Equity-Based Compensation Plans. Each stock option granted by the Company under the Company’s equity based compensation plan was granted (i) in accordance with the terms of the Company’s equity based compensation plan and (ii) with an exercise price at least equal to the fair market value of the Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under the Company’s equity based compensation plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.
Equity-Based Compensation Plans. Each Party agrees that:
(a) following approval of the PCS Arrangement Resolution at the PCS Meeting and the Agrium Arrangement Resolution at the Agrium Meeting and prior to the Effective Date, PCS and Agrium shall each take all steps necessary to implement the provisions of this Section 5.7, including to exercise any discretion provided under, or to the extent required, to amend the PCS Incentive Compensation Plans and Agrium Incentive Compensation Plans, respectively, and all other similar equity-based compensation plans, as applicable, to provide:
(i) that each Share Right outstanding as at the Effective Time shall be assumed by New Parent as contemplated in Section 2.12(d) and exchanged immediately after the completion of the events described in Section 3.1 of the Plan of Arrangement for a Replacement Share Right of the same type covering a number of New Parent Shares subject to each Replacement Share Right equal to the product of the PCS Exchange Ratio or the Agrium Exchange Ratio, as applicable, multiplied by the number of PCS Shares or Agrium Shares subject to such Share Right (with the term to expiry, vesting schedule (subject to adjustment as described in Section 5.7(b)), and all other terms and conditions of such Replacement Share Right being substantially similar to the applicable Share Right for which it was exchanged, as adjusted to take into account the Arrangement pursuant to the terms of the applicable PCS Incentive Compensation Plan or Agrium Incentive Compensation Plan);
(ii) that each PCS Option, Agrium Option and Agrium SAR outstanding at the Effective Time shall be assumed by New Parent as contemplated in Section 2.12(d) and exchanged immediately after the completion of the events described in Section 3.1 of the Plan of Arrangement for a Replacement Option or Replacement SAR, as applicable, (A)(1) in the case of a Replacement Option, to purchase that number of New Parent Shares equal to the product of the PCS Exchange Ratio or the Agrium Exchange Ratio, as applicable, multiplied by the number of PCS Shares or Agrium Shares subject to such PCS Option or Agrium Option, rounded down to the nearest whole share, and (2) in the case of a Replacement SAR, with respect to that number of stock appreciation rights equal to the product of the Agrium Exchange Ratio multiplied by the number of stock appreciation rights subject to such Agrium SAR, rounded down to the nearest whole stock appreciation right, and (B) at an exercise price or xxxxx xxxxx ...
Equity-Based Compensation Plans. Following approval of the Harvest Arrangement Resolution and the Harvest Equity Incentive Plan Resolution at the Harvest Meeting and approval of the ParentCo Arrangement Resolution and the ParentCo Equity Incentive Plan Resolution at the ParentCo Meeting, and prior to the Effective Date, Harvest shall take all steps reasonably necessary to amend the Harvest Equity Incentive Plan, including to exercise any discretion provided thereunder to the extent required, to provide that each Harvest Option outstanding immediately prior to the Effective Time of the Arrangement shall, pursuant to and in accordance with the Plan of Arrangement, be exchanged for a Replacement Option to purchase that number of Resulting Issuer Subordinate Voting Shares or Resulting Issuer Multiple Voting Shares equal to the number of Harvest Subordinate Voting Shares or Harvest Multiple Voting Shares subject to such Harvest Option immediately prior to the Effective Time of the Arrangement, at an exercise price per Resulting Issuer Subordinate Voting Share equal to the exercise price per Harvest Subordinate Voting Share subject to each such Harvest Option immediately before the Effective Time of the Arrangement, with all other terms and conditions of such Replacement Option being the same as the terms and conditions as in the Harvest Equity Incentive Plan, except that the obligations of Harvest in respect of such Replacement Options shall instead continue as obligations of the Resulting Issuer immediately following the Effective Time of the Arrangement.
Equity-Based Compensation Plans. Each Transitioned Employee shall be eligible to participate in any equity-based compensation plan or arrangement of Vendor on a basis comparable to similarly situated Vendor employees.
Equity-Based Compensation Plans. (a) Aastra agrees that it will encourage all Aastra Optionholders to exercise their Aastra Options in accordance with their terms prior to the Effective Time and, subject to the terms of the Aastra 2006 Option Plan, will accelerate vesting for all Aastra Optionholders who exercise their Aastra Options immediately prior to the Effective Time.
(b) Any Aastra Options that are not exercised in accordance with (a) above prior to the Effective Time will not be subject to accelerated vesting and each such Aastra Option shall be exchanged for a Replacement Option in accordance with the Plan of Arrangement.
