Employee Shares. Unless otherwise approved by the Board, all future advisors, employees and consultants of the Company who purchase, receive options to purchase, or receive awards of shares in the capital of the Company after the date hereof shall be required to execute restricted share or option agreements, as applicable, providing for (a) vesting of shares or options (as the case may be) over a four year period, with the first 25% of such shares or options (as applicable) vesting on the first anniversary of continued employment or service, and the remaining shares or options (as applicable) vesting in equal monthly installments over the following three years, and (b) the execution and delivery of adoption agreements to the Shareholder Agreements in form and substance satisfactory to the Company as a condition precedent to such employee or consultant becoming a shareholder of the Company. In addition, unless otherwise approved by the Board, the Company shall retain a "right of first refusal" on employee transfers of shares in the capital of the Company until the Company's IPO and shall have the right to repurchase unvested shares at cost upon the cessation of employment or service of a holder of restricted shares.
Employee Shares. Unless otherwise approved by 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 capital shares after the date hereof shall be required to execute restricted share or option agreements, as applicable, providing for (a) vesting of shares over a five (5) year period, with the first twenty percent (20%) 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 forty-eight (48) months, and (b) a market stand-off provision substantially similar to that in Subsection 2.11. In addition, unless otherwise approved by the Board of Directors, the Company shall retain a “right of first refusal” on employee transfers until the Qualified IPO and shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted shares.
Employee Shares. (a) Upon execution of this Agreement, Employee will be granted 1,571,429 shares of Common Stock. The purchase price for such Shares will be deemed to be zero. The Secretary of the Company shall hold the certificate representing the Employee Shares, properly endorsed for transfer, until such time as Employee fulfills the service requirements of Section 2.
(b) Within thirty (30) days after the grant to the Employee of Employee Shares pursuant to this Agreement, Employee will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit A attached hereto.
(c) In connection with the grant of the Employee Shares pursuant hereto, Employee represents and warrants to the Company that:
(i) The Employee Shares to be acquired by Employee pursuant to this Agreement will be acquired for Employee’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Employee Shares will not be disposed of in contravention of the Securities Act or any applicable state securities laws;
(ii) Employee is a key employee of the Company, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Employee Shares;
(iii) Employee is aware that the investment in the Company is a speculative investment which has limited liquidity and is subject to the risk of complete loss. Employee is able to bear the economic risk of his or her investment in the Employee Shares for an indefinite period of time because the Employee Shares have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available;
(iv) Employee has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Employee Shares and has had full access to such other information concerning the Company as he or she has requested;
(v) Employee has the full right, power and authority to execute and deliver this Agreement, and to perform his or her obligations hereunder. This Agreement constitutes the valid and legally binding obligations of the Employee enforceable against him or her in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratoriu...
Employee Shares. At the absolute discretion of the Board and subject to Qantas meeting the performance criteria set by the Board from time to time for the operation of the Qantas Profit Share Scheme (QPS), shares may be issued to each eligible employee up to the value of $1,000 per year.
Employee Shares. The officers and employees of the Corporation to whom, and the times at which, stock options shall be granted by the Corporation, the type of options to be granted, the duration of each option, the price and method of payment for each option, and the vesting schedule of each option shall be determined by the compensation committee of the Board.
Employee Shares. 9.1 The Board shall have power to grant share options to the Key Employees, directors, consultants and officers of any Group Company to acquire Ordinary Shares pursuant to bona fide employment-related ESOP approved by the Board; provided that the total number of Shares issued or issuable pursuant to the ESOP shall not in aggregate exceed 5% of the fully-diluted issued share capital of the Company from time to time.
Employee Shares. The Investors and Additional Stockholders acknowledge that certain employees, directors and outside consultants of the Company, pursuant to the terms of the Company’s Restricted Stock Plan (as the same may be amended from time to time), the Company’s Restricted Stock Option Plan (as the same may be amended from time to time), any award agreements entered into thereunder, and any applicable employment agreements, may have rights and obligations similar to the rights and obligations described in Sections 5 and 6 hereof, and agree to take such actions to permit the exercise and enforcement of such rights and obligations as the Company deems necessary in the reasonable good-faith judgment of the Board.
Employee Shares. Section 2.2 of the Merger Agreement is hereby deleted and replaced in its entirety by the following:
Employee Shares. On the Effective Date, the Company shall grant to the Acquired Corporation’s employees and directors listed on Exhibit 2.2 to this Agreement that agree to continue to serve the Company as either employees or directors after the Effective Date (the “Employees”), restricted shares of the Company’s common stock (collectively, the “Management Shares”). The aggregate number of Management Shares to be issued to such Employees shall equal the sum of (A) 1,010,000 shares, which shall be issued to Xx. Xxxxxxxxxx, and (B) such additional number of shares as shall be determined at the closing of the merger by dividing $3,500,000 by the weighted average closing bid price of DrugMax common stock during the ten trading days immediately preceding the merger. The Management Shares shall be allocated among the Employees pursuant to the schedule attached as Exhibit 2.2 to this Agreement, which the Acquired Corporation shall prepare and deliver to the Company immediately prior to the Closing. The Management Shares shall be subject to a restricted stock agreement to be delivered by the Company to each Employee on the Effective Date. The restricted stock agreement to be used for executive officers (including Xxxxxxx Xxxxxxxxxx, Xxxx Xxxxxxx, Xxxxx Xxxxxxxxxxx and Xxxxxxx Xxxxx) shall be in substantially the form attached to this Agreement as Exhibit 2.2(a), and the restricted stock agreement to be used for all other Employees shall be in substantially the form attached to this Agreement as Exhibit 2.2(b) (the “Employee Restricted Shares Agreement”). Further, all references in the Merger Agreement to “Management Shares and Options” shall be deleted and replaced by a reference to “Management Shares.”
Employee Shares. Section 1.4(b) Encumbrances. Section 2.15(a)
