Founder Restricted Shares definition

Founder Restricted Shares has the meaning set forth in Section 4.1(ii).

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Founder Restricted Shares has the meaning given to that term in clause 6.4(a).

Founder Restricted Shares. Section 4.1

Examples of Founder Restricted Shares in a sentence

With respect to the Class A Ordinary Shares acquired after November 17, 2014 by the Founder 6 or the Founder 6 Holdco, 25% of such Founder Restricted Shares will be released from the repurchase on November 17, 2015, and the remaining Founder Restricted Shares will be released from the repurchase annually in equal installments over the next three (3) years.
In any event that (i) there is a QIPO, or (ii) there is a Trade Sale, upon the unanimous approval of all Shareholders, the Repurchase Option with respect to the Founder Restricted Shares shall lapse and all the Founder Restricted Shares subject to Repurchase Option shall immediately become fully released.
For U.S. federal income and other applicable Tax purposes, the parties agree to treat the Founder Restricted Shares as acquisition consideration received by the Founders and Founder Affiliates in exchange for their Units and not as compensation.
Notwithstanding any other provision of this Agreement, no fractional shares of Acquiror Parent Common Stock will be issued and any holder of Founder Restricted Shares entitled to receive a fractional share of Acquiror Parent Common Stock but for this Section 2.6(c)(iii) (after aggregating all Founder Restricted Shares held by such holder) shall be entitled to receive an amount in cash (without interest) determined by multiplying such fraction by the Acquiror Per Share Price.

More Definitions of Founder Restricted Shares

Founder Restricted Shares has the meaning given to that term in clause 6.4(a). “FTC” means the U.S. Federal Trade Commission.

Founder Restricted Shares means shares of Company Common Stock issued pursuant to the Founder Stock Purchase Agreements that, as of immediately prior to the Effective Time, are subject to a risk of forfeiture or repurchase at less than the fair market value of the underlying shares of Company Capital Stock by the Company. “Founders” means the individuals identified as “Founders” on Schedule 1.1(b). “Founder Share Acknowledgment Agreement” has the meaning set forth in Section 2.6(c)(ii)(A). “Founder Stock Purchase Agreements” means the Founder Stock Purchase Agreements between the Founders and the Company referenced on Schedule 1.1(c). “Founder Transferee” means any Person identified as a “Founder Transferee” on Schedule 1.1(b). “Fraud” means common law fraud under Delaware law. “Fully Diluted Shares Outstanding” means the sum of (i) the number of shares of Company Capital Stock outstanding immediately prior to the Effective Time (including, for clarity, Founder Restricted Shares but excluding Early Exercise Restricted Shares) on an as converted to Company Common Stock basis, plus (ii) the number of shares of Company Common Stock underlying Company Options and Company Restricted Stock Units outstanding immediately prior to the Effective Time (excluding (A) Excluded Equity Awards, (B) Unvested Company Options and Company Restricted Stock Units held by any Person who is not a Continuing Employee or Continuing Independent Contractor, and therefore whose Unvested Company Options and Company Restricted Stock Units are forfeited effective as of the Effective Time, and (C) the Pre-Signing Promised Options), plus (iii) the number of shares of Company Common Stock or Company Restricted Stock Units underlying any Promised Equity Awards, other than (A) Excluded Equity Awards and (B) Pre-Signing Promised Options with respect to which the applicable Person has executed a Promised Option RSU Grant Notice prior to the Closing. “Fundamental Representations” has the meaning set forth in Section 9.1(b). “GAAP” means United States generally accepted accounting principles.