Restriction Period Sample Clauses
The Restriction Period clause defines a specific timeframe during which certain actions, such as the sale or transfer of assets or securities, are limited or prohibited. Typically, this period applies to parties who have recently acquired shares or interests, preventing them from selling or otherwise disposing of these assets for a set duration—such as during an initial public offering lock-up or following a merger. The core function of this clause is to maintain stability and prevent market disruptions by ensuring that key stakeholders cannot immediately liquidate their holdings, thereby protecting the interests of the company and other investors.
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Restriction Period. The period of restriction (“Restriction Period”) for the Common Shares issued under this Restricted Stock Grant (the “Restricted Shares”) shall commence on the Date of Grant and shall lapse, if at all, as follows:
(a) The Committee, in its sole discretion, has established target Performance Goals based on the Company’s Total Shareholder Return (“TSR Targets”), which will be measured over a three-fiscal-year performance cycle commencing on January 1, 2020 and ending on December 31, 2022 (such period, the “Performance Cycle”). Total Shareholder Return (“TSR”) is the percentage increase in the value of shares over the Performance Cycle, based on the average closing share price for the thirty (30) consecutive business days prior to the start of the Performance Cycle and the average closing share price for the last thirty (30) consecutive business days in the Performance Cycle. The increase is calculated as the sum of (i) the change in share price and (ii) the value of dividends declared during the Performance Cycle, assuming such dividends are reinvested in additional shares as of the date they are declared. The Company’s TSR will be compared to the TSR of a peer group (the “Peer Group”) comprised of Halliburton Co.; ▇▇▇▇▇ ▇▇▇▇▇▇ Company; Valaris plc.; ▇▇▇▇▇▇▇▇▇▇▇ International Ltd.; Diamond Offshore Drilling Inc.; Noble Corporation; Helmerich & ▇▇▇▇▇, Inc.; Superior Energy Services, Inc.; ▇▇▇▇▇▇▇▇▇-UTI Energy, Inc.; Schlumberger Limited; TechnipFMC plc.; National Oilwell Varco, Inc.; and Transocean Ltd. to determine relative TSR (“RTSR”). The Peer Group may be adjusted by the Committee from time to time during or at the conclusion of the Performance Cycle, in its sole discretion after consultation with Grantee, in the event any of the companies in the Peer Group cease to be publicly traded or in response to a merger, consolidation or divestiture activity amongst companies, available public reporting or other events actually or potentially affecting the composition of the Peer Group. Any such adjustments shall be prescribed in a manner that strives to meet the requirements of Section 162(m) of the Code.
(b) Restrictions will lapse based upon TSR relative to the Peer Group, pursuant to the schedule on Exhibit A; provided, however, that if the Company’s TSR for the Performance Cycle is negative, then the restrictions shall not lapse as to more than fifty percent (50%) of the Award. The Committee shall have sole discretion to determine which RTSR level has been a...
Restriction Period. The term “Restriction Period” as used herein, shall mean the one-year period (except, in the case of a Change in Control Termination (or a deemed Change in Control Termination under Section 5(f)), in which case such period shall be the two-year period) immediately following the Date of Termination (other than a termination at the expiration of the Employment Period).
Restriction Period. The Restriction Period with respect to each Restricted Stock Unit is the time between the Grant Date and the date such Restricted Stock Unit vests.
Restriction Period. During the Restriction Period, the Restricted Share Units shall be subject to forfeiture as provided in Section 4.
Restriction Period. The restriction period with regard to the RSUs shall commence on the date the RSUs are granted and end on the date the RSUs are settled as provided in Section 6, below. During the restriction period, the Participant shall not sell, transfer, assign, pledge or otherwise encumber or dispose of any portion of the RSUs, and any attempt to sell, transfer, assign, pledge or encumber any portion of the RSUs prior to the end of the restriction period shall have no effect. During the restriction period, the Participant shall not be entitled to vote any Shares that may be received upon settlement of any vested RSUs and shall not receive dividends paid on those Shares. The Participant shall be entitled to receive dividend equivalents in cash; provided, however, the dividend equivalents shall not vest or be paid to the Participant unless and to the extent the underlying RSUs vest as provided in Section 3, 4 or 5 of this Agreement.
Restriction Period. For purposes of this Agreement, “Restriction Period” means the Term of this Agreement and one year following termination of the Executive’s employment with all Group Members, regardless of the reason for termination; provided, however, that in the event of a Change of Control as defined in Section 5.07[3] of this Agreement, the Restricted Period shall be for a period of six (6) months.
Restriction Period. The Shares granted to Employee shall be Restricted Stock and shall be forfeited to the Company and immediately be surrendered to the Company in the event Employee ceases to be employed by the Company or an Affiliate during the Restriction Period, except as otherwise provided in Section 2.2(c). The Restriction Period shall begin at the inception of this Agreement and shall lapse following a Liquidity Event that occurs within six years of the date of this Agreement first stated above, provided that the Adjusted EBITDA Threshold has been met as of the date of such Liquidity Event, and, as appropriate, subject to continued employment with the Company or its Affiliates until, and the Adjusted EBITDA Threshold being met at, each lapse (vesting) date, as follows:
(a) If the Liquidity Event is the Stock becoming Freely Tradable, the Restriction Period shall lapse and the Restricted Stock shall become vested as follows: (1) ¼ (25%) of the Restricted Stock shall vest on the date the Stock becomes Freely Tradable; (2) an additional ¼ of the Restricted Stock shall vest on the first anniversary of the date the Stock becomes Freely Tradable; (3) an additional ¼ of the Restricted Stock shall vest on the second anniversary of the date the Stock becomes Freely Tradable; and (4) the remaining ¼ of the Restricted Stock shall vest on the third anniversary of the date the Stock becomes Freely Tradable. Further, if Onex, LLC2 or their Affiliates have sold or sell 25% or more of their ownership of the Company, when the Stock becomes Freely Tradable, the Restriction Period shall lapse for an additional percentage of the Restricted Stock granted hereunder so that vesting shall at all times be at least equal to the total percentage of ownership of the Company sold by Onex, LLC2 or their Affiliates beginning on the date the Stock becomes Freely Tradable, subject to Employee's continuous employment with the Company or any of its Affiliates through the sale date that results in the Restriction Period lapsing for additional shares of Stock.
(b) If the Liquidity Event is a Change in Control, the Restriction Period shall lapse for 100% of the Restricted Stock on the date of the Change in Control.
(c) If, prior to a Liquidity Event, Employee suffers an Eligible Termination, Employee shall be treated for purposes of 2.2(a), (b) and (d) as having continued employment through the date six months after Employee's Eligible Termination, and the Restriction Period for Restricted Stock shall laps...
Restriction Period. The term “Restriction Period” as used herein, shall mean the following periods:
Restriction Period. The Restricted Stock Units are subject to a five-year Restriction Period which terminates on <Date>.
Restriction Period. The Company will hold the Shares in escrow for the Restriction Period. During this period, the Shares shall be subject to forfeiture as provided in Section 4.