Employee Shareholders Sample Clauses

The Employee Shareholders clause defines the rights and obligations of employees who hold shares in the company. Typically, it outlines how employees may acquire, retain, or dispose of shares, and may address issues such as vesting schedules, restrictions on transfer, and the consequences of leaving the company. This clause ensures clarity regarding employee ownership, aligns incentives between employees and the company, and helps prevent disputes over shareholding matters.
Employee Shareholders. Unless otherwise agreed in writing by all the Parties, each Employee Shareholder may only continue to hold Employee Shares if that Employee Shareholder remains an employee of the Company.
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Employee Shareholders. 57 Section 8.12 Receipt of Closing Documentation.....................57 (iii)
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Employee Shareholders. This WAIVER AND RELEASE ("Agreement") is made and entered into as of this day of April, 2001, by and between Chequemate International Inc., a Utah corporation (together with all Subsidiaries of Chequemate International Inc., "the Company"), Another World Inc., a corporation organized under the laws of the Republic of Korea ("AWK"), the shareholders of the Company listed on the signature pages hereto (collectively, the "VisionComm Shareholders") (the Company, AWK, and the VisionComm Shareholders are collectively referred to as the "Parties").
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Employee Shareholders. The Company shall acquire for cancellation all of the shares in the capital of the Company held by the Employee Shareholders on or prior to the Purchase for Cancellation Closing Time but following the Share Purchase Closing Time in accordance with Schedule 1.1(43).
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Employee Shareholders. Subject to Section 1.3(c), each --------------------- Shareholder who is an employee of the Company (an "Employee Shareholder"), shall -------------------- receive his or her pro rata portion of the Purchase Consideration 50% in cash (U.S. $) and 50% in shares of Purchaser common stock, par value U.S. $0.01 per share (the "Purchaser Common Stock"), valued at $2.44591 per share (the "Base ---------------------- ---- Price"). The total number of shares of Purchaser Common Stock to be issued ----- hereunder shall be 300,000.
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Employee Shareholders. Each Shareholder and each Other Holder who remains employed by HKS or Red Hat on a full-time basis following the Closing (each an "EMPLOYEE SHAREHOLDER") may earn up to one hundred percent (100%) of his or her pro rata portion of the Maximum Additional Consideration (the portion of the Maximum Additional Consideration which may be collectively obtained by Employee Shareholders is hereinafter referred to as the "EMPLOYEE SHAREHOLDER PORTION") as follows: (i) Such Employee Shareholder may earn up to seventy-five percent (75%) of his pro rata share of the Employee Shareholder Portion (the "EMPLOYMENT INCENTIVE PORTION") by continuing in the full-time employment of HKS or Red Hat for three (3) full years following the Closing Date. The Employment Incentive Portion shall be payable in accordance with paragraph (e)(i) below. Any Employee Shareholder whose employment is terminated by HKS or Red Hat (as the case may be) prior to or on the third anniversary of the Closing Date other than For Cause, or any Employee Shareholder who terminates his employment For Good Reason prior to or on the third anniversary of the Closing Date, shall be entitled to receive his full pro rata share of the Employment Incentive Portion promptly upon such termination. Any Employee Shareholder whose employment is terminated as a result of death or Disability shall be entitled (or, in the case of death, his personal representative shall be entitled) to receive twenty-five percent (25%) of his pro rata share of the Employment Incentive Portion, in installments corresponding (but only with respect to such twenty-five percent (25%)) to the installment payment provisions of paragraph (e)(i) below; and (ii) Such Employee Shareholder may earn up to twenty-five percent (25%) of his pro rata share of the Employee Shareholder Portion (the "EARN-OUT PORTION") if HKS achieves a cumulative Merchant Count of 500,000 merchants no later than December 31, 2002 (the "CUMULATIVE MERCHANT COUNT TARGET"). The Earn-Out Portion shall be payable in accordance with paragraph (e)(ii) below.
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Employee Shareholders. Name: Address:
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Employee Shareholders. Subject to Section 1.3(c), each --------------------- Shareholder who is an employee of the Company (an "Employee -------- Shareholder"), shall receive his or her pro rata portion of the ----------- Purchase Consideration 50% in cash (U.S. $) and 50% in shares of Purchaser common stock, par value U.S. $0.01 per share (the "Purchaser Common Stock"), valued at $2.44591 per share (the ---------------------- "Base Price"). The total ---------- number of shares of Purchaser Common Stock to be issued hereunder shall be 300,000. Sub-Paragraph 1.3(c)(i) is hereby deleted and replaced with the following: ---------------------- cash in the amount of 23% of the Purchase Consideration otherwise payable to the two Nonemployee Shareholders who are Voting Shareholders under this Section 1.3 shall be the subject of letter of indemnity to be issued by a first rate Swiss bank for the purpose of securing the indemnification obligations of the Voting Shareholders pursuant to Article 6 hereof (the "Indemnification Cash"), -------------------- The following is hereby added as Paragraph 1.3(e): ---------------- The Purchase Consideration shall be delivered, in the form and on the dates as described in Paragraphs (a) - (d) above, to the Shareholder Representative for distribution to the Shareholders according to this Agreement, and Purchaser shall upon such delivery be held harmless for any actions taken by the Shareholder Representative after such delivery.
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Employee Shareholders 
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Related to Employee Shareholders

  • Warrant Holder Not Shareholder This Warrant does not confer upon the holder hereof any right to vote or to consent or to receive notice as a shareholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a shareholder, prior to the exercise hereof as hereinbefore provided.

  • SELLING SHAREHOLDERS The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrants, see "Private Placement of Common Shares and Warrants" above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrants, as of ________, 2018, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling shareholders in the __________________ and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the warrants, a selling shareholder may not exercise the warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed [4.99]% of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of the warrants which have not been exercised. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." The undersigned beneficial owner of common stock (the “Registrable Securities”) of TheMaven, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

  • Stockholder Lock-Ups The Company has caused to be delivered to you prior to the date of this Agreement a letter, in the form of Exhibit A hereto (the “Lock-Up Agreement”), from each individual or entity listed on Schedule IV. The Company will enforce the terms of each Lock-Up Agreement and issue stop-transfer instructions to the transfer agent for the Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-Up Agreement.

  • Shareholders’ Fees The Transfer Agent shall be entitled to charge the Fund’s shareholders directly, and may redeem shares of the Fund held in a shareholder’s Account to satisfy such charges, in accordance with the following provisions:

  • Warrantholder not a Shareholder Except as may be specifically provided herein, nothing in this Indenture or in the holding of a Warrant Certificate, entitlement to a Warrant or otherwise, shall, in itself, confer or be construed as conferring upon a Warrantholder any right or interest whatsoever as a Shareholder, including, but not limited to, the right to vote at, to receive notice of, or to attend, meetings of Shareholders or any other proceedings of the Corporation, or the right to Dividends and other allocations.