Equity Participation Sample Clauses

Equity Participation. Executive’s equity participation in the Company has been or will be documented pursuant to some or all of the 2003 Stock Purchase and Option Plan for Key Employees of the Company and its Subsidiaries and the associated Management Stockholder’s Agreement, the Second Amended and Restated ITC Holdings Corp. 2006 Long Term Incentive Plan and the associated Amendment to Management Stockholder’s Agreement, and in one or more Stock Option, Restricted Stock Award and Sale Participation Agreements associated therewith, each as executed by the Executive, the Company, and its shareholders, as applicable (such documents, collectively, the “Equity Documents”). The Company and Executive each acknowledges that the terms and conditions of the aforementioned documents govern Executive’s acquisition, vesting, holding, sale or other disposition of Executive’s equity in the Company, and Executive’s and the Company’s rights with respect thereto.

Equity Participation. Pursuant to the Consultant Services Agreement, 600,000 shares of restricted common stock of the Company (the "INITIAL STOCK") have been issued to Employee, subject to the graduated repayment provisions set forth below. The Employee agrees to comply strictly with all legal requirements regarding the stock, including those related to distribution of the stock and restrictions associated with the stock.

Equity Participation. 3.3.1 As soon as practicable following the approval by the Board of a valuation of the Company’s Common Stock to be conducted in accordance with Section 409A of the Internal Revenue Code, as amended, you will be granted an option to purchase 567,831 shares of the Company’s common stock (which currently represents approximately 1.25% of the total number of shares of common stock and preferred stock outstanding on an as-converted basis) pursuant to the Company’s 2000 Stock Incentive Plan (the “Plan”). The exercise price per share of such shares will be determined in good faith by the Board after considering the valuation referred to above. 3.3.2 The option granted pursuant to Section 3.3.1 will vest over a period of four (4) years following the Commencement Date, with 1/4th of such shares vesting on the date one (1) year from the Commencement Date and 1/48th of such shares vesting on a monthly basis thereafter until all the shares are vested, so long as you remain continuously employed by the Company and subject to the provisions of Section 3.3.3. Your option will be an incentive stock option to the extent permitted by applicable tax laws and will be governed by a separate Stock Option Agreement and the Plan. 3.3.3 If during the period beginning on the execution of a definitive written agreement that if consummated in accordance with its terms would result in a Change of Control (defined below) and ending on the earlier of (i) the termination of such agreement or (ii) twelve (12) months following the consummation of a Change of Control pursuant to such agreement, the Company terminates your employment without Cause (defined below) or you terminate your employment for Good Reason (defined below), then the vesting applicable to any and all stock options and/or restricted stock then held by you (including without limitation the option granted pursuant to Section 3.3.1) shall be accelerated in full; provided, however, that in order to be eligible for said acceleration you shall be required to execute and deliver to the Company a Release and Waiver in the form attached hereto as Exhibit A within the applicable time period set forth therein, but in no event later than forty-five (45) days following termination of your employment, and permitting such Release and Waiver to become fully effective in accordance with its terms. For purposes of this Agreement:

Equity Participation. This Warrant is issued in connection with the Loan Agreement. It is intended that this Warrant constitute an equity participation under and pursuant to T.C.A. '47-24-101, et seq. and that equity participation be permitted under sa▇▇ ▇▇▇▇▇▇es and not constitute interest on the Note. If under any circumstances whatsoever, fulfillment of any obligation of this Warrant, the Loan Agreement, or any other agreement or document executed in connection with the Loan Agreement, shall violate the lawful limit of any applicable usury statute or any other applicable law with regard to obligations of like character and amount, then the obligation to be fulfilled shall be reduced to such lawful limit, such that in no event shall there occur, under this Warrant, the Loan Agreement, or any other document or instrument executed in connection with the Loan Agreement, any violation of such lawful limit, but such obligation shall be fulfilled to the lawful limit. If any sum is collected in excess of the lawful limit, such excess shall be applied to reduce the principal amount of the Note.

Equity Participation. On the Closing Date, subject to the terms and conditions hereof and on the basis of the representations and warranties set forth herein, the Owner Participant agrees to participate in the payment of the Total Equipment Cost for the Units delivered on the Closing Date by making an equity investment in the beneficial ownership of such Units in the amount equal to the product of the Total Equipment Cost for such Units delivered on the Closing Date and the percentage (not less than 20%) set forth opposite the Owner Participant's name in Schedule 2 (the "Owner Participant's Commitment"). The aggregate amount of the Owner Participant's Commitment plus the aggregate amount of Transaction Costs payable by the Owner Participant shall not exceed the sum of (x) the Owner Participant's Commitment and (y) 2.75% of the Total Equipment Cost. The Owner Participant's Commitment shall be paid to the Indenture Trustee to be held (but not as part of the Indenture Estate) and applied on behalf of the Owner Trustee toward payment of the Total Equipment Cost as provided in Section 2.3.

