Compensatory Equity Sample Clauses

Compensatory Equity. Subject to approval by the Board, the Company will grant you Restricted Stock Units (“RSU”) covering one million two hundred fifty thousand (1,250,000) shares of the Company’s common stock (the “Initial RSU Grant”). Three hundred and twelve thousand five hundred (312,500) shares of the Initial RSU Grant shall be vested after one (1) year of employment. Subject to your continued Service, the remaining shares of the Initial RSU shall vest in eight (8) pro-rata equal installments on a quarterly basis over the following two (2) years. In addition to the Initial RSU Grant, you will be eligible for annual grants of either RSU or stock options at the elections of the Board. These additional grants may occur more frequently than annually at the election of the Board. For purposes of this Agreement, the RSU Grant and any other Company compensatory equity grants issued to you shall be collectively referred to herein as “Compensatory Equity”. To the extent you receive any stock options, stock appreciation rights or similar derivative securities, you shall be entitled to according to the applicable plan in place. In connection with any award of Compensatory Equity (including the RSU Grant), you shall be permitted at your election to satisfy the applicable exercise price and/or tax withholding obligations via share withholding with the shares that are surrendered to the Company valued at their then fair market value as of the applicable vesting or settlement date(s). You shall be eligible for additional grants of Compensatory Equity in order to ensure that you have competitive equity compensation. All grants of Compensatory Equity shall be issued pursuant to: (i) a Board-approved employee stock incentive plan (the “Plan”) and (ii) an effective registration statement filed (and maintained) by the Company with the Securities and Exchange Commission in accordance with the Securities Act of 1933, as amended. Additionally, all outstanding unvested Compensatory Equity awards shall fully vest and become exercisable (to the extent exercise is required) upon a Change in Control occurring during your Service (as defined below). You may also elect to establish a trading plan for Company securities in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of this Agreement and your Compensatory Equity, “Service” shall mean service by you as an employee, director and/or consultant of the Company (or any subsidiary or parent...
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Compensatory Equity. Executive will be eligible to be awarded options to acquire common stock or other equity compensation awards under the Company's or its affiliates' stock incentive plan (once such plan is adopted and approved by the Board and Company stockholders). Executive's equity awards level will be determined by the administrator of the stock incentive plan.
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Compensatory Equity. Executive will be awarded options (the “Options) to acquire shares of common stock of the Company (the “Shares”) equal to one percent (1%) of the Shares issued by the Company on August 20, 2010. Executive shall have the right to exercise fifty percent (50%) of the Options after March 17, 2011 at the price of $9.85 per share ( “Entitled Price I”) but not less than 100% of the fair market value on the date of award as defined under the Company’s 2010 Stock Incentive Plan (the “Fair Market Value”) and to exercise the remaining fifty percent (50%) of the Options after March 17, 2012 at a price equal to the closing price of the Shares on the first trading day after March 17, 2012 multiplied by 1.25 (“Entitled Price II”, together with Entitled Price I, each an “Entitled Price”) but not less than 100% of the Fair Market Value. In the event that an Entitled Price is lower than the Fair Market Value, Executive shall pay an exercise price equal to the Fair Market Value and the Company shall compensate Executive for the difference between such Entitled Price and the Fair Market Value in the form as reasonably requested by Executive. In the event of a subdivision of the outstanding Shares, a declaration of a dividend payable in Shares, a declaration of a dividend payable in a form other than Shares in an amount that has a material effect on the price of Shares, a combination or consolidation of the outstanding Shares (by reclassification or otherwise) into a lesser number of Shares, a stock split, a reverse stock split, a reclassification or other distribution of the Shares without the receipt of consideration by the Company, of or on the common stock of the Company, a recapitalization, a combination, a spin-off or a similar occurrence, during the period from August 20, 2010 to the date of award of the Options, the Company shall make equitable and proportionate adjustments to the number of Shares available and the exercise price under any outstanding Options.
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Compensatory Equity. Hickock will be eligible to be awarded options to acquire common stock or other equity compensation awards under Axesstel’s 2004 Equity Incentive Plan or other equity incentive plans subsequently adopted by Axesstel or its affiliates. The timing and amount of any equity awards will be determined by the administrator of the equity incentive plan.
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Compensatory Equity. Xxxx will be eligible to be awarded options to acquire common stock or other equity compensation awards under Axesstel’s 2004 Equity Incentive Plan or other equity incentive plans subsequently adopted by Axesstel or its affiliates. The timing and amount of any equity awards will be determined by the administrator of the equity incentive plan.
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Compensatory Equity. Sek will be eligible to be awarded options to acquire common stock or other equity compensation awards under Axesstel’s 2004 Equity Incentive Plan or other equity incentive plans subsequently adopted by Axesstel or its affiliates. The timing and amount of any equity awards will be determined by the administrator of the equity incentive plan.
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Compensatory Equity. (a) You will be entitled to receive stock options, with a ten (10) year term, to purchase up to an aggregate of Seven Million Two Hundred Fourteen Thousand Nine Hundred Two (7,214,902) shares of Common Stock, $.001 par value per share, of the Company. The exercise price under such stock options shall be $2.1622 per share (which is the fair market value of a common share of the Company as of the Effective Date as determined by the Board). Your right to receive such stock options shall be subject to your execution and delivery of Stock Option Agreements substantially in the forms attached hereto as EXHIBIT D (the "Stock Option Agreements"). Such stock options will be incentive stock options (as defined under Section 422 of the Internal Revenue Code of 1986, as amended) to the maximum extent permitted by law and as provided in the incentive stock agreement provided in EXHIBIT D. You acknowledge receipt by the Company of a complete copy of its Amended and Restated 2000 Stock Option/Stock Issuance Plan, as amended (the "Plan") and the stock options shall be granted to you pursuant to the Plan (and such granted options shall receive any and all benefits provided under the Plan other than any accelerated vesting provisions). Such stock options shall commence vesting as of the Effective Date and shall continue to vest during any continuous period in which you have continuously been in service to the Company (or a parent holding company or subsidiary of the Company) as an employee, director and/or consultant. The Company acknowledges and agrees that for purposes of this Agreement and the Stock Option Agreements, it is the understanding and intent of the parties that your service to the Company as an employee shall be deemed to be continuous and to constitute "Continuous Service" within the meaning of the Stock Option Agreements so long as your employment under this Agreement has not been terminated by the Company (with or without Cause) or by you (with or without Good Reason) or by your death. Such stock options will become vested as set forth in the Stock Option Agreements (including but not limited to the Vesting Schedule attached to each Stock Option Agreement). If you cease to provide such services (unless such cessation of services is due to the termination of your employment by the Company with Cause or by you without Good Reason), then (subject to the 10 year option term expiration date) you will be permitted to exercise such vested stock options until nine ...
Sample 1
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Compensatory Equity. Hoeffner will be eligible to be awarded options to acquire common stock or other equity compensation awards under Axesstel’s 2004 Equity Incentive Plan or other equity incentive plans subsequently adopted by Axesstel or its affiliates. The timing and amount of any equity awards will be determined by the administrator of the equity incentive plan.
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Compensatory Equity. Vendor will be awarded options (the “Options) to acquire shares of common stock of the Company (the “Shares”) in the amount of 200,000 Shares subject to the terms and conditions of the Company’s 2011 ESOP.
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Related to Compensatory Equity

