Share Retention Clause Samples
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Share Retention. (a) Employee agrees to retain 100% of (i) the shares currently owned by Employee, (ii) the shares acquired under Section 1, and (iii) the shares into which options owned by Employee are convertible, in each case, through December 31, 2018, subject, however, to the following. If Employee elects to exercise his options through a “cashless exercise”, Employee’s retained share requirement shall be reduced by that number of option shares retained by the Company in order to enable the cashless purchase of the Employee’s option shares and the withholding by the Company of the income taxes associated with such purchase.
(b) After December 31, 2018, Employee agrees not to sell that number of shares which would result in Employee’s total share ownership having a market value at the time of sale less than three (3) times Employee’s base compensation. This Section 2(b) shall not apply if Employee is no longer employed by either Employer or H▇▇▇.
(c) The number of shares required to be retained at any given time under this Section 2 is herein referred to as the “Employee Retention Requirement”.
(d) Employee shall be permitted solely for estate planning purposes to transfer shares otherwise required to be held under paragraphs (a) and (b) to trusts and similar entities whose sole beneficiaries are Employee, Employee’s spouse, siblings, parents and lineal descendants (“Estate Planning Vehicles”), subject, however, to such transferees agreeing in writing to continue to meet the Employee Retention Requirement with respect to any shares transferred to them.
Share Retention. Specified percentage Retention on every policy up to the Full Retention on a life.
Share Retention. Any Credit Party fails to comply with any of its obligations set forth in Section 6 (Share Retention) of the Guarantee and Sponsor Support Agreement.
Share Retention. Specified percentage Retention on every policy up to the Full Retention on a life. Reinsured Net Amount at Risk - The percentage of Automatic Reinsurance ceded to the Reinsurer as specified in Exhibit C or the percentage ceded as modified pursuant to the Facultative Reinsurance process times the remainder of (1) the Policy Net Amount at Risk less (2) the Retention on the policy.
Share Retention. You agree to acquire and retain an ownership interest in Common Stock which is equal in value to three times the amount of your base salary in Paragraph 3(a). Shares counted for this purpose will consist of shares of Common Stock you own directly by whatever means acquired, shares under unvested RSUs that are subject only to time-based vesting, shares held in a 401(k) or similar plan, and shares acquired under the Company's Employee Stock Purchase Plan. You will have five years from your start date in which to meet this stock ownership threshold. If at any time thereafter, while you remain CEO of the Company, your aggregate share ownership as defined in this Paragraph 3(d) should fall below the threshold, you agree to retain shares as they vest and you acquire them, and not to sell any of your shares of Common Stock, until your share ownership exceeds the threshold. In the event of a termination of your employment, or a Change-in-Control (as defined in Paragraph 5(d)), this Paragraph 3(d) shall become inapplicable.
Share Retention. During the term of this Agreement the Sponsor shall not:
(a) transfer, assign, sell, pledge, or in any manner dispose of or encumber or permit to exist any Lien or encumbrance on any Share it now owns or comes to own in the Company, directly and/or indirectly, at any time after the signing of this Agreement (whether as a result of subscription, share split, stock dividend or howsoever otherwise), in the event that any of the above transactions reduce the equity participation of the Sponsor to less than fifty-one per cent (51%) of the Company's total voting capital; and
(b) under the relevant provisions of the "Estatuto Social" of the Company, approve or vote in favor of any approval of any transfer of Shares proposed to be made in violation of the provisions of this Section.
Share Retention. Participant shall retain beneficial ownership of at least fifty percent (50%) of the Shares issued in connection with the vesting of this Award until such time as Participant is in compliance with the equity ownership guidelines that the Corporation from time to time establishes for its non-employee Board members. In no event may Participant sell or otherwise transfer beneficial ownership of more than fifty percent (50%) of the Shares issued to him or her under this Agreement, unless he or she is at the time of such sale or transfer in full compliance with the equity ownership guidelines in effect at that time for the non-employee Board members.
Share Retention. Partner hereby agrees that so long as Partner is a partner in the Partnership, Partner shall at all times Beneficially Own a number of Ordinary Share Equivalents, as adjusted for stock splits, stock dividends, reverse splits, recombinations and the like, equal to or greater than the amounts set forth below:
a. Until [January 1, 2017][ ]2, [—] Ordinary Share Equivalents3; and
b. After [January 1, 2017][ ]2, [—] Ordinary Share Equivalents,4 1 Note: Insert date on which Partner became a member of the Partnership, if later than January 1, 2014.
Share Retention. (a) For so long as any part of the principal of or interest on the IFC Loan and the FMO Loan or any other sums due under the IFC Loan Agreement and the FMO Loan Agreement remain outstanding and unpaid, the Sponsor agrees that it shall not, without obtaining the prior written consent of the Senior Lenders, sell or in any manner dispose of, pledge or encumber, or permit any sale or disposition or any encumbrance to exist over, all or any portion of the shares of the Borrower which it now owns directly or indirectly or may hereafter acquire directly or indirectly if, as a result of such sale, disposition, pledge or encumbrance, its direct or indirect shareholding in the share capital of the Borrower would fall below fifty-one per cent (51%).
(b) The Sponsor further agrees that it shall from time to time take such action as shall be required on its part, including the exercise, to the extent permitted by law, of its preemptive rights under the Borrower's Charter, to maintain its direct or indirect shareholding in the Borrower at the minimum level applicable to it specified in subparagraph (a) above.
(c) For so long as any part of the principal of or interest on the IFC Loan or the FMO Loan or any other sums due under the IFC Loan Agreement or the FMO Loan Agreement remain outstanding and unpaid, each of the Borrower and the Sponsor agrees that it shall not, without obtaining the prior written consent of the Senior Lenders, sell or in any manner dispose of, pledge or encumber, or permit any sale or disposition or any encumbrance to exist over, all or any portion of the shares of the Project Company which it now owns directly or indirectly or may hereafter acquire directly or indirectly if, as a result of such sale, disposition, pledge or encumbrance, the aggregate direct or indirect shareholding of the Borrower and the Sponsor in the share capital of the Project Company would fall below ninety-nine and nine-tenths per cent (99.9%) prior to the Merger Effective Date; provided, however, that the Sponsor further agrees that, after the Merger Effective Date, it shall not, without obtaining the prior written consent of the Senior Lenders, sell or in any manner dispose of, pledge or encumber, or permit any sale or disposition or any encumbrance to exist over, all or any portion of the shares of the Borrower which it now owns directly or indirectly or may hereafter acquire directly or indirectly if, as a result of such sale, disposition, pledge or encumbrance, its dir...
Share Retention the City shall maintain and retain the legal and beneficial ownership of such a number of issued shares of the Borrower so that its participation in the Borrower as at the date of this Deed is maintained; notwithstanding the foregoing and for the avoidance of any doubt, the City may sell, transfer, lease or otherwise dispose of any shares of the Borrower held by the City and may permit changes to the Borrower’s share capital provided that such sale, transfer, lease or disposal of shares and any such change to the Borrower’s share capital is carried-out for the purposes of the Regionalisation and it does not result in the decrease of the City’s participation in the Borrower to a level below 75 % of all the issued shares of the Borrower;