Equity Participation. (i) During the term hereof, the Executive shall be eligible to participate in the ▇▇▇▇▇▇▇ Holdings, LLC equity incentive plan for the combined business of ▇▇▇▇▇▇▇ and ▇▇▇▇ (the “Equity Incentive Plan”), in accordance with the terms thereof. (ii) If the Executive’s employment hereunder is terminated by the Company other than for Cause in accordance with Section 5(d) hereof, or the Executive terminates his employment hereunder for Good Reason in accordance with Section 5(e) hereof, in each case during the second half of any calendar year, all EBITDA Performance Units and all Earn-Back Units that are eligible for vesting in the year of termination shall vest upon the achievement of the respective EBITDA targets for such year and all Time Units that are eligible for vesting in the year of termination shall vest upon such termination. (iii) Upon the termination of the Executive’s employment by the Company other than for Cause in accordance with Section 5(d) hereof or the Executive’s termination of his employment for Good Reason in accordance with Section 5(e) hereof or in the event of the termination of the Executive’s employment as a result of death or disability pursuant to Section 5(a) or Section 5(b) respectively, the Executive shall have the right to sell to ▇▇▇▇▇▇▇ Holdings, LLC, and ▇▇▇▇▇▇▇ Holdings LLC shall have the obligation to purchase, the Executive’s vested Units at a price equal to the Fair Market Value of the Units (the “Put Right”); provided that EBITDA for the Company was at least Fifty-Five Million Dollars ($55,000,000) during the most recently completed fiscal year and was growing at a rate of at least five percent (5%) per year following the Company’s 2005 fiscal year. If the foregoing EBITDA and growth rate targets were not met for such most recently completed fiscal year, but are met for the fiscal year during which such termination of employment occurs, then the Executive may exercise the Put Right during the thirty (30) day period following the date of issuance of the Company’s financial statements with an unqualified audit opinion for such fiscal year. The Executive is free to make inquiries as to the timing of such date of issuance and the Company will respond to such inquiries in a timely manner. (iv) Any capitalized term contained in clause (ii) or clause (iii) of this Section 4(c) or in Section 4(d) below, or in the definition of “Change of Control” set forth in Section 14 hereof, which are not defined in this Agreement shall have ...

Equity Participation. Pursuant to the Company’s 2000 Stock Incentive Plan, Executive may have previously been granted a specific number of options to purchase shares of the Company’s common stock (the “Options”), with certain vesting schedules and exercise prices, and except as specifically detailed herein, such grants remain in effect and are not affected by this Agreement.

Equity Participation. This Warrant is issued in connection with the Debenture Purchase Agreement. It is intended that this Warrant constitute an equity participation under and pursuant to T.C.A. ss.▇▇-▇▇-▇▇▇, et. seq. and that equity participation be permitted under said statutes and not constitute interest on the Debenture. If under any circumstances whatsoever, fulfillment of any obligation of this Warrant, the Debenture Purchase Agreement, or any other agreement or document executed in connection with the Debenture Purchase Agreement, shall violate the lawful limit of any applicable usury statute or any other applicable law with regard to obligations of like character and amount, then the obligation to be fulfilled shall be reduced to such lawful limit, such that in no event shall there occur, under this Warrant, the Debenture Purchase Agreement, or any other document or instrument executed in connection with the Debenture Purchase Agreement, any violation of such lawful limit, but such obligation shall be fulfilled to the lawful limit. If any sum is collected in excess of the lawful limit, such excess shall be applied to reduce the principal amount of the Debenture.

Equity Participation. Effective on the effective date of the Business Combination, the Executive shall be granted a stock option to acquire _______shares of the Common Stock of the Company, subject to the terms and conditions of the stock option agreement between the Company and the Executive dated as of the date hereof and the Company's 1996 Long-Term Incentive Plan. In addition, the Executive shall be entitled to receive awards under any other stock option or equity based incentive compensation plan or arrangement adopted by the Company during the Employment Period for which senior executives are eligible. The level of the executive's future participation in any such plan or arrangement shall be in the sole discretion of the Board.