Shares of Restricted Clause Samples

The "Shares of Restricted" clause defines the terms and conditions under which certain shares issued by a company are subject to restrictions, such as limitations on transfer or sale. Typically, these shares may be granted to employees, founders, or investors and are often subject to vesting schedules or other contractual limitations until specific conditions are met. This clause ensures that the company maintains control over the distribution and ownership of its shares, preventing premature or unauthorized transfers and aligning the interests of shareholders with the long-term goals of the company.
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.
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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.
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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: 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 court having jurisdiction.
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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): (a) 25% of the Shares on or after such time as the Bank has repaid at least 25% of the aggregate investment in the Bank by the U.S. Treasury under its Capital Purchase Program (the “Treasury Investment”). (b) An additional 25% of the Shares (for an aggregate total of 50% of the Shares) on or after such time as the Bank has repaid at least 50% of the Treasury Investment. (c) An additional 25% of the Shares (for an aggregate total of 75% of the Shares) on or after such time as the Bank has repaid at least 75% of the Treasury Investment. (d) The remainder of the Shares on or after such time as the Bank has repaid 100% of the Treasury Investment. Notwithstanding the foregoing, in the case of Shares of Restricted Stock subject to this Award for which the Grantee does not make an election under Section 83(b) of the Code in accordance with Section 9(b), at any time beginning with the date upon which the Shares Vest and ending on December 31 of the calendar year including that date, a portion of the Shares may be transferred as may reasonably be required to pay the federal, state, local, or foreign taxes that are anticipated to apply to the income recognized due to the vesting, and any Shares transferred for this purpose shall not count toward the percentages in the schedule above.
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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.
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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).
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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.
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Shares of Restricted. Stock which have not been released from the Repurchase Right pursuant to subsection (a) are referred to herein as "Unvested Shares."
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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.
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Related to Shares of Restricted

  • Vesting of Restricted Shares The Restricted Shares are subject to forfeiture to the Company until they become vested and non-forfeitable in accordance with this Section 2. While subject to forfeiture, the Restricted Shares may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law, except to (i) an immediate family member or (ii) a trust or other estate-planning vehicle (collectively, the “Permitted Transferees”), so long as any such Permitted Transferee, as a condition to such transfer, agrees in writing to be bound by the terms of this Agreement with respect to the Restricted Shares. (a) 100% of the Restricted Shares subject hereto shall become vested and non-forfeitable on the third anniversary of the Effective Date, provided the Grantee remains in continuous service with the Company through such date. (b) Upon cessation of the Service Relationship (hereinafter defined), any Restricted Shares which then remain forfeitable (determined after application of Section 2(c), below) will immediately and automatically, without any action on the part of the Company, be forfeited, and the Grantee will have no further rights with respect to those shares. (c) If the Service Relationship (as defined below) terminates due to the Grantee’s death, or if a Change in Control (as defined below) occurs during the Service Relationship, any otherwise unvested Restricted Shares will then become vested and non-forfeitable. Similarly, if the Service Relationship ceases due to a termination by the Company without “Cause”, due to the Grantee’s “Disability” or due to a resignation by the Grantee with “Good Reason” (each as defined in that certain Employment Agreement between the Grantee and the Company dated on or about the closing date of the Transaction (the “Employment Agreement”)), and the Grantee executes a release of claims in the form and manner described in Section 7(c)(iii) of the Employment Agreement within the timeframe established in the Employment Agreement, any otherwise unvested Restricted Shares will become vested and non-forfeitable when such release becomes irrevocable. (d) For purposes of this Agreement, “Service Relationship” means the Grantee’s employment or service with the Company or its parent or any subsidiary or Affiliate, whether in the capacity of an employee, director or a consultant. Unless otherwise determined by the Board, the Grantee’s Service Relationship shall not be deemed to have terminated merely because of a change in the capacity in which the Grantee renders service to the Company or a transfer between locations of the Company, its parent or any subsidiary or Affiliate or a transfer between the Company, its parent, or any subsidiary or Affiliate, provided that there is no interruption or other termination of the Service Relationship. Subject to the foregoing and the following sentence, the Company, in its discretion, shall determine whether the Grantee’s Service Relationship has terminated and the effective date of such termination. The following events shall not be deemed a termination of the Service Relationship:

  • Grant of Restricted Shares Effective as of the Grant Date, the Company shall cause to be issued in the Executive’s name the following Shares as Restricted Shares: shares of the Company’s common stock, $.01 par value. The Company shall cause certificates evidencing the Restricted Shares, and any shares of Stock or rights to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction (the “Retained Distributions”), to be issued in the Executive’s name. During the Period of Restriction such certificates shall bear a restrictive legend to the effect that ownership of such Restricted Shares (and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive shall have the right to vote the Restricted Shares awarded to the Executive and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions), and to exercise all other rights, powers and privileges of a holder of Shares, with respect to such Restricted Shares, with the exception that (a) the Executive shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance the certificates shall be delivered to such depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of Shares set forth in this Agreement the Executive accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreement.

  • Grant of Restricted Share Units The Company hereby grants to the Participant [ ] restricted share units (the “RSUs”), subject to all of the terms and conditions of this RSU Award Agreement and the Plan.

  • Vesting of Restricted Stock The restrictions and conditions in Paragraph 2 of this Agreement shall lapse on the Vesting Date or Dates specified in the following schedule so long as the Grantee remains an employee of the Company or a Subsidiary on such Dates. If a series of Vesting Dates is specified, then the restrictions and conditions in Paragraph 2 shall lapse only with respect to the number of shares of Restricted Stock specified as vested on such date.

  • Award of Restricted Shares The Committee hereby awards to the Awardee [insert # of shares] Restricted Shares. All such Restricted Shares shall be subject to the restrictions and forfeiture provisions contained in Sections 4, 5 and 6, such restrictions and forfeiture provisions to become effective immediately upon execution of this Agreement by the parties hereto.