Equity Allocation Sample Clauses

Equity Allocation. Unless and until PS were to become an employee of HCS, PS' primary compensation for his work will be in the form of allocation and receipt of equity in HCS and HCS Related Companies. This allocation of equity to PS shall proceed as follows: a. At PS's completion of the first iteration of the business plan and strategy for HCS, PS will receive 5% of the total equity of HCS. b. Upon receipt by HCS or HCS Related Companies of the first payment from the funding source (or sources) that have made a commitment to fund the requirements in the business plan(s), PS will receive an additional 2.5% of the total equity of HCS and any HCS Related Companies. c. Upon receipt by HCS or HCS Related Companies of the last/final payment from funding source (sources) as above, PS will receive an additional 2.5% of the total equity of HCS and any HCS Related Companies. d. Any equity paid as described above shall vest immediately upon its allocation to PS. e. HCS' obligation for payment of the equity allocation, as outlined above, and PS's vesting in such equity allocation, shall survive any termination of this Agreement; they shall also apply should PS become an employee of HCS. f. Should HCS transform or reorganize into one or more HCS Related Companies, PS's equity allocation in each such HCS Related Company shall be at least equal to the percentages and levels described above. g. PS's equity in HCS or any HCS Related Companies shall not be diluted unless, as defined in the Articles of Incorporation of HCS, the Board of Directors votes to dilute the total equity of HCS. Furthermore, any dilution of PS' equity will be less than or equal to the dilution of the shares owned by Cybermarche, Inc., ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, and ▇▇▇▇▇▇ ▇▇▇▇▇. Furthermore, if at any future time the Board of Directors elects to change any of the founder's shares to undilutable shares, PS' equity will also be changed in this way, so that the percentage of undilutable equity that PS holds will be at least equal to and may be more than the percentage of undilutable equity held by any of the individuals above, or at least equal to or may be more than 1/6th the total undilutable equity held by Cybermarche, Inc.

Equity Allocation. The parties to this Agreement acknowledge that pursuant to the Contribution Agreement entered into between BMI and LICENSEE on May 1, 2001, and attached hereto as Attachment 2, referred to herein as the “Contribution Agreement”, BMI received six hundred sixty-six thousand six hundred sixty-six (666,666) shares of Common Stock of LICENSEE, $0.01 par value per share and three million three hundred ten thousand three hundred forty-five (3,310,345) shares of Series A Preferred Stock of LICENSEE, $0.01 par value per share, hereinafter collectively referred to as the “Shares”. The parties to this Agreement further acknowledge that of the total number of the Shares granted pursuant to the Contribution Agreement, one hundred thirty-three thousand three hundred thirty-three (133,333) shares of Common Stock and six hundred sixty-two thousand sixty-nine (662,069) shares of Series A Preferred Stock were received by BMI for the capital contribution of the INVENTIONS, PATENTS, and TECHNICAL INFORMATION which are the subject of this Agreement.

Equity Allocation. None. • Other. Customary, affirmative, negative, and financial covenants. Maintenance financial covenants to be required but to be set at a reasonable cushion to the agreed business plan, acceptable to the Required Consenting First Lien Lenders and the Company, and the Required Consenting Second Lien Noteholders (to the extent of the Second Lien Consent Right). Covenants to apllow for Exit Securitization Program. Covenants to allow for $50 million super senior revolver basket capacity. Covenants to allow for asset sale proceeds to be used to repay super-senior revolver, if any. Customary reporting requirements acceptable to the Required Consenting First 5 For example, if the Company emerges in 2024, the first sweep will occur in Q1 2026 with the delivery of the full-year 2025 audit. RSA Ex. 2 - p. 13 Lien Lenders and the Company, including an agreed monthly segment reporting along with standard exit financing reporting requirements. Other customary provisions of loans of this nature to be included acceptable to the Required Consenting First Lien Lenders, the Company, and the Required Consenting Second Lien Noteholders (to the extent of the Second Lien Consent Right). Company shall use reasonable best efforts to obtain ratings from S&P and Moody’s for the Second-Out Exit Term Loans within 30 days of emergence and a corporate family rating for the borrower from each of S&P and Moody’s.

Equity Allocation. As of the Effective Date and pursuant to the Merger Agreement, the Executive shall be allocated the right to an aggregate number of Restricted Stock Units exercisable for shares of the common stock of Luminent, Inc. representing 0.18% of the total issued and outstanding common stock of Luminent, Inc., determined as of the Effective Date and after conclusion of the transactions contemplated in the Merger Agreement) (“Restricted Stock Units”) on the terms and subject to the conditions set forth in the Restricted Stock Unit Award Agreement of even date herewith by and between the Executive and Luminent, Inc. (the “Restricted Stock Unit Agreement”), attached and incorporated herein. The terms of such Restricted Stock Unit Agreement shall include the following: (i) The Restricted Stock shall be allocated pursuant to an incentive compensation plan to be adopted by Luminent, Inc. prior to the Effective Date (the “Plan”) and pursuant to the terms of the Restricted Stock Unit Agreement, which shall set forth the specific terms of the allocation. Subject to the terms herein, and provided that Executive remains employed by the Company after the Effective Date, the Restricted Stock will vest and be granted in the name of Executive at the rate of twenty five percent (25%) per year (on a cliff basis) commencing on the first anniversary date following the Effective Date, and continuing at the same vesting rate of twenty five percent (25%) per year until fully vested, provided that Executive continues to be employed by the Company. (ii) Upon the termination of Executive’s employment by the Company other than for Fault, Cause, death, disability, or resignation pursuant to Article 5 below, fifty percent (50%) of any remaining allocated but unvested Restricted Stock granted to Executive on the Effective Date, shall immediately vest and be granted to Executive as of the Termination Date, but Executive shall not be entitled to any further vesting. All non-vested Restricted Stock shall be forfeited and shall not be subject to any further vesting as of the Termination Date upon the termination of Executive’s employment by the Company for Fault or Cause, or due to Executive’s death, disability, or resignation.