  • Compensatory Time A Bargaining Unit member may choose to take compensatory time in lieu of overtime compensation if such choice is indicated during the tour of duty in which the overtime is worked. Compensatory time shall be credited to the Bargaining Unit member and accumulated at the rate of one and one-half (1 ½) hours for each overtime hour worked. Each Bargaining Unit member’s compensatory time bank shall be limited in accumulation to a maximum number of two hundred forty (240) hours. Once a Bargaining Unit member has reached the maximum hours of compensatory time as compensation for overtime hours worked, all additional overtime will be paid. The Bargaining Unit member may choose to carry over any balance into the following year. Any balance of compensatory time carried over into the following year shall count towards the two hundred forty (240) hour cap in that year. Compensatory time off must be taken at a time agreeable to the Department and the Bargaining Unit member. Approval for compensatory time off shall not be unreasonably withheld. Compensatory time off should be requested as far in advance as possible but no later than forty eight (48) hours in advance. When Bargaining Unit members request compensatory time off at least 45 calendar days in advance, the employer will, within five (5) working days of the request being made, notify the member whether or not his/her request has been approved. Approval for compensatory time shall not be unreasonably withheld. As soon as the employer notifies the member that his/her request has been approved, and if the employer determines that the shift will be filled, the employer will post the overtime assignment to cover the member’s request. If there are no volunteers to cover this need for overtime, and if the employer determines that the shift will be filled, a mandate to cover the shift will occur no less than seven (7) calendar days in advance of the beginning of the shift that needs to be covered. The employee being mandated will have the lowest number of overtime hours worked and will be notified by a supervisor. In the event the employee being mandated is on an approved leave and cannot be provided seven

