Conversion of Equity Awards Sample Clauses

Conversion of Equity Awards. (a) At the Astro Effective Time, each Existing Company Restricted Stock Award that is outstanding under any Company Equity Plan immediately before the Astro Effective Time, whether vested or unvested, shall, automatically and without any required action on the part of any holder or beneficiary thereof, be assumed by HoldCo and converted into a restricted stock award denominated in shares of New Common Stock (each, a “Converted Company Restricted Stock Award”). Each Converted Company Restricted Stock Award shall continue to have and be subject to substantially the same terms and conditions as were applicable to such Existing Company Restricted Stock Award immediately before the Astro Effective Time (including vesting conditions, accumulated dividends and other dividend rights), except that each Converted Company Restricted Stock Award shall cover that number of shares of New Common Stock equal to the product (rounded down to the nearest whole number) of (A) the number of shares of Company Common Stock underlying such Existing Company Restricted Stock Award and (B) the Exchange Ratio.
Sample 1
AutoNDA by SimpleDocs
Conversion of Equity Awards. (a) Subject to Section 6.14(c), prior to the Effective Time, the WNR Board or its Compensation Committee shall adopt the NTI LTIP as of the Effective Time, authorize the conversion of NTI Phantom Units and NTI Restricted Units in accordance with Section 3.1(e)(i) at the Effective Time, and shall take such other actions as may be necessary to authorize the events contemplated in Section 3.1(e); such actions shall include the following: (i) effective as of the Effective Time, the NTI LTIP shall be continued by WNR and all NTI obligations thereunder assumed by WNR (including obligations with respect to NTI Phantom Units and NTI Restricted Units in accordance with Section 3.1(e)(i)) and such plan shall continue in effect subject to amendment, termination, and/or suspension in accordance with the terms of the NTI LTIP, notwithstanding the Merger, applicable laws and regulations and the applicable rules of any unit exchange; (ii) from and after the Effective Time all references to NTI Common Units in the NTI LTIP shall be substituted with references to WNR Common Stock; (iii) the number of shares of WNR Common Stock that will be available for grant and delivery under the NTI LTIP from and after the Effective Time shall equal the number of NTI Common Units that were available for grant and delivery under the NTI LTIP and the outstanding awards under the NTI LTIP (to the extent not duplicative) immediately prior to the Effective Time, as adjusted to give effect to the Stock Election Exchange Ratio; (iv) from and after the Effective Time, awards under the NTI LTIP may be granted only to those individuals who were eligible to receive awards under the NTI LTIP immediately before the Effective Time (including any individuals hired on and after the Effective Time who would have been eligible for such awards pursuant to the eligibility provisions of the NTI LTIP as in effect immediately prior to the Effective Time); and (v) no participant in the NTI LTIP shall have any right to acquire NTI Common Units under the NTI LTIP from and after the Effective Time. WNR shall reserve for issuance a number of shares of WNR Common Stock equal to the number of shares of WNR Common Stock that will be available for grant and delivery under the NTI LTIP from and after the Effective Time, including shares of WNR Common Stock that will be subject to WNR Phantom Stock and WNR Restricted Stock as a result of the actions contemplated by Section 3.1(e)(i). As soon as practicable following the...
Sample 1
Conversion of Equity Awards. You acknowledge and agree that, on October 28, 2019, Berkshire Grey and you entered into a Restricted Stock Award Agreement, pursuant to which you acquired an aggregate of 7,003,438 shares of Berkshire Grey’s common stock (after conversion in connection with the de-SPAC transaction between Berkshire Grey and the legacy Berkshire Grey) under the Berkshire Grey Inc. 2013 Stock Option and Incentive Plan (the “Restricted Stock Agreement”), of which, 1,023,825 shares of Berkshire Grey’s common stock have since been repurchased by Berkshire Grey. You further acknowledge and agree that, at the Effective Time (as defined in the Merger Agreement), any restricted shares subject to the Restricted Stock Agreement that are unvested as of immediately prior to the Effective Time shall be immediately and automatically canceled and in exchange therefor as purchase price you will receive a contingent cash amount equal to the number of such unvested restricted shares subject to such Restricted Stock Agreement multiplied by the Merger Consideration (as defined in the Merger Agreement) (the “Converted Cash Value”). The Converted Cash Value represents payment of purchase price for the unvested restricted shares under the Restricted Stock Agreement and not a new compensatory award. Notwithstanding anything to the contrary in the Restricted Stock Agreement, you will receive the Converted Cash Award as follows:
Sample 1
Conversion of Equity Awards 
Sample 1Sample 2Sample 3See All (6)

