Employee Equity. In the event such materials are used commercially, the employee shall retain equity in the material following recovery by the College of its investment in the project.
Employee Equity. (a) At or immediately prior to the Effective Time, each option to purchase shares of Company Stock (each, a “Company Stock Option”) and each stock appreciation right which represents the right to receive a payment in cash (each, a “Company Cash SAR”) or shares of Company Stock (each, a “Company Stock SAR” and together with the Company Stock Options and the Company Cash SARs, the “Company Option Awards”) outstanding under any equity compensation plan or arrangement of the Company, whether or not vested or exercisable, shall, automatically and without any action on behalf of the holder thereof, be canceled, and the Company shall pay each holder of any such Company Option Award for each such Company Option Award an amount in cash determined by multiplying (i) the excess, if any, of the Merger Consideration over the applicable exercise price of such Company Option Award by (ii) the number of shares of the Company Stock underlying such award (assuming full vesting of such Company Option Award) had such holder exercised such Company Option Award in full immediately prior to the Effective Time.
(b) At or immediately prior to the Effective Time, (i) each award of restricted Company Stock (each, a “Company Restricted Share”) and each restricted or deferred stock unit, whether settled in cash (each, a “Company Cash RSU”) or in stock (each, a “Company Stock RSU” and together with the Company Restricted Shares and the Company Cash RSUs, the “Company Restricted Stock Awards”) outstanding under any compensation plan or arrangement of the Company, whether or not vested, automatically and without any action on behalf of the holder or beneficiary thereof, shall be canceled, and the Company shall pay the holder of any such Company Restricted Stock Award at or promptly after the Effective Time an amount in cash equal to the product of the Merger Consideration and the number of shares of the Company Stock represented by such Company Restricted Stock Award and (ii) all dividends and interest, if any, accrued but unpaid as of the Effective Time with respect to Company Restricted Shares outstanding under any compensation plan or arrangement of the Company, automatically and without any action on behalf of the holder or beneficiaries thereof, shall vest and be paid or distributed, as applicable, to the holder of the associated Company Restricted Shares; provided, however, that with respect to Company Cash RSUs, Company Stock RSUs and accrued but unpaid dividends (and interest the...
Employee Equity. The Company shall offer, issue and sell shares of Common Stock or Share Equivalents pursuant to any of the Company’s or any of its subsidiaries’ stock option plans, stock bonus plans, stock incentive plans, employment agreements or other management equity programs or other similar plans or programs (i) in compliance with the terms and conditions of the applicable plan, program or arrangement and (ii) pursuant to a valid exemption from the registration requirements of the Securities Act and any applicable state securities laws.
Employee Equity. Unless otherwise approved by the compensation committee of the Board of Directors (or if the Company has not established a compensation committee, the Board of Directors), all future employees and consultants of the Company who purchase, receive options to purchase, or receive awards of the Company’s share capital after April 3, 2012 shall be required to execute restricted share or option agreements, as applicable, providing for (i) vesting of shares over a four (4) year period, with the first twenty-five percent (25%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following thirty-six (36) months and (ii) a market stand-off provision substantially similar to that in Subsection 2.11. In addition, unless otherwise approved by the compensation committee of the Board of Directors (or if the Company has not established a compensation committee, the Board of Directors), the Company shall retain a “right of first refusal” on employee transfers until the Company’s IPO and shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted shares.
Employee Equity. In the event that New Securities are issued pursuant to Section 3.1(b) after the date of this Agreement or that options, warrants or convertible securities issued prior to the date of this Agreement pursuant to an Equity Incentive Plan are exercised or converted into Equity Securities after the date of this Agreement, RTL (or a designated Affiliate thereof) shall be permitted (i) to acquire in the open market an amount of Equity Securities and/or (at the election of RTL) (ii) exchange New Debt, Rollover Notes and/or Backstop Notes with the Company for an amount of Equity Securities, in each of clauses (i) and (ii), sufficient to increase its Pro Rata Percentage up to an amount equal to its Pro Rata Percentage immediately prior to such issuance of New Securities; provided, that to the extent that the New Securities are issued pursuant to an Equity Incentive Plan and are not exercised or have not been converted into Equity Securities, RTL (or a designated Affiliate thereof) shall only be permitted to acquire Equity Securities pursuant to this Section 3.2 at such time when such New Securities are exercised or converted into Equity Securities. In the case of an exchange contemplated by clause (ii) of this Section 3.2, if multiple forms of Equity Securities are outstanding at such time, the form of such Equity Security acquired thereunder will be selected by RTL (or such designated Affiliate) from the outstanding Equity Securities of the Company at such time and the exchange ratio for such Equity Securities to be determined by dividing the principal amount of each dollar of the Indebtedness exchanged by the then prevailing fair market value of such selected Equity Security.
Employee Equity. The Buyers undertake to the State that if, at any time, the Company or the Buyers (or any other company/trust which is controlled by the Buyers which owns or conducts the Business or any substantial part of the assets used to conduct any part of the Business) is listed on the Australian Stock Exchange Limited, they will ensure that as part of that listing, employees of the Business will be given an opportunity to invest in the relevant company or trust.
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Employee Equity. Unless otherwise approved by the Board of Directors, including a majority of the Preferred Directors, (A) all future employees and consultants of the Company who purchase or are granted equity interests or profits interests in the Company after the date hereof shall be required to execute appropriate agreements providing for (i) vesting of shares over a four (4) year period, with the first twenty-five percent (25%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following thirty-six (36) months, and (ii) a market stand-off provision substantially similar to that in Subsection 2.11 and (B) all current employees of the Company who purchase or are granted equity interests or profits interests in the Company after the date hereof shall be required to execute appropriate agreements providing for (i) vesting of shares over a four (4) year period, with the shares vesting in equal monthly installments, and (ii) a market stand-off provision substantially similar to that in Subsection 2.11. In addition, unless otherwise approved by the Board of Directors, including a majority of the Preferred Directors, the Company shall retain a “right of first refusal” on employee transfers until the Company’s IPO.
Employee Equity. In the event that New Securities are issued pursuant to Section 3.1(b) after the Original Agreement Date or that options, warrants or convertible securities issued prior to the Original Agreement Date pursuant to an Equity Incentive Plan are exercised or converted into Equity Securities after the Original Agreement Date, RTL (or a designated Affiliate thereof) shall be permitted (i) to acquire in the open market an amount of Equity Securities and/or (at the election of RTL)
Employee Equity. The Members acknowledge that the Managers intend to implement an employee equity plan that will result in the issuance of Class C Units.
