Equity Agreements. Unless approved by the Board, including the approval of a majority of the Preferred Directors, as defined in the Restated Certificate, all future employees of the Company who shall purchase, or receive options to purchase, shares of Common Stock following the date hereof shall be required to execute stock purchase or option agreements providing for: (a) 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 services, and the remaining shares vesting in equal monthly installments over the following thirty six (36) months thereafter; and, (b) such employee’s equity grant vesting commencement date be no sooner than such employee’s employment start date. Unless approved by the Board, all such stock purchase agreements and option agreements shall also include (i) a one hundred and eighty (180)-day lockup period (plus an additional period of up to thirty-four (34) days) in connection with the Initial Public Offering; (ii) the Company retaining a right of first refusal on transfers until the Initial Public Offering; (iii) the Company retaining a right to repurchase any unvested shares at their cost upon termination of employment; and (iv) a prohibition on the transfer of shares that have not yet vested.
Equity Agreements. Holdings and Parent shall enter into a securityholders agreement in respect of Operating Holding Co., and Holdings and Parent Sub shall enter into a stockholders agreement in respect of Timber Holdings, in form and substance substantially similar to the form attached as Schedule 6.3.
Equity Agreements. “Equity Agreements” shall mean the Stock Purchase Agreement and the Investor Rights Agreement.
Equity Agreements. Any restricted shares or options which are granted pursuant to this Agreement shall be granted pursuant to the restricted share and share option agreements attached as Exhibits A, B and C hereto, and any grants hereunder shall be conditioned on (i) Executive’s execution of such agreements; and (ii) the Company’s shareholder-approved, publicly-filed equity compensation plan, i.e., its Share Incentive Plan, as such plan may be amended from time to time (or any successor thereto).
Equity Agreements. Unless approved by the Board, including the approval of a majority of the Preferred Directors, all future employees of the Company who shall purchase, or receive options to purchase, shares of Common Stock following the date hereof shall be required to execute stock purchase or option agreements providing for: (a) 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 services, and the remaining shares vesting in equal monthly installments over the following thirty six (36) months thereafter, with a vesting commencement date be the same as their employment start date, (b) a one hundred and eighty (180)-day lockup period (plus an additional period of up to thirty-four (34) days) in connection with the Initial Public Offering; (c) the Company retaining a right of first refusal on transfers until the Initial Public Offering; (d) the Company retaining a right to repurchase any unvested shares at their cost upon termination of employment; (e) a prohibition on the transfer of shares that have not yet vested and (f) an exercise price at least equal to the then current fair market value of the Common Stock.
Equity Agreements. As a condition of Parent to effect the rollover transaction contemplated in Section 6.1 and simultaneously with the issuance of the Rollover Shares, the Stockholder agrees to enter into customary equity agreements in relation to the Stockholder’s investment in the Parent including but not limited to an Equity Purchase Agreement, Stockholders Agreement (which shall include among other things provisions relating to Board composition, company reporting requirements, majority shareholder approval rights and pre-emptive rights, restrictions on transfer of shares and tag-along and drag-along provisions) and a Registration Rights Agreement.
Equity Agreements. Unless otherwise approved by the Board, including the consent of a majority of the Preferred Directors, all employees of the Company who purchase, or receive options to purchase, shares of Common Stock following the date hereof shall be required to execute stock purchase or option agreements providing for: (a) 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 services, and the remaining shares vesting in equal monthly installments over the following thirty six (36) months thereafter; and (b) a vesting commencement date no earlier than such employee’s first date of employment with the Company. Without the prior approval by the Board, including a majority of the Preferred Directors, the Company shall not amend, modify, terminate, waive or otherwise alter, in whole or in part, any stock purchase, stock restriction or option agreement with any existing employee or service provider if such amendment would cause it to be inconsistent with this Section 5.2.
Equity Agreements. The Purchaser has provided to the Company a true, complete and correct copy of the underwriting agreement listed in Schedule 4.7(b) (the “Underwriting Agreement” and together with the Facility Agreement, the “Financing Agreements”) to which Parent is a party and which will be used in connection with the equity financing required for consummation of the Merger and payment of the other amounts payable by Parent, Purchaser, Merger Sub or the Surviving Corporation to consummate the transactions expressly contemplated hereby or pursuant to the Guaranty, as applicable. Pursuant to the Underwriting Agreement, the underwriters thereto (the “Underwriters”) have agreed to procure subscribers for non-accepted shares of Parent in the Rights Issue on the terms and subject to the conditions set forth in the Underwriting Agreement, which Rights Issue (together with any amounts paid to Parent by the Underwriters) will provide, subject to such terms and conditions, aggregate net proceeds of approximately £400,000,000 to Parent (the “Equity Financing” and together with the portion of the Tranche A Facility required to consummate the closing of the Merger and the other transactions expressly contemplated hereby to be effected at the Closing, the “Parent Financing”). Purchaser shall cause Parent not to, without the prior written consent of the Company, agree to any amendment or modification of the Underwriting Agreement that (i) amends or modifies any of the conditions precedent to the Rights Issue, (ii) reduces the Equity Financing or the aggregate commitments of the Underwriters thereunder to an aggregate amount below an amount, when combined with other amounts available to Purchaser, required for consummation of the Merger and payment of the other amounts payable at or prior to the Closing by Parent, Purchaser, Merger Sub or the Surviving Corporation to consummate the Merger and the other transactions expressly contemplated hereby to be effected at the Closing, or pay the other amounts payable at or prior to the Closing by the Parent, Purchaser, Merger Sub or the Surviving Corporation in connection with the transactions expressly contemplated hereby or pursuant to the Guaranty, as applicable, (iii) changes the identity of any of the Underwriters (except as provided in the Underwriting Agreement) or (iv) materially and adversely affects the ability of Purchaser or Merger Sub to receive the Equity Financing required to consummate the Merger and the other transactions express...
Equity Agreements. As of the date hereof, Buyer has delivered to Seller true, accurate and complete copies of the latest drafts of the Memorandum of Association, Shareholders Agreement (the “Shareholders Agreement”), Management Shareholders Agreement, Amended and Restated Bye-Laws of Buyer (the “Bye-Laws”), Veritas Holdings Ltd. Long-Term Incentive Plan and Founder’s Award Certificate (collectively, the “Equity Agreements”). Other than as expressly set forth in such Equity Agreements and except for such changes or agreements which may be agreed between Buyer and Seller or which would not, by its express terms, affect in an adverse manner, the rights and obligations of Seller in its capacity as a shareholder, relative to the rights and obligations of the other Shareholders, there are, and at Closing will be, no other agreements (including side letters or other arrangements) relating to or affecting the terms or conditions of the Share Consideration and/or Seller’s rights as a shareholder of Buyer. As of the date hereof, Buyer’s good faith estimate of the equity capitalization of Buyer after giving effect to the Closing is as set forth in Schedule I hereto. The Share Consideration will be issued at the same per share price as the A Shares (as defined in the Buyer Bye-Laws) in Buyer to be acquired by C-H Holdings and GIC in connection with the Closing pursuant to their respective Equity Commitment Letters.
Equity Agreements. Simultaneously with the execution of this Agreement, the Executive shall execute joinders, in form and substance acceptable to the Company, to each of the LLC Agreement and the Securityholders Agreement.
