Returning Shares definition

Returning Shares means shares subject to outstanding stock awards granted under the Prior Plan and that following the Effective Date: (A) are not issued because such stock award or any portion thereof expires or otherwise terminates without all of the shares covered by such stock award having been issued; (B) are not issued because such stock award or any portion thereof is settled in cash; (C) are forfeited back to or repurchased by the Company because of the failure to meet a contingency or condition required for the vesting of such shares; (D) are withheld or reacquired to satisfy the exercise, strike or purchase price; or (E) are withheld or reacquired to satisfy a tax withholding obligation.

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Returning Shares means any shares subject to stock options or other stock awards granted under our Prior Plans that are released because the awards expire, are forfeited or are settled for cash.

Returning Shares means Shares subject to outstanding stock awards granted under either of the Predecessor Plans and that following the Effective Date: (A) are subsequently forfeited or terminated for any reason before being exercised or settled; (B) are not issued because such stock award or any portion thereof is settled in cash; (C) are subject to vesting restrictions and are subsequently forfeited; (D) are withheld or reacquired to satisfy the exercise, strike or purchase price; or (E) are withheld or reacquired to satisfy a tax withholding obligation.

Examples of Returning Shares in a sentence

For the avoidance of doubt, Predecessor Plan Returning Shares will not include any Shares subject to outstanding stock options or stock awards granted under the Predecessor Plan that are reacquired, withheld (or not issued) to satisfy (i) a tax withholding obligation in connection with an award or (ii) the purchase price or exercise price of an award.
Subject to Section 5(b) below, the maximum aggregate number of Shares authorized for issuance as Awards under the Plan shall not exceed 650,781 Shares, which is the sum of (i) 550,000 Shares, plus (ii) the number of shares subject to the Predecessor Plan’s Available Reserve, plus (iii) the number of shares that are Predecessor Plan Returning Shares, as such shares become available from time to time (the “Absolute Share Limit”).
Subject to adjustment in accordance with Section 2(c) and any adjustments as necessary to implement any Capitalization Adjustments, the aggregate number of shares of Common Stock that may be issued pursuant to Awards will not exceed [•] shares plus a number of shares of Common Stock equal to the number of Returning Shares, if any, as such shares become available from time to time.
Subject to Section 9(a) relating to Capitalization Adjustments, and the following sentence regarding the annual increase, the aggregate number of shares of Common Stock that may be issued pursuant to Stock Awards will not exceed 2,350,000 shares (the “Share Reserve”), which number is the sum of (i) 1,095,864 new shares, plus (ii) the number of shares subject to the Prior Plan’s Available Reserve plus (iii) the number of shares that are Returning Shares, as such shares become available from time to time.
On or before Closing of the Purchase Agreement, Selling Shareholders will deliver to Stock Escrow Agent the Returning Shares, along with instructions, in the form required by Victoria's transfer agent and registrar Pacific Stock Transfer, to cancel such shares and return them to the authorized capital of Victoria on the Merger Date.

More Definitions of Returning Shares

Returning Shares means shares subject to outstanding stock awards granted under the Prior Plan and that following the Effective Date:

Returning Shares means any Converted Award that is forfeited, expires, terminates, otherwise lapses or is settled for cash, in whole or in part, without the delivery of Shares, subject to the terms of applicable governing plan documents.

Returning Shares means shares subject to outstanding share awards granted under the Prior Plans, including any outstanding share awards granted under the Prior Plans as “inducement awards” pursuant to Nasdaq Listing Rule 5635(c)(4), and that following February 25, 2020: (A) are not issued because such share award or any portion thereof expires or otherwise terminates without all of the shares covered by such share award having been issued; (B) are not issued because such award or any portion thereof is settled in cash; or (C) are forfeited back to or repurchased by the Company because of the failure to meet a contingency or condition required for the vesting of such shares.

Returning Shares means any Shares subject to awards granted under the Company’s Amended and Restated 2010 Equity Incentive Plan (the “Existing Plan”) that, on or after the Registration Date, expire or otherwise terminate without having been exercised in full, are tendered to or withheld by the Company for payment of an exercise price or for tax withholding obligations, or are forfeited to or repurchased by the Company due to failure to vest, not to exceed 22,000,000 Shares.

Returning Shares means Shares of Common Stock that following the Effective Date are (i) subject to outstanding awards granted under the 2010 Plan that are forfeited, expired or canceled; (ii) delivered to the Company in payment of the exercise price of an award granted under the 2010 Plan; or (iii) subject to outstanding awards granted under the 2010 Plan that may be settled in shares, cash or other consideration and that are ultimately settled in the form of cash or other consideration that is not Shares of Common Stock.

Returning Shares means shares subject to outstanding share awards granted under the 2016 Plan and that following June 9, 2021: (A) are not issued because such share award or any portion thereof expires or otherwise terminates without all of the shares covered by such share award having been issued; (B) are not issued because such share award or any portion thereof is settled in cash; (C) are forfeited back to or repurchased by the Company because of the failure to meet a contingency or condition required for the vesting of such shares; (D) are withheld or reacquired to satisfy the exercise, strike or purchase price; or (E) are withheld or reacquired to satisfy a tax withholding obligation.