  • Company Equity Awards (a) Each option to purchase shares of Company Common Stock that has been granted under the Company Stock Plans (each, a “Company Option”) and that is outstanding and unexercised immediately prior to the Effective Time will, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holders thereof, be treated as follows: (i) as of the Effective Time, each Company Option (whether or not vested) that is outstanding and unexercised immediately prior to the Effective Time and that has a per share exercise price less than the Merger Consideration (an “In-the-Money Option”) will be canceled in exchange for payment to the holder of such In-the-Money Option of an amount in cash equal to (A) the number of shares of Company Common Stock remaining subject to such In-the-Money Option immediately prior to the Effective Time multiplied by (B) the amount by which (x) the Merger Consideration exceeds (y) the per share exercise price for such In-the-Money Option (the “Company Option Cash Out Amount”); and (ii) each Company Option that is not an In-the-Money Option will be canceled at the Effective Time without payment of any consideration. (b) As of the Effective Time, each restricted stock unit award subject to time-based or other vesting restrictions that is outstanding under any Company Stock Plan (each, a “Company RSU Award””) immediately prior to the Effective Time, shall, to the extent not vested, become fully vested and then (ii) each such Company RSU Award shall be canceled without any action of the part of any holder or beneficiary thereof in consideration for the right to receive a lump sum cash payment with respect thereto equal to the product of (x) the Merger Consideration and (y) the number of shares of Company Stock represented by such Company RSU Award (the “Company RSU Cash Out Amount”). (c) All Company Options (whether or not vested) that are outstanding and unexercised immediately prior to the Effective Time, all Company RSU Awards that are outstanding immediately prior to the Effective Time, and rights under the Company Stock Plans, will terminate as of, and contingent upon the occurrence of, the Effective Time (after given effect to this Section 2.3), and, following the Effective Time, no holder of any Company Option, Company RSU Award, or any other rights under the Company Stock Plans will have any right to acquire any equity securities of the Company, its Subsidiaries, or the Surviving Corporation as a result of such holder’s Company Options, Company RSU Awards, or other rights under the Company Stock Plans and the Company shall have no further Liability under or with respect to any such Company Option, Company RSU Awards, or the Company Stock Plans (except as provided pursuant to Section 2.3(a)(i) in respect of In-The-Money Options), or as provided pursuant to Section 2.3(b) in respect of the Company RSU Awards. (d) Payment of the Company Option Cash Out Amount for each In-the-Money Option and the Company RSU Cash Out Amount for each Company RSU Award is subject to Section 2.7 and will be made as follows: No later than thirty (30) Business Days after the Closing Date, Parent shall, or shall cause the Surviving Corporation to, deliver (through the Surviving Corporation payroll or such other means of payment as Parent may provide) to the holder of any In-the-Money Option or Company RSU Award the applicable Company Option Cash Out Amount or Company RSU Cash Out Amount, net of Tax withholdings. To the extent that such Taxes are so deducted or withheld and paid over to the appropriate Taxing Authority, the amounts thereof will be treated for all purposes hereunder as having been paid to the Person to whom such amounts would otherwise have been paid. (e) Prior to the Effective Time, the Company shall take (or cause there to be taken, as the case may be) all such actions as are necessary to effect the treatment of Company Options and Company RSU Awards provided for under this Section 2.3, under all Contracts governing the terms of all Company Options and Company RSU Awards, and under any other applicable plan or arrangement to which the Company is a party or by which the Company may be bound with respect to such Company Options, Company RSU Awards or the Company Stock Plans, including (A) to accelerate the vesting of any unvested Company Options that are outstanding and unvested immediately prior to the Effective Time and (B) at the request of Parent or as otherwise may be required, sending to any holders of Company Options notices (if drafted and at the request of Parent, subject to reasonable review and approval by the Company, which approval will not be unreasonably withheld, conditioned or delayed) with respect to the treatment of such instruments under this Agreement. The Company shall not send or otherwise make available any notices to any holders of Company Options, or solicit any consents or other approvals from the holders of any Company Options unless and until Parent has reviewed and approved all such notices and related documentation (including any email messages and notifications) to be sent or made available to such holders (which approval may not be unreasonably withheld or delayed), in each case, solely to the extent such notices, consents or approvals relate to the Merger Transaction. (f) The Company shall promptly take (or cause there to be taken, as the case may be) all such actions as are necessary to ensure that no offering or purchase period commences under the Company ESPP and that no shares of Company Capital Stock are issued under the Company ESPP. Prior to the Effective Time, the Company shall take (or cause there to be taken, as the case may be) all such actions as are necessary to terminate the Company ESPP such that, from and after the time of such termination, the Company shall have no Liability under or with respect to the Company ESPP.

