Employee Securities Sample Clauses

Employee Securities. (a) Subject to the terms and conditions set forth herein, the LLC shall grant to the Employee the aggregate number of Common Units set forth on Schedule I attached hereto. One-half ( 1/2) of such Common Units shall be designated as Time Vesting Employee Securities and one-half ( 1/2) of such Common Units shall be designated as Performance Vesting Employee Securities, in each case as indicated on Schedule I attached hereto. (b) The date of grant shall be date listed in Schedule I attached hereto (the “Grant Date”). On the Grant Date, the Employee shall execute and deliver to the LLC the Section 83(b) election form (as attached hereto as Exhibit A) necessary for the Employee to make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder. The LLC shall promptly, and in any event within 30 calendar days of the Grant Date, mail the Section 83(b) election, as executed by the Employee, to the Internal Revenue Service on behalf of the Employee. (c) Upon execution of this Agreement, the Employee shall execute and deliver a joinder to the LLC Agreement (as attached hereto as Exhibit B) and a joinder to the Unitholders Agreement (as attached hereto as Exhibit C) (such joinders, collectively, the “Joinders” and the underlying LLC Agreement and the Unitholders Agreement, collectively, the “Joinder Agreements”), to the extent the Employee is not already a party to the respective Joinder Agreements, whereupon, as applicable, the Employee shall become (x) a “Member” and an “Executive” under the LLC Agreement and (y) a “Unitholder” and an “Executive” under the Unitholders Agreement; provided, that, notwithstanding the foregoing to the contrary, the Employee shall have the rights (economic, voting and otherwise) as a Member, Unitholder or otherwise under the Joinder Agreements with respect to Employee Securities only at such time or times that the respective Employee Securities shall have vested pursuant to the provisions of this Agreement; provided, that any rights to distributions and any rights to allocation of income or loss with respect to Employee Securities shall be unvested and retained by the Company during the period that the respective Employee Securities shall not have vested, and such rights shall be paid or provided to the Employee if and when the Employee Securities vest, in proportion to the total Employee Securities that are ve...
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Employee Securities. Unless otherwise approved by the Board, all future employees and consultants of the Company who purchase, receive options to purchase, or receive awards of Company’s capital securities after the date hereof shall be required to execute restricted securities or option agreements, as applicable, providing for (i) vesting of securities over a four (4) year period, with the first twenty-five percent (25%) of such securities vesting following twelve (12) months of continued employment or service, and the remaining securities vesting in equal monthly installments over the following thirty-six (36) months, and (ii) a market stand-off provision substantially similar to that in Section 2.11. In addition, unless otherwise approved by the Board, 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 securities at cost upon termination of employment of a holder of restricted securities.
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Employee Securities. TLBT shall grant an aggregate of 1,000,000 TLBT Common Shares and an aggregate of 2,000,000 options to purchase TLBT Common Shares to the individuals, other than officers of BSI, employed by BSI prior to the Closing Date. Such options shall be in the form attached hereto as Exhibit “E” and shall be granted, along with the TLBT Common Shares, on the Closing Date in the amounts to be mutually agreed upon by TLBT and BSI.
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Employee Securities. No liability to national insurance contributions or obligation to account for income tax under PAYE could fall on a Company as a result of a chargeable event (within the meaning of Part 7 ITEPA) before, at or after Completion in respect of securities and interests in securities made available or securities options granted to an employee or director prior to Completion. Full details of all share incentive schemes and profit sharing schemes and employee benefit trusts in which employees of the Companies participate whether approved by HMRC or not have been disclosed.
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Employee Securities. Each instrument or certificate evidencing Employee Securities and each instrument or certificate issued in exchange or upon the Transfer of any Employee Securities shall be stamped or otherwise imprinted with any additional legends required by the terms of the applicable Management Contribution Agreement.
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Related to Employee Securities

  • Restricted Securities Owners The Company agrees to advise in writing each of the persons or entities who, to the knowledge of the Company, holds Restricted Securities that such Restricted Securities are ineligible for deposit hereunder (except under the circumstances contemplated in Section 2.14) and, to the extent practicable, shall require each of such persons to represent in writing that such person will not deposit Restricted Securities hereunder (except under the circumstances contemplated in Section 2.14).

  • Restrictions on Public Sale by Holders of Registrable Securities Each Holder of Registrable Securities agrees, if requested by the underwriters of an Underwritten Offering, to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 million of the then-outstanding Registrable Securities.

  • Transfer Restricted Securities The securities entitled to the benefits of this Agreement are the Transfer Restricted Securities.

  • Transfer of Restricted Securities (a) Restricted Securities are transferable only pursuant to (i) Public Offerings, (ii) Rule 144 of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are available and (iii) subject to the conditions specified in clause (b) below, any other legally available means of transfer. (b) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(i) or (ii) above or to any Affiliate of an Investor), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer. If the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that do not bear the Securities Act legend set forth in Section 7C. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 and Section 7C. (c) Upon the request of an Investor, the Company shall promptly supply to such Investor or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission.

  • Registration Rights Agreements As a further inducement for the Purchaser to purchase the Private Placement Shares, at the time of the completion of the IPO, the Company and the Purchaser shall enter into a registration rights agreement, substantially in the form of Exhibit B hereto, pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Shares.

  • Exchange Securities The 9.50% Senior Notes due 2020, of the same series under the Indenture as the Initial Notes and the Guarantees attached thereto, to be issued to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement.

  • Restricted Securities Owners/Ownership Restrictions From time to time or upon request of the Depositary, the Company shall provide to the Depositary a list setting forth, to the actual knowledge of the Company, those persons or entities who beneficially own Restricted Securities and the Company shall update such list on a regular basis. The Depositary may rely on such list or update but shall not be liable for any action or omission made in reliance thereon. The Company agrees to advise in writing each of the persons or entities who, to the knowledge of the Company, holds Restricted Securities that such Restricted Securities are ineligible for deposit hereunder and, to the extent practicable, shall require each of such persons to represent in writing that such person will not deposit Restricted Securities hereunder. Holders and Beneficial Owners shall comply with any limitations on ownership of Shares under the Memorandum and Articles of Association or applicable Cayman Islands law as if they held the number of Shares their ADSs represent. The Company shall, in accordance with Article (24) of the Receipt, inform Holders and Beneficial Owners and the Depositary of any other limitations on ownership of Shares that the Holders and Beneficial Owners may be subject to by reason of the number of ADSs held under the Articles of Association or applicable Cayman Islands law, as such restrictions may be in force from time to time. The Company may, in its sole discretion, but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner pursuant to the Memorandum and Articles of Association, including but not limited to, the removal or limitation of voting rights or the mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADRs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Memorandum and Articles of Association; provided that any such measures are practicable and legal and can be undertaken without undue burden or expense, and provided further the Depositary’s agreement to the foregoing is conditional upon it being advised of any applicable changes in the Memorandum and Articles of Association. The Depositary shall have no liability for any actions taken in accordance with such instructions.

  • Registration Rights Agreement The Company and the Initial Shareholders have entered into a registration rights agreement (the “Registration Rights Agreement”) substantially in the form annexed as an exhibit to the Registration Statement, whereby the parties will be entitled to certain registration rights with respect to their securities, as set forth in such Registration Rights Agreement and described more fully in the Registration Statement.

  • Restricted Securities The term “

  • Holders of Transfer Restricted Securities A Person is deemed to be a holder of Transfer Restricted Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities.

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