Award of Parent Shares Sample Clauses

Award of Parent Shares. (i) Subject to the terms and conditions set forth herein, and in consideration of Executive entering into and consummating the transactions contemplated by the Common Unit Cancellation Agreement, Executive entering into and consummating the transactions contemplated by the Preferred Unit Redemption Agreement and Executive entering into and agreeing to perform the terms and conditions of the Indemnification and Contribution Agreement, the Company hereby awards Executive the right to receive from the Company the number of Parent Shares (the “Awarded Parent Shares”) equal to the quotient obtained by dividing $[ ] by the Fair Market Value of each Parent Share determined as of the Closing in accordance with the Merger Agreement (the “Stock Merger Consideration Award”), payable to Executive no later than three Business Days following the Closing. (ii) Each of the Company and Executive acknowledge and agree that such Awarded Parent Shares shall reduce the Stock Merger Consideration allocable by the Company to GTCR in respect of the preferred units of the Company held by GTCR, but shall not reduce any Stock Merger Consideration allocable to Executive under Executive’s Preferred Unit Redemption Agreement. (iii) Executive acknowledges and agrees that in no event shall Executive offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, sell short, or otherwise dispose of or transfer any Awarded Parent Shares direct or indirectly (a “transfer”) unless such Awarded Parent Shares have both become vested pursuant to Section 1(b) and Executive has received certificates registering such vested Awarded Parent Shares in Executive’s name; provided, that nothing in this Agreement will prohibit Executive from entering into hedging transactions that are settled solely in cash so long as such transactions do not violate the Securities Act of 1933, as amended (the “Securities Act”), or the rules and regulations promulgated thereunder or Parent’s policies with respect to transactions in its securities that are applicable to Executive. Notwithstanding the foregoing, (i) neither the Company nor its general partner nor GTCR nor any other fund affiliated with GTCR shall exercise independent voting control over the Awarded Parent Shares, whether vested or unvested, (ii) to the extent the Company is the holder of record of any Awarded Parent Shares at the time any such Award...
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Related to Award of Parent Shares

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • Parent Stock (a) As of the date hereof the authorized capital stock of Parent consists of (I) (A) 75,000,000 shares of Class A Common Stock, $.01 par value, of which no shares are validly issued and outstanding, and (B) 100,000,000 shares of Class B Common Stock, $.01 par value, of which 8,869,010 shares are validly issued and outstanding (without taking into account any shares of Parent Stock to be issued pursuant to (I) this Agreement, (II) the Agreement and Plan of Merger, dated as of May 4, 1998, among Parent, iXL-New York, Inc., Micro Interactive, Inc. ("Micro") and the shareholders of Micro identified therein (the "Micro Merger"), which Agreement is anticipated to close on or about May 15, 1998, or (III) the proposed Agreement and Plan of Merger among Parent, Sub, Digital Planet ("Digital") and the shareholders of Digital identified therein (the "Digital Merger"), which Agreement is anticipated to be executed and delivered, and closed, on or about May 8, 1998), fully paid and nonassessable; (ii) 750,000 shares of blank check preferred stock, (A) 250,000 of which have been designated as Class A Convertible Preferred Stock, of which 172,452 shares are validly issued and outstanding, fully paid and nonassessable, (B) 200,000 of which have been designated as Class B Convertible Preferred Stock, of which 98,767 shares are validly issued and outstanding, fully paid and nonassessable, and (C) 15,000 of which have been designated as Class C Convertible Preferred Stock, of which 9,232 shares are validly issued and outstanding, fully paid and nonassessable. Except as set forth on Schedule 5.6 hereto, there are no options, ------------ warrants, calls, agreements, commitments or other rights presently outstanding that would obligate Parent to issue, deliver or sell shares of its capital stock, or to grant, extend or enter into any such option, warrant, call, agreement, commitment or other right. In addition to the foregoing, as of the Closing Date, Parent has no bonds, debentures, notes or other indebtedness issued or outstanding that have voting rights in Parent. (b) The outstanding shares of capital stock of Parent immediately prior to the Effective Time are set forth on Schedule 5.6 hereto. ------------ (c) When delivered to the SCE Shareholders in accordance with the terms hereof, the Parent Stock will be (i) duly authorized, fully paid and nonassessable, and (b) free and clear of all Liens other than restrictions imposed by the Stockholders' Agreement and by federal and state securities laws.

  • Common Shares 4 Company...................................................................................... 4

  • 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.

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Shares The term “

  • Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

  • Restricted Shares Employee hereby accepts the Restricted Shares when issued and agrees with respect thereto as follows:

  • Company Stockholder Approval The Company Stockholder Approval shall have been obtained.

  • Restricted Share Units Restricted Share Units means Restricted Share Units granted to Participant under the Plan subject to such terms and conditions as the Committee may determine at the time of issuance.

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