  • Compensatory Time Off Utilization of compensatory time off shall be by mutual agreement between the department head and the employee. The smallest increment of compensatory time which may be taken off is six (6) minutes.

  • Compensatory Time Cash Out All compensatory time must be used by June 30th of each year. If compensatory time balances are not scheduled to be used by the employee by April of each year, the supervisor will contact the employee to review their schedule. The employee’s compensatory time balance will be cashed out every June 30th or when the employee: 1. Leaves state service for any reason; 2. Transfers to a position in their institution with different funding sources; or 3. Transfers to another state agency or institution.

  • PAY EQUITY 4.28.1 Contractor represents and warrants that, as required by Washington state law (Engrossed House Bill 1109, Sec. 211), during the term of this Contract, it agrees to equality among its workers by ensuring similarly employed individuals are compensated as equals. For purposes of this provision, employees are similarly employed if (i) the individuals work for Contractor, (ii) the performance of the job requires comparable skill, effort, and responsibility, and (iii) the jobs are performed under similar working conditions. Job titles alone are not determinative of whether employees are similarly employed. 4.28.2 Contractor may allow differentials in compensation for its workers based in good faith on any of the following: (i) a seniority system; (ii) a merit system; (iii) a system that measures earnings by quantity or quality of production; (iv) bona fide job- related factor(s); or (v) a bona fide regional difference in compensation levels. 4.28.3 Bona fide job-related factor(s)” may include, but not be limited to, education, training, or experience, that is: (i) consistent with business necessity; (ii) not based on or derived from a gender-based differential; and (iii) accounts for the entire differential. 4.28.4 A “bona fide regional difference in compensation level” must be (i) consistent with business necessity; (ii) not based on or derived from a gender-based differential; and (iii) account for the entire differential. 4.28.5 Notwithstanding any provision to the contrary, upon breach of warranty and Contractor’s failure to provide satisfactory evidence of compliance within thirty (30) Days of HCA’s request for such evidence, HCA may suspend or terminate this Contract.

  • Equity Awards You will be eligible to receive awards of stock options or other equity awards pursuant to any plans or arrangements the Company may have in effect from time to time. The Board or Committee, as applicable, will determine in its sole discretion whether you will be granted any such equity awards and the terms of any such award in accordance with the terms of any applicable plan or arrangement that may be in effect from time to time.

  • Maximum Compensatory Time Employees may accumulate no more than one hundred and sixty (160) hours of compensatory time.

  • Overtime and Compensatory Time Overtime work shall be compensated as follows: A. Hours in an active pay status in excess of forty (40) hours in any calendar week shall be compensated at the rate of one and one-half (1 1/2) times the total rate of pay, as defined by Section 43.01, for each hour of such time. Total rate of pay includes the base rate plus longevity, all applicable supplements, and shift differential where applicable. B. An employee may elect to take compensatory time off in lieu of cash overtime payment for hours in an active pay status more than forty (40) hours in any calendar week. Such compensatory time shall be granted on a time and one-half (1 1/2) basis. C. The maximum accrual of compensatory time shall be two hundred forty (240) hours and compensatory time must be taken within one (1) year of its being earned. D. When the maximum hours of compensatory time accrual is rendered, payment for overtime work shall be made in cash. Compensatory time not taken within one (1) year shall be paid in cash to a maximum of eighty (80) hours in any pay period. E. Compensatory time is not available for use until it appears on the employee’s earnings statement and on the date the funds are made available. F. Upon termination of employment, an employee shall be paid for unused compensatory time at a rate which is the higher of: 1. The final total rate received by the employee, or 2. The average total rate received by the employee during the last three (3) years of employment. For the purposes of this Article, active pay status is defined as the conditions under which an employee is eligible to receive pay, and includes, but is not limited to, vacation leave and personal leave. Sick leave and any leave used in lieu of sick leave shall not be considered as active pay status for purposes of this Article. Compensatory time requests must be submitted in writing twenty-four (24) hours in advance of the anticipated time off, unless the need for time off is of an emergency nature.

