Equity in Lieu of Cash Sample Clauses

Equity in Lieu of Cash. 3.4.1 At Recipient’s option, exercisable at any time between the date hereof and January 13, 2012, Recipient may subscribe for a number of shares of Lenco’s Series A Convertible Preferred Stock having a value equal to or less than the aggregate amount of payables set forth in Sections 3.2.2 and 3.23 above. Upon issuance of such shares, the corresponding amount of payables set forth in Sections 3.2.2 and 3.2.3 will be cancelled. The issuance of such shares shall be conditioned upon Recipient and Lenco entering into a mutually acceptable agreement with respect to the purchase of such shares. 3.4.2 At Recipient’s option, exercisable at any time between the date hereof and January 13, 2012, Recipient may subscribe for a number of shares of Lenco’s Series A Convertible Preferred Stock having a value equal to or less than the aggregate amount of payables set forth in Section 3.2.4 above. Upon issuance of such shares, the corresponding amount of payables set forth in Section 3.2.4 will be cancelled. The issuance of such shares shall be conditioned upon Recipient and Lenco entering into a mutually acceptable agreement with respect to the purchase of such shares. Such agreement will provide that any shares issued pursuant thereto will be subject to forfeiture in the event Recipient’s employment terminates prior to the one (1) year anniversary of the Closing of the Transaction for any reason.
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Equity in Lieu of Cash. Notwithstanding anything to the contrary in this Agreement, the Payout (as determined in accordance with Section 2(a) of this Agreement) or the Alternate Payout (as determined in accordance with Section 4 of this Agreement) may be made in whole or in part with shares of publicly tradable stock of the Company (“Company Shares”), in lieu of cash, if (i) the Committee determines, based on the advice of its financial and legal advisors, that payment of some or all of the Payout or Alternate Payout in cash would be materially adverse to the Company or (ii) you consent. In the case of the Payout, the Company Shares will be valued at the volume-weighted average closing price for the trading days between public announcement of the Company’s financial results for [Date] and the date two business days prior to [Date], or such other date, not later than [Date], as the Committee may determine (the “Payout VWAP Period”). In the case of the Alternate Payout, the Company Shares will be valued at the volume-weighted average closing price for the 10 trading days prior to the date your employment with or service to the Company or any Affiliate terminates (the “Termination Date”). To the extent the Payout or Alternate Payout is paid in Company Shares, and insufficient shares are available under the Company’s 2006 Equity Incentive Plan or any other equity incentive plan with Company Shares registered under the Securities Act of 1933, as amended, any balance will be paid in cash.
Sample 1
Equity in Lieu of Cash. Jigsaw may, in its sole discretion, agree to accept shares of EVTI restricted common stock in lieu of any cash payments due to Jigsaw under this Section 3. Jigsaw may do so by providing written notice thereof to EVTI. In such event the number of shares issuable to Jigsaw shall be determined at the discretion of Jigsaw based upon (i) the average closing price of EVTI common stock during the five trading days immediately prior to the date on which such written notice is received by EVTI after applying a 10% discount to such average closing price, or (ii) to the extent applicable, the price at which EVTI is offering shares of EVTI’s restricted common stock in a private placement offering taking place at the time that the written notice is received, or if no such private placement offering is then taking place, at the price at which EVTI sold shares of common stock in a private placement offering which was completed and closed within 30 days of the date on which the written notice was received. By way of example with regard to (i) above, if Jigsaw agrees to convert $10,000 of cash compensation based upon an average closing price of $4.00 per share, Jigsaw would be entitled to receive approximately 2,778 shares which represents 10,000 divided by 3.60.
Sample 1
Equity in Lieu of Cash. Jigsaw may, in its sole discretion, agree to accept shares of EVTI restricted common stock in lieu of any cash payments due to Jigsaw under this Section 3. Jigsaw may do so by providing written notice thereof to EVTI. In such event the number of shares issuable to Jigsaw shall be determined at the discretion of Jigsaw based upon (i) the average closing price of EVTI common stock during the five trading days immediately prior to the date on which such written notice is received by EVTI after applying a 10% discount to such average closing price, or (ii) to the extent applicable, the price at which EVTI is offering shares of EVTI’s restricted common stock in a private placement offering taking place at the time that the written notice is received, or if no such private placement offering is then taking place, at the price at which EVTI sold shares of common stock in a private placement offering which was completed and closed within 30 days of the date on which the written notice was received. By way of example with regard to (i) above, if Jigsaw agrees to convert $10,000 of cash compensation based upon an average closing price of $4.00 per share, Jigsaw would be entitled to receive approximately 2,778 shares which represents 10,000 divided by 3.60. Notwithstanding the foregoing, the maximum aggregate number of shares of EVTI restricted common stock issuable under this Section 3(e) is 100,000 shares.” This Amendment is hereby made part of and incorporated into the Agreement, with all of the terms and conditions of the Agreement remaining in full force and effect, except to the extent modified hereby. This Amendment may be executed in multiple counterparts, each of which may be executed by less than all of the parties and shall be deemed to be an original instrument which shall be enforceable against the parties actually executing such counterparts and all of which together shall constitute one and the same instrument. The exchange of copies of this Amendment and of signature pages by facsimile transmission or in pdf format shall constitute effective execution and delivery of this Amendment as to the parties and may be used in lieu of the original Amendment for all purposes. Signatures of the parties transmitted by facsimile or in pdf format shall be deemed to be their original signatures for all purposes.
Sample 1

