in the case of our directors, officers, and security holders, (i) the receipt by the locked - up party from us of shares of Class A common stock or Class B common stock upon (A) the exercise or settlement of stock options or RSUs granted under a stock incentive plan or other equity
award plan described in this prospectus or (B) the exercise of
warrants outstanding and which are described in this prospectus, or (ii) the transfer of shares of Class A common stock, Class B common stock, or any securities convertible into Class A common stock or Class B common stock upon a vesting or settlement event of our securities or upon the exercise of options or
warrants to purchase our securities on a «cashless» or «net exercise» basis to the extent permitted by the instruments representing
such options or
warrants (and any transfer to us necessary to generate
such amount of cash needed for the payment of taxes, including estimated taxes, due as a result of
such vesting or exercise whether by means of a «net settlement» or otherwise) so long as
such «cashless exercise» or «net exercise» is effected solely by the surrender of outstanding stock options or
warrants (or the Class A common stock or Class B common stock issuable upon the exercise thereof) to us and our cancellation of all or a portion thereof to pay the exercise price or withholding tax and remittance obligations, provided that in the case of (i), the shares received upon
such exercise or settlement are subject to the restrictions set forth above, and provided further that in the case of (ii), any filings under Section 16 (a) of the Exchange Act, or any other public filing or disclosure of
such transfer by or on behalf of the locked - up party, shall clearly indicate in the footnotes thereto that
such transfer of shares or securities was solely to us pursuant to the circumstances described in this bullet point;
If the court is asked to grant
such a remedy and determines that a declaration of constructive trust is
warranted, then the proprietary interest
awarded pursuant to that remedy will be deemed to have arisen at the time when the unjust enrichment first occurred.»
For other cases holding that proposed relocation requests which would result in the effective termination of a shared physical custodial arrangement should be treated as a modification of custody, see, e.g., Lewellyn v. Lewellyn, 351 Ark. 346, 93 S.W. 3d 681 (2002)(both mother and father petitioned for sole custody of children after mother's proposed relocation would make parties» shared physical custodial arrangement unworkable; court found that mother's relocation constituted material change of circumstances
warranting award of sole custody to father, even though
such a relocation would not be considered a material change in circumstances in a case that did not involve shared physical custody), and In re Marriage of Garst, 955 P. 2d 1056 (Colo..