Equity Matters. (i) For the avoidance of doubt, the parties hereby acknowledge and agree that, subject to approval by the Board of Directors of the Company, all equity incentive awards granted to Consultant pursuant to (or otherwise subject to the terms of) the 2014 Plan or the Company 2021 Equity Incentive Plan (the “2021 Plan”, and together with the 2014 Plan, the “Equity Plans”) that are outstanding as of immediately prior to the Effective Date shall automatically vest in all respects (with any performance-based vesting deemed to have been achieved at 100% of the target level) as of the Effective Date, to the extent not already vested, contingent upon the consummation of the transactions contemplated by the Merger Agreement.
(ii) For the avoidance of doubt, the parties hereby acknowledge and agree that Consultant’s provisions of services pursuant to this Agreement will constitute Continuous Service (as defined in the applicable Equity Plan) for purposes of the Equity Plans and all awards granted pursuant to (or otherwise subject to the terms of) such Equity Plans. Notwithstanding anything to the contrary, the Company hereby agrees that Section 8(e) of the 2014 Plan and Section 9(f) of the 2021 Plan will not apply with respect to Consultant and Consultant’s awards granted under (or otherwise subject to the terms of) such Equity Plan.
(iii) For the avoidance of doubt, the parties hereby acknowledge and agree that, subject to approval by the Board of Directors of the Company, all stock options granted to Consultant pursuant to (or otherwise subject to the terms of) the 2014 Plan or 2021 Plan that are outstanding as of the date of the Merger Agreement will be amended to provide that the applicable exercise window following Consultant’s termination of Continuous Service other than for Cause (as defined in the applicable Equity Plan) will be the longer of: (i) a period of three months following termination of Continuous Service; or (ii) a period commencing on the date of termination of Continuous Service and ending on the Anniversary Date; provided, however, that in the event that the Merger Agreement is terminated pursuant to Section 9.1 thereof, the applicable exercise window will be the longer of: (A) a period of three months following Consultant’s termination of Continuous Service; or (B) a period of three months following termination of the Merger Agreement; provided, further, that in no event will the exercise window of any option be extended beyond the term applicable...
Equity Matters. On or prior to the Effective Date, the Company shall have (i) entered into that certain Amendment No 1 to Incentive Stock Option Agreement with Executive in substantially the form attached hereto as Exhibit A (the “Option Amendment”) to provide for, inter alia, (A) the primacy of the definition of Cause and other terms set forth in this Agreement, as shall be incorporated by reference into the amended option agreement (such that in the event of a conflict between the terms and conditions of the OfferPad, Inc. 2016 Stock Option and Grant Plan (the “Plan”) and the Option Amendment, the terms and conditions of the amended option agreement shall prevail), (B) in the case of a Sale Event, the options shall immediately become fully vested and exercisable and (C) that upon the Executive’s Termination of Service (as defined in the Plan), the period within which the Executive may exercise the options shall expire upon the earlier to occur of (a) the Expiration Date indicated on the Notice of Grant or (b) the date that is one year from the date of such Termination of Service, provided, however, that Executive acknowledges that if such options are either (x) currently in the money or (y) if not currently in the money but not exercised within 90 days following the termination of employment, such options will no longer be considered incentive stock options under current IRS regulations and will be considered non-statutory stock options.
Equity Matters. All equity awards Employee received or may be eligible to receive from the Company shall be governed by the terms of such awards’ applicable restrictive stock agreements and plan documents, including, but not limited to, the 2019 AlloVir (formerly ViraCyte) Stock Plan, (collectively, and as any may be amended, the “Equity Documents”); notwithstanding the provisions in the Equity Documents, in the event of a Sale Event as that term is defined in the 2019 AlloVir (formerly ViraCyte) Stock Plan all unvested equity shall vest upon the closing of such a Sale Event.
