Equity Election Sample Clauses

Equity Election. 6 SECTION 2.03 Surrender of Shares; Transfer Books................... 8 SECTION 2.04 Effect of the Merger on Stock Options and Warrants.... 10 SECTION 2.05 Escrow. .............................................. 11
Sample 1
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Equity Election. To the extent necessary to maintain at least 40% “continuity of interest” under Treasury Regulation Section 1.368-1(e), which percentage shall be calculated by assuming that Deferred Cash Consideration is paid in full, the Securityholder Representative may elect, by giving written notice thereof to the Parent at any time prior to a payment being made to the Shareholders on account of the Estimated Adjustment or a Final Adjustment (an “Adjustment Notice”), to require the Parent to pay a portion of any such payment (such elected amount, the “Elected Amount”) by delivering such number of shares of Parent Common Stock equal to the Elected Amount divided by the Signing Date Price (the “Adjustment Shares”). Notwithstanding the preceding, the number of Adjustment Shares shall not exceed the difference between (i) 9,800,000 and (ii) the sum of (A) the Equity Consideration (net of any Elected Amount) and (B) the number of restricted shares to be issued under the Employee Awards and under the Employment Agreements.
Sample 1
Equity Election. Upon Executive’s election, Executive shall be eligible for fully-vested and paid equity in the Company up to fifty percent (50%) of the amount of Executive’s Performance Bonus. The valuation of said equity shall be determined by the Board of Managers.
Sample 1
Equity Election. For each calendar year during the Contract Period while Executive is employed by SITE Centers, Executive may elect to receive a grant of service-based restricted share units (“RSUs”) in lieu of cash for up to 100% of any Annual Bonus earned with respect to such calendar year. Unless otherwise determined by the Committee, such election must be delivered in writing to the Company no later than October 31 of the calendar year with respect to which the Annual Bonus is to be earned and must specify a percentage of any earned portion of such Annual Bonus (from 0% to 100%) to be settled in RSUs; provided, however, that if Executive fails to make such election prior to October 31 (or such other date determined by the Committee) of any calendar year during the Contract Period, the Annual Bonus earned with respect to such calendar year (if any) will be paid entirely in cash. To the extent Executive timely elects to receive settlement of an Annual Bonus in the form of RSUs in accordance with this Section 3.2(b), Executive will be entitled to receive (subject to the approval of the Committee), on or as soon as practicable following the date the Committee certifies achievement with respect to such Annual Bonus (the “Annual Bonus Date of Grant”), a grant of service-based RSUs covering a number of Shares equal to the quotient of (i) the product of (A) 1.2 multiplied by (B) the dollar value (rounded to the nearest whole dollar) equal to the percentage of the Annual Bonus that Executive elects to receive in RSUs divided by (ii) the average closing price of a Share for the ten trading days immediately preceding (but not including) the date of grant on the principal stock exchange on which it then trades (“Annual Bonus RSUs”). Such Annual Bonus RSUs will, in general, vest subject to Executive’s continued employment with the Company in three substantially equal installments on each of the first three anniversaries of the applicable Annual Bonus Date of Grant, and dividend equivalents credited with respect to such Annual Bonus RSUs will be paid in cash on a current basis, all subject to terms and conditions set forth in the applicable award agreement and the terms and conditions of the SITE Centers Corp. 2019 Equity and Incentive Compensation Plan (or its successor(s)), as in effect from time to time (collectively, the “Equity Plan”). To the extent the Annual Bonus RSUs become vested and payable, all such payments of the Annual Bonus RSUs shall occur no later than the 15th day...
Sample 1

Related to Equity Election

  • 83(b) Election You may make and file with the Internal Revenue Service an election under Section 83(b) of the Code with respect to the grant of the Restricted Shares hereunder, electing to include in your gross income as of the Grant Date the Fair Market Value of the Restricted Shares as of the Grant Date. You shall promptly provide a copy of such election to the Company. If you make and file such an election, you shall make such arrangements in accordance with Section 8 as are satisfactory to the Committee to provide for the timely payment of all applicable withholding taxes.

  • Cash Election (a) In lieu of exercising the Option, by notice, Parent may require such Stockholder to make a cash payment to Parent in the amount (the "Cash Payment Amount") equal to the amount by which (A) the Market Price (as defined below) exceeds (B) the Per Share Cash Amount, multiplied by the sum of (i) the number of such Stockholder's Shares and (ii) the number of such Stockholder's New Shares. Upon receipt of such notice, the Stockholder shall be permitted to sell a sufficient number of Shares to pay the Cash Payment Amount, if Stockholder shall, within five business days of such notice, sell such Shares, provided that Stockholder shall use reasonable best efforts to achieve good execution and shall consult with Parent with respect to the manner of disposition. The term "

  • Section 83(b) Election Purchaser understands that Section 83(a) of the Code, taxes as ordinary income the difference between the amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, "restriction" includes the right of the Company to buy back the Stock pursuant to the Repurchase Option set forth in Section 2(a) above. Purchaser understands that Purchaser may elect to be taxed at the time the Stock is purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) days from the date the Stock is purchased. Even if the fair market value of the Stock at the time of the execution of this Agreement equals the amount paid for the Stock, the 83(b) Election must be made to avoid income under Section 83(a) of the Code in the future. Purchaser understands that failure to file such an 83(b) Election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that an additional copy of such 83(b) Election is required to be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's death. Purchaser assumes all responsibility for filing an 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions on the Stock.