Related to Equity in Lieu of Cash

  • Equity Investment “Equity Investment” shall mean pursuant to IRC § 45D(b)(6) and 26

  • Restriction on Sales of Capital Stock The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of 180 days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18.1 shall not apply to (i) the shares of Common Stock to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, of which the Representative has been advised in writing or (iii) the issuance by the Company of stock options or shares of capital stock of the Company under any equity compensation plan of the Company. Notwithstanding the foregoing, if (i) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this Section 3.18.1 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of such material news or material event, as applicable, unless the Representative waives, in writing, such extension; provided, however, that this extension of the Lock-Up Period shall not apply to the extent that FINRA has amended or repealed NASD Rule 2711(f)(4), or has otherwise provided written interpretive guidance regarding such rule, in each case, so as to eliminate the prohibition of any broker, dealer, or member of a national securities association from publishing or distributing any research report, with respect to the securities of an Emerging Growth Company prior to or after the expiration of any agreement between the broker, dealer, or member of a national securities association and the Emerging Growth Company or its shareholders that restricts or prohibits the sale of securities held by the Emerging Growth Company or its shareholders after the initial public offering date.

  • Equity Investments Equity Investments, which, to the extent constituting Stock other than common Stock, shall be on terms and conditions and pursuant to documentation reasonably satisfactory to the Joint Lead Arrangers and Bookrunners to the extent material to the interests of the Lenders, in an amount not less than the Minimum Equity Amount shall have been made.

  • Description of Capital Stock The authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Prospectus.

  • Equity Interest The stock of or other interests in, or warrants or other rights to purchase the stock of or other interests in, any entity that has borrowed money from the Company or that is a tenant of the Company or that is a parent or controlling Person of any such borrower or tenant.

  • Restriction on Sale of Capital Stock During the Commitment Period, the Company shall not issue or sell (i) any Common Stock or Preferred Stock without consideration or for a consideration per share less than the bid price of the Common Stock determined immediately prior to its issuance, (ii) issue or sell any Preferred Stock warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Common Stock without consideration or for a consideration per share less than such Common Stock's Bid Price determined immediately prior to its issuance, or (iii) file any registration statement on Form S-8.

  • Investment of Cash Collateral Pursuant to the SLA, the Client shall have the right to invest Cash Collateral received in respect of any loan, subject to an obligation, upon the termination of the loan, to return to the Approved Borrower the amount of cash initially pledged (as adjusted for any interim marks-to-market).

  • Issuance of Capital Stock Except for (a) any transaction pursuant to an Unsolicited Proposal that Maker accepts in accordance with the fiduciary exception provided in Section 3.2 of the Recapitalization Agreement or (b) shares of capital stock issuable upon exercise or conversion of warrants or convertible securities outstanding prior to February 1, 2004, Maker shall not without Holder's prior written approval: (i) issue any shares of capital stock or other securities, or any instruments exercisable for or convertible into capital stock or other securities, or (ii) make any promises, commitments, undertakings, agreements or letters of intent for any of the issuances described in (i) hereof.

  • Equity Interests With respect to any Person, any share of capital stock of (or other ownership or profit interests in) such Person, any warrant, option or other right for the purchase or other acquisition from such Person of any share of capital stock of (or other ownership or profit interests in) such Person, any security convertible into or exchangeable for any share of capital stock of (or other ownership or profit interests in) such Person or warrant, right or option for the purchase or other acquisition from such Person of such shares (or such other interests), and any other ownership or profit interest in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such share, warrant, option, right or other interest is authorized or otherwise existing on any date of determination.

  • Ownership of Capital Stock The Shareholder is the beneficial owner of record and beneficially of all of the shares of capital stock of the Company, all of which shares are free and clear of all rights, claims, liens and encumbrances, and have not been sold, pledged, assigned or otherwise transferred except pursuant to this Agreement.

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