Shares of Restricted. Stock subject to this Award shall not be issued, unless the issuance and delivery of such shares shall comply with all relevant provisions of law, including, without limitation, all securities laws, rules and regulations, and the requirements of any stock exchange upon which the Restricted Stock may then be listed. Issuance of shares of Restricted Stock is further subject to the approval of counsel for Company with respect to such compliance.
Shares of Restricted. Stock issued to Employee shall be held in escrow during the Restriction Period (as defined below) by BKF or by an escrow agent appointed by the Committee. The Committee may require stock powers endorsed in blank to be executed by Employee with respect to such shares to facilitate the forfeiture and cancellation of such shares in the event vesting conditions are not satisfied.
Shares of Restricted. Stock shall be evidenced by book-entry registration with the Company’s transfer agent, subject to such stop-transfer orders and other terms deemed appropriate by the Committee to reflect the restrictions applicable to such Restricted Stock. Notwithstanding the foregoing, if any certificate is issued in respect of such Restricted Stock, at the sole discretion of the Committee, such certificate shall be registered in the name of Participant and shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to this Award, substantially in the following form: “THE TRANSFERABILITY OF THIS CERTIFICATE AND THE CLASS A COMMON STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) CONTAINED IN THE RESTRICTED STOCK AWARD AGREEMENT DATED AS OF SEPTEMBER 21, 2007, ENTERED INTO BETWEEN THE REGISTERED OWNER AND THE WET SEAL, INC.” If a certificate is issued with respect to the Restricted Stock, the Committee may require that the certificate evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed and that Participant deliver a stock power, endorsed in blank, relating to the shares covered by this Award. At the expiration of the restrictions, the Company shall instruct the transfer agent to release the shares from the restrictions applicable to such Restricted Stock, subject to the terms of the Plan and applicable law or, in the event that a certificate has been issued, redeliver to Participant (or his legal representative, beneficiary or heir) share certificates for the shares deposited with it without any legend except as otherwise provided by the Plan, this Agreement or applicable law. During the period that Participant holds the Restricted Stock, Participant shall have the right to receive dividends on and to vote the Restricted Stock while it is subject to restriction, except as otherwise provided by the Plan. If the Restricted Stock is forfeited, in whole or in part, Participant will assign, transfer and deliver any evidence of the Restricted Stock to the Company and cooperate with the Company to reflect such forfeiture. By accepting this Award, Participant acknowledges that the Company does not have an adequate remedy in damages for the breach by Participant of the conditions and covenants set forth in this Agreement and agrees that the Company is entitled to and may obtain an order or a decree of specific performance against Participant issued by any...
Shares of Restricted. Stock issued and delivered to the holder of Restricted Stock Units shall be evidenced by appropriate entry on the books of SpartanNash or a duly authorized transfer agent of SpartanNash (without a paper certificate).
Shares of Restricted. Stock shall Vest in accordance with the Vesting Schedule set forth above. Notwithstanding the foregoing, in the event of a Sale Transaction all unvested Shares of Restricted Stock subject to this Agreement shall Vest upon the date of closing of such Sale Transaction or such earlier date as the Committee may fix (assuming that Grantee has maintained Continuous Status as an Employee through such date). Shares of Restricted Stock that have not Vested as of the time Grantee first ceases to maintain Continuous Status as an Employee shall be forfeited to Company for no consideration.
Shares of Restricted. Stock subject to this Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner, other than by will or by the laws of descent or distribution, prior to the time such shares Vest. In addition, the Shares of Restricted Stock subject to this Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner, at any time earlier than permitted under the following schedule (except as necessary to reflect a merger or acquisition of the Bank):
Shares of Restricted. Stock which have not been released from the Repurchase Right pursuant to subsection (a) are referred to herein as "Unvested Shares."
Shares of Restricted. Stock will vest and the Restricted Period will end with respect to such shares under Section 3.1(a), (b) or (c) only at such time as the Company's independent auditors have issued their audit report on the Company's financial statements for the applicable fiscal year and the Committee has certified in writing (including through the adoption of resolutions set forth in duly recorded minutes) that the Company has attained the target level of EBITDA that results in the acceleration of vesting thereunder. In no event will Section 3.1 or any other provision hereof be construed as entitling the Award Recipient to a greater number of shares of Common Stock than the number set forth in Section 1 above.
Shares of Restricted. Stock shall be issued (in certificate or electronic form, at the discretion of the Company) as soon as practicable in the name of the Employee but shall be held in an escrow arrangement by the transfer agent for the Stock, as escrow agent. The Employee shall give the Company a stock power for such Stock duly endorsed in blank which will be held in escrow for use in the event such Stock is forfeited in whole or in part. Unless forfeited as provided herein, Restricted Stock shall cease to be held in escrow and certificates for such Stock shall be delivered to the Employee, or in the case of his death, to his Beneficiary (as hereinafter defined) on the Release Date or upon any other termination of the restrictions imposed by Paragraph 2 hereof.
