Following an IPO Sample Clauses

Following an IPO. Notwithstanding any provision of the Agreement to the contrary, if any Payments the Executive would receive from the Company under the Agreement or otherwise in connection with a Change in Control after the completion of an IPO (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this Section 10(b), would be subject to the excise tax imposed by Section 4999 of the Code, then the Executive will be entitled to receive either (x) the full amount of the Payments or (y) a portion of the Payments having a value equal to the Safe Harbor Amount, whichever of (x) and (y), after taking into account applicable federal, state, and local income taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by the Executive on an after-tax basis, of the greatest portion of the Payments. Any determination required under this Section 10(b) shall be made in writing by the Accounting Firm, whose determination shall be conclusive and binding for all purposes upon the Company and the Executive. For purposes of making the calculations required by this Section 10(b), the Accounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the application of Sections 280G and 4999 of the Code. If there is a reduction pursuant to this Section 10(b) of the Payments to be delivered to the Executive, such payments shall be reduced to the extent necessary to avoid application of the excise tax in the following order: (i) any cash severance based on a multiple of Base Salary or Annual Bonus, (ii) any other cash amounts payable to the Executive, (iii) benefits valued as parachute payments, and (iv) acceleration of vesting of any equity awards.
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Following an IPO. Following an IPO (if any), and subject to the Preferred Hurdle and Catch-Up Amount, the Special Interest Member shall be entitled to receive an Incentive Allocation equal to 20% of the aggregate Core Operating Profit calculated by reference to (i) the twelve preceding calendar quarters occurring following the quarter in which the IPO occurs or (ii) if less than twelve calendar quarters, the period commencing upon the beginning of the calendar quarter in which the IPO occurs and ending as of the end of the quarter for which the Incentive Allocation is being calculated (the “Post-IPO Incentive Allocation Reference Period”). The Incentive Allocation shall, in addition, be calculated to provide for the Preferred Hurdle and Catch-Up Amount in the same manner as in the period preceding the IPO, as set forth in Section 4.3.1. The Incentive Allocation in the Post-IPO Incentive Allocation Reference Period shall be based on a new reference period that does not take into account or make any reference to any Core Operating Profits or Incentive Allocation in respect of periods prior to the quarter in which the IPO occurs, even if the Preferred Hurdle for the Pre-IPO Incentive Allocation Reference Period that ended immediately prior to the IPO has not been achieved. Therefore, the Special Interest Member may be entitled to an Incentive Allocation to which it would not have been entitled (or may be entitled to a higher Incentive Allocation than the Incentive Allocation it would have been entitled) had the reference period for determining the Incentive Allocation not been reset.
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Following an IPO. If an IPO Control Event occurs:
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Related to Following an IPO

  • Release of D&O Lock-up Period If the Representative, in its sole discretion, agrees to release or waive the restrictions set forth in the Lock-Up Agreements described in Section 2.24 hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three (3) Business Days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two (2) Business Days before the effective date of the release or waiver.

  • Lock-Up Period Participant hereby agrees that Participant shall not 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 Common Stock (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock (or other securities) of the Company held by Participant (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred and eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act (or such other period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto). Participant agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, Participant shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 4 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred and eighty (180) day (or other) period. Participant agrees that any transferee of the Option or shares acquired pursuant to the Option shall be bound by this Section 4.

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