Unvested Shares. You are reflected as the owner of record of the Award Shares on the Company’s books. The Company will hold the share certificates for safekeeping, or otherwise retain the Award Shares in uncertificated book entry form, until the Award Shares become vested and nonforfeitable, and any share certificates (or electronic delivery) representing such unvested shares will include a legend to the effect that you may not sell, assign, transfer, pledge, or hypothecate the Award Shares. You must deliver to the Company, as soon as practicable after the Grant Date, a stock power, endorsed in blank, with respect to the Award Shares. If you forfeit any Award Shares, the stock power will be used to return the certificates for the forfeited Award Shares to the Company’s transfer agent for cancellation.
Unvested Shares. No Unvested Shares nor any beneficial interest in any of such Shares, shall be sold, gifted, transferred, encumbered or otherwise disposed of in any way (whether by operation of law or otherwise) by the Grantee.
Unvested Shares. Notwithstanding section 3.4.1, except as provided in other written agreements, in the case of Shares subject to a vesting schedule, Shares that are not yet vested shall not be entitled to any distributions.
Unvested Shares. Except for forfeitures of Unvested Shares to the Company as contemplated by Section 5, no Shares, nor any interest therein, may be sold, assigned, pledged or otherwise transferred until such Shares shall have Vested as defined in Section 5.
Unvested Shares. Prior to a termination of Service, the Purchaser may not transfer Unvested Shares, other than pursuant to a Permitted Transfer.
Unvested Shares. The Participant may not sell, assign, transfer, pledge, hypothecate or otherwise dispose of (“Transfer”) any Unvested Shares (the “Restrictions”). Any attempt to Transfer any Unvested Shares in contravention of the Restrictions shall be null and void and without effect.
Unvested Shares. Subject to the provisions of Section 3, in the event of termination of the Purchaser's employment with the Company for any reason or for no reason, the Company shall, for 90 days following the date of termination, have the option to repurchase all or any portion of the Unvested Shares, if any, at a repurchase price equal to the lesser of (i) Fair Market Value and (ii) $.01 per share.
Unvested Shares. Notwithstanding any provision of the Stockholders Agreement to the contrary, in the event of the voluntary or involuntary termination of the Stockholder's employment with the Company and its subsidiaries, for any or no reason before all of the Shares have become Vested Shares (after giving effect to the vesting of any Unvested Shares in connection with such termination in accordance with Section 3), the Company shall, upon and from the date of such termination, as reasonably fixed and determined by the Company (the "TERMINATION DATE"), have an irrevocable, exclusive right, but not the obligation, to repurchase all or any number of the Unvested Shares at an aggregate purchase price equal to $1.00. The Company shall be deemed to have exercised its right to repurchase under this Section 4(a)(i) as of the forty-fifth (45th) day after the Termination Date, unless the Company delivers written notice to the Stockholder or the Stockholder's Legal Representative, with a copy to the Escrow Holder referred to in Section 5 below, prior to such date of the Company's election not to exercise its repurchase right under this Section 4(a)(i). The closing of the repurchase by the Company of all or any of the Unvested Shares pursuant to this Section 4(a)(i) shall take place at the offices of the Company sixty (60) days after the Termination Date. At such closing, the Stockholder shall deliver to the Company the certificates or other instruments evidencing the number of Unvested Shares to be repurchased, free and clear of all liens, claims, charges, security interests, and other encumbrances, duly endorsed for transfer or accompanied by duly executed stock powers. Upon receipt of such certificates or instruments, the Company shall pay to the Stockholder the amount of the purchase price for the Shares being repurchased. Notwithstanding anything in this Agreement (including, without limitation, this Section 4(a) or Section 3) expressed or implied to the contrary, the right to repurchase granted to the Company under this Section 4(a) shall apply to any and all Unvested Shares that are outstanding on the Termination Date despite the fact that from and after the Termination Date any or all of such Unvested Shares are, or are scheduled to be, Vested Shares by operation of the provisions of Section 3 hereof (except as provided in Section 3 with respect to the termination of the Stockholder's employment by the Company without Cause or by reason of the Stockholder's death or Disabilit...
Unvested Shares. If any shares of Company 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 the Company, then the shares of Parent Common Stock issued in exchange for such shares of Company Common Stock shall also be unvested to the same extent and in accordance with such agreement and subject to the same repurchase option, risk of forfeiture or other condition, and the certificates representing such shares of Parent Common Stock may accordingly be marked with appropriate legends. The Company shall take all action that may be necessary to ensure that, from and after the Effective Time, Parent is entitled to exercise any such repurchase option or other right set forth in any such restricted stock purchase agreement or other agreement.
Unvested Shares. If any shares of Nova 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 Nova (“Unvested Shares”), then the Stock Consideration issued in exchange for such Unvested Shares shall also be unvested and subject to the same repurchase option, risk of forfeiture or other condition. The Cash Consideration payable upon conversion of any Unvested Share shall initially be withheld and shall be paid to each such holder in accordance with the vesting and other provisions set forth in the applicable restricted stock purchase agreement.
