Equity Distribution. Xxxx Xxxxxxx (JMC) and Xxxxx XxXxxxxxxx (McSullivan), through their marketing efforts, will identify financing sources for company management to negotiate and close with the goal of obtaining a commitment for up to $10 Million in equity or debt funding for US Helicopter. Should the company receive such a commitment for all or part of the funding required to then launch the business, the following will pertain: - Cash - A commission of 10% of the debt or equity received from JMC/McSullivan sources will be paid to JMC/McSullivan. - Equity - In the event US Helicopter management decides to commence commercial operations with funding of any amount received through JMC/McSullivan sources, regardless of the structure, then JMC/McSullivan will be granted 29% of the stock in the company in compensation for all of the services identified above. Such 29% can be diluted on the same terms and conditions as all other equity held by other founding shareholders in the company.
Equity Distribution. Subject to Board approval, the Executive will be granted 563,945.6 Class C Common Units of Holdings, representing 1.75% of the outstanding equity securities of Holdings, calculated on a fully-diluted basis. This grant will vest 25% on the first anniversary of the date of grant, and in 36 equal monthly installments thereafter, subject to accelerated vesting in full in the event of the termination of the Executive's employment by the Company without Cause, or by the Executive for Good Reason, following a change of control of the WellCare Group. As a condition to the receipt of this equity grant, the Executive will be required to purchase Class A Common Units of Holdings at the current fair market value of $3.00 per Unit, which Units have a liquidation preference and an 8% annual return, and to become a party to Holdings' Limited Liability Company Agreement. Such grant and purchase will be subject to the terms and conditions of Holdings' 2002 Senior Executive Equity Plan and Holdings' standard form of Subscription Agreement under such Plan
Equity Distribution. At the Effective Time, by virtue of the Merger: (a) All of the (i) DD3 shares issued and outstanding immediately prior to the Effective Time shall be canceled and each of those DD3 shares shall be exchanged for Series A shares of the Surviving Company common stock on a 1:1 exchange ratio, and (ii) DD3 warrants and DD3’s UPOs issued and outstanding immediately prior to the Effective Time shall be canceled and each of those DD3 warrants and DD3’s UPOs shall be replaced and exchanged for BWM warrants and BWM’s UPOs of the Surviving Company; with each holder of DD3 shares, DD3 warrants and DD3’s UPOs to receive the number of the Surviving Company common stock, BWM warrants and BWM’s UPOs, respectively; QUINTA.
Equity Distribution. The parties hereto intend that the Definitive Agreement be applicable not only to [QC CLB 1, LLC] itself but also to any other HoldCo. The parties hereto shall own HoldCo’s stock equally, with each party owning [Class B] shares and 70% of each party’s position being vested on the date of the Definitive Agreement and 30% of each party’s position vesting in accordance with milestones. The equity held by [CIP GP 2018 LLC] shall be non-voting, but subject to certain protective provisions as set forth herein. The determination as to whether such milestones have been achieved or not will be in the sole discretion of [Xxxx Xxxxxxxxx]. Such shares shall be anti-diluted until such time as HoldCo closes a qualifying [initial public offering][outside financing in the amount of at least ]. Such shares shall also have “tag-along” and “drag along” rights in the event of a sale by existing significant shareholders. The voting relationship between [Xxxx] and [Xxxx] shall be subject to separate agreement between them including a block on all corporate actions by [Xxxx].
Equity Distribution. Subject to board approval, the Consultant will be granted options to purchase up to 10,000 Class A Common Units of WellCare Holdings, LLC ("HOLDINGS"), the parent entity of the Company. This grant will vest in 36 equal monthly installments during the term of this Agreement, provided that (i) any then-unvested portion of the option would accelerate in full upon (A) the termination of this Agreement by the Company, other than as a result of a breach of this Agreement by the Consultant or (B) the delivery by the Company of a Notice of Non-Renewal (as defined below), and (ii) all vesting of the option would immediately cease upon the termination of this Agreement for any other reason. Such grant will be subject to the terms and conditions of Holdings' standard form of Time Vesting Option Agreement.