  • Annual Equity Awards (i) TCCC shall not grant any equity-based awards to any Continuing Employee from the date of this Agreement through the Closing other than equity-based awards made (A) to newly hired employees, within one year following the employee’s date of hire, that are in the ordinary course of business and in accordance with TCCC and the Nordic Companies’ past practice of compensating newly hired employees or (B) with the consent of CCE, which consent shall not be unreasonably, withheld, conditioned or delayed. Notwithstanding the foregoing, in the event that as of December 16, 2010, the parties reasonably determine that the Closing shall not occur prior to March 15, 2011, following consultation with CCE, TCCC may make grants of equity-based awards no later than March 15, 2011 to Continuing Employees that are in accordance with past practice and guidelines with respect to annual grants made most recently in February 2010 to the Continuing Employees and that do not have an aggregate value as of the grant date (based on a reasonable Black-Scholes valuation or grant date fair value methodology, as applicable, to be agreed upon between CCE and TCCC) that is greater than the aggregate value as of the grant date of the aggregate annual equity awards made by TCCC in February 2010 to the Continuing Employees. (ii) To the extent that (x) the Closing occurs during the period beginning on October 15, 2010 and ending on December 15, 2010 (the “Interim Period”), and (y) CCE makes an annual grant of equity-based awards during such Interim Period to eligible CCE employees, Splitco shall make a grant of equity-based awards to the Continuing Employees immediately following the Closing Date, with such grant made in a manner consistent with TCCC’s target award levels, award ranges, and performance adjustment criteria employed in such February 2010 annual equity grant by TCCC; provided, however, that such grants shall only be made to those Continuing Employees who were eligible to receive an annual equity grant in February 2010, or would be eligible to receive an annual equity grant in February 2011; and provided, further, that, in no event shall such grant have an aggregate value as of the grant date (based on a reasonable Black-Scholes valuation or grant date fair value methodology, as applicable, to be agreed upon between TCCC and Splitco) that is greater than the aggregate value on the grant date of the aggregate annual equity awards made by TCCC in February 2010 to such employees. (iii) To the extent that the Closing occurs after December 15, 2010, at such time after the Closing as Splitco makes its regular annual equity awards to its employees in 2011, Splitco shall provide equity-based awards to Continuing Employees who hold a position that was (or, in the case of a new hire, would have been) eligible to receive an equity grant from TCCC in 2010, having a substantially comparable value in the aggregate, for a comparable number of employees, as of the grant date (based on a reasonable Black-Scholes value for stock option grants and based on the grant date fair value for whole share-based awards) as awarded by TCCC to employees providing services to the Nordic Companies in February 2010, with such grant made in a manner consistent with TCCC’s target award levels, award ranges, and performance adjustment criteria employed in such February 2010 annual equity grant by TCCC; provided, however, that Splitco shall have no obligation to replicate the form of award or the terms and conditions of awards previously granted by TCCC, including, without limitation, the number of shares to be subject to such Splitco equity-based awards and the vesting conditions and exercise or purchase price of such Splitco equity-based awards.

