Restricted shares cannot be sold until into everyday trading until the restriction date. I do not believe anything is different if a buy-out happens. Restricted shares will get paid just like non-restricted shares because they are part of the O/S. Just not the float. Also remember there are preferred shares too. So Tom not only has commons but I sure he has a few preferred shares too. So when they raised the A/S the other day it could very well be (as someone has already stated) that they are turning the preferred shares in to common so they become part of the O/S and be eligible for the .01 offer. IMO of course.