Equity Distribution. At the Effective Date, by virtue of the Merger: QUINTA. Distribución del Capital Social. En la Fecha Efectiva, por virtud de la Fusión:
(a) All of the (i) DD3 shares issued and outstanding immediately prior to the Effective Date shall be canceled and each of those DD3 shares shall be exchanged for [Series [●]] shares of the Surviving Company common stock on a 1:1 exchange ratio, and (ii) DD3 warrants and DD3’s UPOs issued and outstanding immediately prior to the Effective Date shall be canceled and each of those DD3 warrants and DD3’s UPOs shall be replaced and exchanged for BWM warrants and BWM’s UPOs of the Surviving Company; with each holder of DD3 shares, DD3 warrants and DD3’s UPOs to receive the number of the Surviving Company common stock, BWM warrants and BWM’s UPOs, respectively as set forth opposite such holder’s name as described below;
(a) Todas (i) las acciones emitidas por DD3 previamente a la Fecha Efectiva serán canceladas y cada una de dichas acciones emitidas por DD3 serán intercambiadas por acciones comunes ordinarias de la [Serie ●] emitidas por la Sociedad Fusionante a una relación de canje de 1:1 (una a una) , y (ii) las opciones (warrants) y opciones unitarias de compra (UPOs) emitidas por DD3 previamente a la Fecha Efectiva serán canceladas y cada una de dichas opciones y opciones unitarias de compra serán reemplazadas e intercambiadas por opciones de compra y opciones unitarias de compra emitidas de la Sociedad Fusionante y cada uno de los tenedores de acciones, opciones y opciones unitarias de compra de DD3 recibirá el número de acciones ordinarias, opciones y opciones unitarias de compra, según corresponda, de la Sociedad Fusionante que se señalan junto a su nombre según se describe a continuación;
(b) All of the BWM shares issued and outstanding immediately prior to the Effective Date shall be canceled and exchanged for [Series [●]] shares of the Surviving Company Common Stock representing 100% of the total outstanding shares of the Surviving Company Shares, with each holder of BWM shares to receive number of shares of the Surviving Entity shares set forth opposite such holder’s name as described below; and
(b) La totalidad de las acciones emitidas por BWM previamente a la Fecha Efectiva serán canceladas e intercambiadas por [●] acciones comunes ordinarias de las [Serie ●] emitidas por la Sociedad Fusionante y que representen el 100% del capital social de la Sociedad Fusionante, y cada uno de los tenedores de acciones de BWM rec...
Equity Distribution a. It has been agreed amongst “The Parties” that no new entity will be established.
b. Each party will still continue as a separate entity, but will supplement each other with their different expertise on each project.
Equity Distribution. 99 ERISA.....................................................................20
Equity Distribution. 1. After this contract comes into effect, Party B will obtain the option of 50,000 shares of the common stock of Party A’s parent company with the excise price of $1 per share (the per share price of Party A’s parent company is expected to be no less than $10 after completing Nasdaq listing). The vesting schedule of the option is: 40% after this contract comes into effect, 20% on April 30, 2019, 20% on April 30, 2020 and 20% on April 30, 2021.
2. Rewards for achievements consist of the following parts
1) If Party B, as the main contributor, obtains two or more patents for substantive review, he/she will obtain the option of 20,000 shares of the common stock of Party A’s parent company, which has the excise price of $1 per share and will go vesting for all immediately.
2) If Party B, as the main contributor, has one candidate compound allowed to enter Phase 1 clinical trial, he/she will obtain the option of 40,000 shares of common stock of Party A’s parent company, which has excise price of $1 per share and will go vesting for all immediately; If Party B, as the main contributor, has the second candidate compound allowed to enter Phase 1 clinical trial, he/she will obtain the option of 40,000 shares of common stock of Party A’s parent company once again, which has excise price of $1 per share and will go vesting for all immediately;
3) The awards for other achievements and the year-end awards shall be examined and approved by Party A according to the actual situation.
Equity Distribution. Subject to this Article 5, on the Incorporation Date, the Shares of the Corporation shall be issued to the Founders according to the distribution chart below (the “Founder Equity”):
