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 saxx xxxxxxes 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. In connection with Executive’s employment hereunder, Executive shall be entitled to participate in the Company’s equity incentive plan, as in effect from time to time, pursuant to the terms of such plan, an award agreement and such other documents Executive is required to execute pursuant to the terms of such plan (the plan, the award agreement, and such other documents collectively, the “Equity Documents”). Executive’s equity participation shall be exclusively governed by the terms of the Equity Documents.
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. 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. 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.00-00-000, 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. 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 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% 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. 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. 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.
Equity Participation. (a) The Company shall grant to the Employee an incentive stock option to purchase THREE PERCENT (.0075%) OF THE TOTAL SHARES OF THE CLASS B (RESTRICTED VOTING AND TRANSFER RIGHTS) COMMON STOCK OF THE COMPANY EQUAL TO 75,000 SHARES OF COMMON STOCK) at a par value $ .001 per share. The Company plans to offer an additional 2,345,679 shares in two offerings to private investors in early 1997. This grant will be adjusted on a pro-rata basis to maintain the .0075% ratio on outstanding shares. If the offering is fully subscribed this will result in an additional 17,593 options being issue to the Employee. There will be no dilution protection after this supplemental grant. The Option shall vest as follows: 1/3 of the shares shall vest on the Commencement Date of this Agreement, AND ADDITIONAL 1/3 shares shall vest on the first anniversary of the Commencement Date of this Agreement and AN ADDITIONAL 1/3 shall vest on the second anniversary of the Commencement Date of this Agreement. The exercise price of the Option shall be fixed at seventy-five (75) cents per share. The Option shall be subject to and in accordance with the provisions of the 1997 Stock Option Plan of the Company (the "Plan") substantially in the form attached hereto as SCHEDULE B however where this Agreement is different then the language and provisions in this Agreement shall govern.
(b) Notwithstanding the foregoing, the Option shall become fully vested upon the occurrence of one of the following events: (a) the sale of the Company to an unrelated third party by way of merger, sale of assets or sale of capital stock of the Company, (b) the sale by the Company of more than seventeen percent (17%) of its outstanding Common Stock on a fully-diluted basis to an unrelated third party (excluding any sales to venture funds currently under consideration by the Company with whom discussions began prior to the Commencement Date of this Agreement), or (c) the filing by the Company of a registration statement on Form S-1 in connection with an underwritten initial public offering.
(c) In addition to the foregoing Option, if the Company completes an underwritten initial public offering of its Common Stock within three (3) years from the date of this Agreement with an enjoys a market cap of $200 million or more during it's first day of trading as a public company, then the Employee shall be entitled to receive an additional option for 50,000 shares of the Class B Common Stock of the Company calculated on a like...