  • Section 83(b) Elections To the Company’s knowledge, all elections and notices permitted by Section 83(b) of the Code and any analogous provisions of applicable state tax laws have been timely filed by all employees who have purchased shares of the Company’s common stock under agreements that provide for the vesting of such shares.

  • Deferral Election A Participant may elect to defer all or a specified percentage of the Compensation earned in a Plan Year by such Participant for serving as a member of the Board of any Participating Fund or as a member of any committee or subcommittee thereof. Reimbursement of expenses of attending meetings of the Board, committees of the Board or subcommittees of such committees may not be deferred. Such election shall be made by executing before the first day of such Plan Year such election notice as the Administrator may prescribe; provided, however, that upon first becoming eligible to participate in the Plan by reason of appointment to a Board, a Participant may file a Deferral Election not later than 30 days after the effective date of such appointment, which election shall apply to Compensation earned in the portion of the Plan Year commencing the day after such election is filed and ending on the last day of such Plan Year.

  • Election Form The Consideration shall be payable in accordance with the election made by Contributor in the Consideration Election Form (“Election Form”) accompanying the PPM, the results of which election are set forth on Exhibit A hereto. If, pursuant to the Election Form, Contributor (A) elected all or part of Contributor’s consideration payable hereunder to be in the form of units of limited partnership interests of the Operating Partnership (“OP Units”) and (B) submitted to the Operating Partnership (x) an executed Investor Questionnaire representing and warranting to the Operating Partnership that Contributor is an “accredited investor” as defined in the Investor Questionnaire and (y) any other documentation required by the Operating Partnership, including, but not limited to, a signature page to the Partnership Agreement (as hereinafter defined), Contributor shall receive OP Units in an amount determined in the manner described on Exhibit A hereto. The portion of the Consideration, if any, payable in cash is set forth on Exhibit A. Contributor agrees that the cash payment shall be made and the OP Units shall be registered in the name of the persons or entities set forth on the Election Form. OP Units will only be delivered to Contributor if Contributor has represented to the Operating Partnership that Contributor is an “accredited investor”. No fractional OP Units will be issued and OP Units will be rounded to the nearest whole number. The Consideration payable to Contributor, whether in cash, in OP Units or a combination thereof, may be reduced by the amount the Operating Partnership reasonably determines must be withheld for tax purposes. The rights and obligations of holders of OP Units as of the Closing will be as set forth in the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership (the “Partnership Agreement”), a draft copy of which is included as an exhibit to the PPM.

  • LIBOR Election (i) Borrower may, at any time and from time to time, so long as no Event of Default has occurred and is continuing, elect to exercise the LIBOR Option by notifying Agent prior to 11:00 a.m. (California time) at least 3 Business Days prior to the commencement of the proposed Interest Period (the “LIBOR Deadline”). Notice of Borrower’s election of the LIBOR Option for a permitted portion of the Advances and an Interest Period pursuant to this Section shall be made by delivery to Agent of a LIBOR Notice received by Agent before the LIBOR Deadline, or by telephonic notice received by Agent before the LIBOR Deadline (to be confirmed by delivery to Agent of a LIBOR Notice received by Agent prior to 5:00 p.m. (California time) on the same day). Promptly upon its receipt of each such LIBOR Notice, Agent shall provide a copy thereof to each of the affected Lenders.

  • Section 754 Election In the event of a distribution of the Fund's property to a Member or an assignment or other transfer (including by reason of death) of Units of a Member in the Fund, at the request of a Member, the Board, in its sole and absolute discretion, may cause the Fund to elect, pursuant to Section 754 of the Code, or the corresponding provision of subsequent law, to adjust the basis of the Fund's property as provided by Sections 734 and 743 of the Code.

  • Shareholder Account The Transfer Agent shall cause each Sub-transfer Agent to apply the foregoing rule to each Sub-shareholder Account based on the records maintained by such Sub-transfer Agent; provided, that until the Sub-transfer Agent in respect of the ML Omnibus Account develops the data processing capability to conform to the foregoing requirements, such Sub-transfer Agent shall apply the foregoing rules to each Sub-shareholder Account with respect to the Date of Original Purchase of any Commission Share as though each such date were a separate Month of Original Purchase.

  • Code Section 83(b) Election The Participant shall be permitted to make an election under Code Section 83(b), to include an amount in income in respect of the Award of Restricted Stock in accordance with the requirements of Code Section 83(b).

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