.
Upon the vesting of any Covered Share, the Participant shall own such share free of all restrictions otherwise imposed by this Agreement, other than the restrictions imposed by paragraph 6 hereof.
The purchase price for each Covered Share to be purchased hereunder shall be the exercise price set forth on the Cover Page (the “Exercise Price”).
When used herein with respect to any Covered Share, the "beneficial ownership" thereof means the power to vote or dispose of, or direct the voting or disposition of, such Covered Share.
The Stockholder has provided to Parent a true and correct excerpt of each provision of the Second Amended and Restated Limited Liability Company Agreement of the Stockholder dated as of September 15, 2019, as amended (the “Stockholder Limited Liability Company Agreement”) that creates a Lien on any Covered Share.
For the purposes of this Agreement, “Transfer” means, with respect to a Covered Share, the transfer, pledge, hypothecation, encumbrance, assignment or other disposition (whether by sale, merger, consolidation, liquidation, dissolution, dividend, distribution or otherwise) of such Covered Share or the beneficial ownership thereof, the offer to make such a transfer or other disposition, and each option, agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing.