Additional Stock Consideration Clause Samples
The Additional Stock Consideration clause defines the terms under which extra shares of stock may be issued to a party, typically as part of a transaction or agreement. This clause outlines the specific conditions or performance milestones that must be met for the additional shares to be granted, such as achieving certain financial targets or completing integration steps after a merger. Its core practical function is to incentivize desired outcomes and align interests by providing a mechanism for contingent equity compensation, thereby addressing uncertainties and motivating performance.
Additional Stock Consideration. Outstanding Stock + No. of Additional Shares of Common Stock As used herein:
Additional Stock Consideration i Holder hereby further agrees that during the twelve (12) month period from the respective date on which any Additional Stock Consideration is issued (each such twelve month period herein referred to as an “Additional Lockup Period” and any issuance of Additional Stock Consideration is referred to as an “Additional Stock Issuance”), including any shares of Common Stock acquired pursuant to an Adjustment, Holder shall not, directly or indirectly, through an “affiliate” or “associate” (as such terms are defined in the General Rules and Regulations under the Securities Act), or otherwise, Transfer any of the Additional Stock Consideration, or enter into any agreement or any transaction that has the effect of transferring, in whole or in part, directly or indirectly, the economic consequence of ownership of the Additional Stock Consideration, whether any such agreement or transaction is to be settled by delivery of the Lockup Shares, other than in connection with an offer made to all shareholders of the Company in connection with merger, consolidation or similar transaction involving the Company. Holder further agrees that the Company and its transfer agent are authorized to place “stop orders” on its books to prevent any transfer of the Additional Stock Consideration held by Holder in violation of this Agreement. ii Upon the expiration of an Additional Lockup Period, the foregoing restrictions on Transfer set forth in Section 2(a) shall lapse with respect to 25% of the Additional Stock Consideration as to which such Additional Stock Issuance relates (in each case taking into account and proportionally adjusting for any Adjustments occurring during such period), and the Holder may Transfer such shares without restriction subject to applicable federal securities laws. Additionally, on the first day of each of the first three consecutive three month periods following the end of an Additional Lockup Period, the restrictions on Transfer provided for in Section 2(a) shall lapse with respect to an additional 25% of the Additional Stock Consideration as to which such Additional Stock Issuance relates (in each case taking into account and proportionally adjusting for any Adjustments occurring during such period), and the Holder may Transfer such shares without restriction subject to applicable federal securities laws.
Additional Stock Consideration. In the event that during the twelve-month period after the Effective Time, either (1) Acquiror or the Surviving Company exercises a repurchase right with respect to shares of Acquiror Common Stock issued in exchange for Unvested Target Shares or (2) Acquiror or the Surviving Company exercises a repurchase right with respect to shares of Acquiror Common Stock issued upon exercise of assumed Target Options or any Target Options are cancelled, in each case as a result of the termination of employment by the Surviving Company without cause (as such term is defined in the applicable plan, document or agreement governing such Unvested Target Shares or Target Options, if defined therein) of any of the Persons listed on Schedule 1.6(g), then:
(i) in the case of (1) above, within thirty (30) days following the end of such twelve-month period, Acquiror shall issue and deliver to the former Target stockholders whose shares were converted pursuant to Section 1.6(a) and (if, but only if, an Unvested Share Waiver has not been delivered by a holder with respect to such holder’s