(c) Notwithstanding anything in this Agreement or the Arrangement, Aastra or Mitel will be entitled to deduct and withhold from the cash component of the Consideration (or any amount otherwise payable pursuant to the terms of this Agreement and the Arrangement) to any Aastra Optionholder such amount as is required to be deducted or withheld with respect to the exercise of their Aastra Options under the Tax Act or other applicable Law and will timely remit all amounts so deducted or withheld to the appropriate Governmental Entity. To the extent that amounts are so deducted or withheld and remitted, such amounts will be treated for all purposes of this Agreement and the Arrangement as having been paid to the relevant Aastra Optionholder in respect of which such deduction or withholding was made.
Equity-Based Compensation Plans. Each stock option granted by the Company under the Company’s equity-based compensation plans was granted (i) in accordance with the terms of the plan pursuant to which the option purported to be granted and (ii) with an exercise price at least equal to the fair market value of the Common Stock on the date of grant as determined pursuant to such plan. No stock option granted under the Company’s stock option plan has been backdated.
Equity-Based Compensation Plans. Scout and SNFCo shall take the ------------------------------- following actions on or before the Distribution Date with respect to the Scout, Inc. 1991 Stock Incentive Plan, the Scout, Inc. 1994 Stock Option/Stock Issuance Plan and the Scout, Inc. 1996 Outside Directors Stock Incentive Plan (the "Scout Plans"), other than the Scout, Inc. Executive Annual Incentive Plan (the "EAIP"), the Scout, Inc. 1996 Executive Shareholder Value Program (the "ESVP"), the Scout, Inc. Senior Executive Annual Incentive Plan (the "SEAIP") and the Scout, Inc. 1996 Senior Executive Shareholder Value Program (the "SESVP"), as well as those equity-based compensation plans to be adopted by SNFCo as of the Distribution Date (the "SNFCo Plans"):
Equity-Based Compensation Plans. Each Party agrees that:
(a) following approval of the Arrangement at the Suncor Shareholders’ Meeting and the Petro-Canada Shareholders’ Meeting, and prior to the Effective Date, it shall take all steps necessary to exercise any discretion provided under or, to the extent required, to amend the Suncor Incentive Compensation Plans, in the case of Suncor, and the Petro-Canada Incentive Compensation Plans, in the case of Petro-Canada, and all other similar equity-based compensation plans, as applicable, to provide: (i) for the adjustment, conversion or exchange of units, rights or similar interests (“Phantom Share Rights”) granted under such plans to correspond with changes to Suncor Shares or Petro-Canada Shares, as the case may be, as a result of the transactions contemplated in this Agreement; and (ii) that the determination of the value of Phantom Share Rights granted under such plans shall, immediately following the Effective Time, be determined with reference to the common shares of Amalco, based on the Suncor Exchange Ratio and Petro-Canada Exchange Ratio, as the case may be;
(b) any Phantom Share Rights granted by Suncor and outstanding as at the Effective Time and any Phantom Share Rights granted by Petro-Canada and outstanding as at the Effective Time shall survive the Arrangement and, except to the extent such Phantom Share Rights are adjusted or amended as contemplated in this Section 5.8, shall continue to vest in accordance with, and be subject to the terms and conditions of, the plan under which such Phantom Share Rights were granted;
(c) the obligations of Suncor in respect of any Phantom Share Rights granted by Suncor and outstanding as at the Effective Time and the obligations of Petro-Canada in respect of any Phantom Share Rights granted by Petro-Canada and outstanding as at the Effective Time shall continue to be obligations of Amalco immediately following the Effective Time, as adjusted or amended as contemplated in this Section 5.8; and
(d) following approval of the Arrangement at the Suncor Shareholders’ Meeting and the Petro-Canada Shareholders’ Meeting, and prior to the Effective Date, it shall take all steps necessary to exercise any discretion provided under, or to the extent required, to amend the Suncor Stock Option Plans, in the case of Suncor, and the Petro-Canada Stock Option Plan, in the case of Petro-Canada, to provide that immediately following the Effective Time:
(i) each Suncor Option outstanding at the Effective Time shal...
Equity-Based Compensation Plans. The Seller shall retain all liabilities related to equity based awards granted to employees of the Company Group under any of Seller's equity based compensation plans except to the extent such liability is (i) reflected as a liability in the Closing Balance Sheet and (ii) included in the definition of Closing Controllable Net Assets.
Equity-Based Compensation Plans. As previously mentioned, grants of NSOs, SARs, restricted stock, RSUs and PUs are typically subject to three-year, time-based vesting. However, our equity-based compensation plans generally provide for accelerated vesting or forfeiture in certain situations, as indicated in the following table. These acceleration and forfeiture provisions apply to all participants under the equity-based compensation plans.