Equity Matters. As soon as practicable following the Agreement Date, the Company shall take all actions with respect to the Company ESPP that are necessary to provide that: (i) with respect to any “Offering Period” (as defined in the Company ESPP) in effect as of the Agreement Date (the “Current ESPP Offering Period”), no employee who is not a participant in the Company ESPP as of the Agreement Date may become a participant in the Company ESPP and no participant may increase the percentage amount of his or her payroll deduction election from that in effect on the Agreement Date for such Current ESPP Offering Period, (ii) subject to the consummation of the Merger, the Company ESPP shall terminate effective immediately prior to the Effective Time, (iii) if all such Current ESPP Offering Periods terminate prior to the Effective Time, then the Company ESPP shall be suspended, (iv) no new Offering Period shall be commenced under the Company ESPP prior to the termination of this Agreement and (v) if any Current ESPP Offering Period is still in effect at the Effective Time, then the last day of such Current ESPP Offering Period shall be accelerated to the Business Day prior to the Closing Date and the final settlement or purchase of shares of Company Common Stock thereunder shall be made on that day. The Company shall provide all required notices of the foregoing to the participants in accordance with the Company ESPP.
Equity Matters. All transactions contemplated by the Series B Preferred Stock Purchase Agreement shall have been consummated, including, without limitation, the issuance by the Borrower to AOF III Co-Invest of 14,164,306 shares of Series B Preferred Stock, in accordance with the Series B Preferred Stock Purchase Agreement and Xxxxxx shall have executed all necessary documentation to exchange all remaining shares of Series A-2 Preferred Stock into common stock of the Borrower (including the issuance by the Borrower of such common stock).
Equity Matters. The Company shall not issue any compensatory stock options if such issuance will increase the total number of shares of Company Common Stock outstanding after such issuance (calculated on a fully diluted, as-converted basis) by ten percent (10%) or more in any given calendar year, as compared to the total number of shares of Common stock outstanding (calculated on a fully diluted, as-converted basis), at the end of the prior calendar year, prior to such new compensatory stock option issuance. Further, the Company shall not issue any compensatory stock options to Xxxx Xxxxxx, Xxxxx Xxxxxx, Xxxxx Xxxxx, Xxx Xxxxxx, or Xxxxx Xx without the prior approval of Investor.
Equity Matters. With the exception of the shares of Common Stock issued pursuant to the exercise of a Company Option outstanding on the date hereof, the Company shall not issue any equity securities from the date hereof until the earlier of (i) the Call Closing Date (or Select Call Closing Date, should it occur) or Put Closing Date, as applicable or (ii) December 31, 2010.
Equity Matters. Holdings intends to establish a management incentive equity pool consisting of fifteen percent (15%) of the fully diluted equity securities of Holdings as of the Effective Date. The Employee will be granted fifty percent (50%) of such equity pool (i.e., seven and one half percent (7.5%) of the fully diluted equity securities of Holdings) as of the Closing (the “CEO Award”), and the balance of the equity pool shall be awarded from time to time to other members of management of the Company in the discretion of the Board in consultation with the Employee. The incentive equity pool will consist of Class B Units of Holdings, and awards from the incentive equity pool (including the CEO Award) will be intended to qualify as “profits interests” for U.S. federal income tax purposes within the meaning of Revenue Procedures 93-27 and 2001-43. The CEO Award will be subject to the terms and conditions of the Management Unit Grant Agreement entered into by and between the Employee and Holdings, attached hereto as Exhibit A.
Equity Matters. (a) The Administrative Agent and the Lenders shall have received evidence reasonably satisfactory to them that the Lender Warrants and the Warrant Shares shall have been approved by the Borrower’s board of directors for purposes of Rule 16b-3 under the Exchange Act, and shall therefor be exempt from the liability provisions of Section 16(b) of the Exchange Act, (b) the Lenders shall be reasonably satisfied that the common stock of the Borrower issuable upon exercise of the Lender Warrants (without any limitation on exercise thereof) shall have been duly reserved for such issuance and the Borrower shall have taken such action as is necessary for such shares to be traded on the Principal Trading Market and (c) the Lenders shall be reasonably satisfied that no Major Transaction (as defined in the Lender Warrants) shall have occurred, nor shall have any agreement been entered into in respect of a Major Transaction.
Equity Matters. The Borrower shall have provided to the Lender written evidence of, and all material agreements relating to, (a) the receipt by the Borrower of gross proceeds of not less than $2,500,000 from the issuance and sale of Common Stock subsequent to July 1, 2007, and (b) the resolution to the Lender’s satisfaction the “toxic” provision of the Rho preferred stock.