  • Treatment of Company Equity Awards (a) At the Effective Time, each Company Option with a per share exercise price equal to or in excess of the Merger Consideration and that is outstanding and unexercised immediately prior to the Effective Time shall, without any action on the part of Parent, the Company or the holder thereof, cease to represent a right to acquire Company Ordinary Shares and shall be assumed and converted automatically into an option to purchase the number of shares of Parent Common Stock (each, an “Adjusted Option”) equal to the product obtained by multiplying (x) the number of Company Ordinary Shares subject to the Company Option immediately prior to the Effective Time, by (y) the Conversion Ratio, with any fractional shares rounded down to the nearest whole share. Each Adjusted Option shall have an exercise price per share of Parent Common Stock equal to (i) the per share exercise price for Company Ordinary Shares subject to the corresponding Company Option immediately prior to the Effective Time divided by (ii) the Conversion Ratio, rounded up to the nearest whole cent. Each Adjusted Option shall otherwise be subject to the same terms and conditions applicable to the corresponding Company Option under the applicable Company Equity Plan and the agreements evidencing grants thereunder, including vesting terms and terms related to the treatment upon termination of employment. (b) At the Effective Time, each Company Option with a per share exercise price that is less than the Merger Consideration and that is outstanding and unexercised immediately prior to the Effective Time shall, without any action on the part of Parent, the Company or the holder thereof, be cancelled, with the holder of such Company Option becoming entitled to receive, in full satisfaction of the rights of the holder with respect thereto, an amount in cash equal to the product obtained by multiplying (i) the number of Company Ordinary Shares subject to such Company Option as of immediately prior to the Effective Time, by (ii) the excess of the Merger Consideration over the per share exercise price applicable to the Company Option. (c) At the Effective Time, each Company RSU that is outstanding immediately prior to the Effective Time and that is held by a non-employee director of the Company will vest as of the Effective Time and shall, without any action on the part of Parent, the Company or the holder thereof, be cancelled, with the holder of such Company RSU becoming entitled to receive, in full satisfaction of the rights of such holder with respect thereto, the Merger Consideration in respect of each Company Ordinary Share subject to such Company RSU immediately prior to the Effective Time. (d) Except as set forth on Section 2.3(d) of the Company Disclosure Letter, at the Effective Time, each Company RSU (other than any Company RSU covered by Section 2.3(c)) that is outstanding immediately prior to the Effective Time shall, without any action on the part of Parent, the Company or the holder thereof, be assumed and converted automatically into a restricted stock unit award with respect to a number of shares of Parent Common Stock (each, an “Adjusted RSU”) equal to the product obtained by multiplying (i) the total number of Company Ordinary Shares subject to the Company RSU immediately prior to the Effective Time by (ii) the Conversion Ratio, with any fractional shares rounded to the nearest whole share. Each Adjusted RSU shall otherwise be subject to the same terms and conditions applicable to the corresponding Company RSU under the applicable Company Equity Plan and the agreements evidencing grants thereunder, including vesting terms and terms related to the treatment upon termination of employment. (e) At the Effective Time, each Company PSU that is outstanding immediately prior to the Effective Time shall, without any action on the part of Parent, the Company or the holder thereof, fully vest and be cancelled in consideration for the right to receive the Merger Consideration with respect to the number of Company Ordinary Shares equal to the number of Company Ordinary Shares subject to such Company PSU immediately prior to the Effective Time (with such number of Company Ordinary Shares determined based on (i) actual performance as determined by the Compensation and Talent Committee of the Company Board of Directors for any fully completed measurement period or performance period, as applicable, ended prior to the Effective Time to the extent the Compensation and Talent Committee of the Company Board of Directors can reasonably determine the level of achievement of performance for such completed measurement period or performance period, as applicable, prior to the Effective Time, and (ii) target performance for any measurement period or performance period, as applicable, for which performance has not previously been determined as provided in clause (i)). (f) Parent shall cause the Company or the Company Subsidiaries to pay through the payroll system of the Surviving Company or one of its Subsidiaries (to the extent applicable) to each holder of a Company Option, Company RSU or Company PSU the amounts due to such holder under Section 2.3(b), Section 2.3(c), Section 2.3(d) and Section 2.3(e), as applicable, without interest and less such amounts as are required to be withheld or deducted under applicable Law with respect to the making of such payment, as promptly as practicable (but no later than two (2) Business Days) following the Effective Time; provided that the Merger Consideration with respect to any Company Equity Award that constitutes nonqualified deferred compensation subject to Section 409A of the Code shall be paid at the earliest time permitted under the terms of such award that will not result in the application of a Tax or penalty under Section 409A of the Code. (g) Parent shall file or cause to be filed with the SEC, no later than the date on which the Effective Time occurs, a registration statement on a Form S-8 (or any successor form or other appropriate form, including a Form S-1 or Form S-3) relating to the shares of Parent Common Stock issuable with respect to the Adjusted Options and Adjusted RSUs. Parent shall use reasonable best efforts to maintain the effectiveness of such registration statement or statements (and maintain the current status of the prospectuses or prospectuses contained therein) for so long as such awards remain outstanding. (h) Prior to the Effective Time, the Company shall take all actions and adopt all such resolutions as are necessary to effectuate the treatment of the Company Equity Awards as contemplated by this Section 2.3.

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