Related to Conversion of Equity Awards

  • Acceleration of Equity Awards All: (i) outstanding and unvested options to purchase Common Stock granted to Executive under any equity plan of the Company, (ii) unvested shares of restricted Common Stock awarded to the Executive under any equity plan of the Company, and (iii) other equity and equity equivalent awards then held by the Executive, shall be accelerated in full, and thereafter all such options, shares of restricted Common Stock and other equity awards shall be immediately vested and exercisable for such period of time as provided for by the specific agreements governing each such award, upon Executive’s termination pursuant to Sections 11(b), (c), (e) or (f) hereof.

  • Vesting of Equity Awards Notwithstanding the provisions of any plan or agreement governing such an Award (as defined in Section 4(c)), all Awards granted to you that remain outstanding and unvested immediately prior to the occurrence of a Change in Control (as defined in Section 4(d)(i)) automatically shall vest in full upon the occurrence of the Change in Control.

  • 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.

  • Accelerated Vesting of Equity Awards One hundred percent (100%) of Executive’s then-outstanding and unvested Equity Awards will become vested in full. If, however, an outstanding Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s).

  • Company Equity Awards With respect to any stock options, restricted stock or other equity awards (the “Equity Awards”) granted pursuant to any compensation plan of the Company or its Subsidiaries providing for the issuance of Equity Awards (the “Company Plans”), (A) each grant of an Equity Award was duly authorized no later than the date on which the grant of such Equity Award was by its terms to be effective by all necessary corporate action, and (B) each such grant was made in accordance with the terms of the Company Plans and all other applicable laws and regulatory rules or requirements.

  • Company RSUs “Company RSUs” shall mean restricted stock units with respect to Shares, other than restricted stock units subject to performance-based vesting.

  • Equity Award The Executive will be eligible to receive equity awards, if any, at such times and on such terms and conditions as the Board shall, in its sole discretion, determine.

  • Treatment of Equity Awards Upon a Change of Control, all equity awards with time-based vesting shall immediately fully vest and become non-forfeitable and each equity award which has been granted (or any other equity award which would otherwise have been granted to the Executive during the applicable performance period/calendar year in the ordinary course) with performance vesting shall vest at an amount based upon and to the extent of the Employers’ achievement of performance goals during the performance period under each such equity award through the end of the calendar month immediately preceding the Change in Control.

  • Unvested Common Shares Issued in Settlement of Performance Share Awards If the Executive terminates employment pursuant to Sections 6(b), 6(d) or 6(e)(i) after the Performance Share Vesting Date, the vesting of all Unvested Common Shares (as defined in the Performance Share Agreement) issued in settlement of the Performance Share Award shall be accelerated in full effective as of the date of such termination.

  • Vested Company Options Immediately prior to but contingent upon the Closing, each Company Option that is unexpired, unexercised and vested immediately prior to the Closing (“Vested Options”) shall, by virtue of the Closing and without the need for any further action on the part of the holder thereof, on the terms and subject to the conditions set forth in this Agreement, be automatically cancelled, and each Optionholder holding Vested Options shall have the right to receive, with respect to such Vested Options, an amount in cash, without interest, equal to such Optionholder’s Pro Rata Share of the Closing Date Purchase Price (subject to withholding of such Optionholder’s Pro Rata Share in each of the Adjustment Holdback Amount, the Expense Fund), and (B) the right to receive such Optionholder’s Pro Rata Share of any cash disbursements that may become payable, with respect to such Vested Options, from the Adjustment Holdback Amount and the Expense Fund, in accordance with the terms of this Agreement, and (C) the right to receive such Optionholder’s Pro Rata Share of any positive Adjustment Amount that may become payable, with respect to such Vested Options, pursuant to Section 2.8, and (D) the right to receive such Optionholder’s Pro Rata Share of any Earnout Consideration that may become payable under this Agreement in accordance with the provisions of Section 2.9. The amount of cash that each holder of Vested Options is entitled to receive for such Vested Options will be subject to any applicable payroll, income Tax or other withholding Taxes and the provisions of the Israeli Tax Ruling and/or the Israeli Interim Tax Ruling if obtained. For the avoidance of doubt, an Optionholder’s “Pro Rata Share” for purposes of this Section 2.2(a) shall be calculated based on such Optionholder’s holding of Vested Options (disregarding any shares of the Company or Unvested Options held by such Optionholder).

Time is Money Join Law Insider Premium to draft better contracts faster.