Grant Conditions. The grant of the Restricted Shares is subject to the grant conditions set forth in Appendix A. The Restricted Shares will be issued only upon the satisfaction of the grant conditions set forth in Appendix A. If the grant conditions set forth in Appendix A are not satisfied as required in Appendix A, then this Award and the grant of the Restricted Shares shall lapse. Further, if the Grantee satisfies the grant conditions but prior to the end of the applicable Plan Year terminates employment with the Company this Award and the grant of the Restricted Shares shall lapse unless the Grantee:
(a) Separates from Service due to Retirement; or (b) terminates employment with the Company due to death or Disability, in which case the number of Restricted Shares issued hereunder shall equal the number of Restricted Shares otherwise issuable, multiplied by a fraction the numerator of which is the number of days the Grantee was actively employed during the Plan Year and the denominator is 365.
Grant Conditions. By accepting the Grant, Applicant specifically agrees to the following:
(a) Applicant attests that the Project has been approved by Applicant’s required officers, managers and/or employees.
(b) The Applicant shall provide the County with all final, fully signed documents outlined in paragraphs 4(a) and 4(b), above, and any agreements necessary to implement the Project.
(c) Applicant shall ensure the Project’s completion according to the terms of this Agreement including any documentation required in paragraph 4(a) and 4(b), above.
(d) Applicant shall notify the County in writing within 15 business days of (i) Applicant’s discovery of any breach of paragraph 4(a), above, (ii) any written notice by Applicant or a third party contractor of Applicant directly involved with the Project that may be responsible to implement or oversee the Project of any breach of paragraph 4(a), above; or (iii) any request for amendment of paragraph 4(a), above, by any party. Any material amendment to paragraph 4(a) shall require the County’s prior written approval, which approval shall not be unreasonably withheld, denied or delayed.
(e) Applicant shall maintain detailed files on the status of the Project, and make them available for review with reasonable advance, written notice to Applicant by the employees, representatives and/or independent contractors authorized by the County and identified by County notice to Applicant. The files will include, at least, any agreement in paragraph 4, above, and any amendments, any and all full monitoring reports, notices required by paragraph 5(d), status and resolution of compliance issues and any records of transfer of Owner’s interest.
Grant Conditions. (a) General terms and conditions of the sector Grants shall include conformance to the plans, strategies, budgets, project specifications, architectural and engineering specifications, performance standards, and other criteria developed by the Government of the Federated States of Micronesia and concurred with by the Committee.
(b) After consultation with the Government of the Federated States of Micronesia, the Government of the United States may recommend that the Committee attach certain terms and conditions to an annual allocation to assist the Government of the Federated States of Micronesia to achieve the goals of the sector Grant.
(c) Other special conditions or restrictions may be required by the Government of the United States during the course of the Grant year if it determines that the Government of the Federated States of Micronesia or a Sub-Grantee has a history of unsatisfactory performance, is not financially stable, has not conformed to terms and conditions of previous awards, or is otherwise not responsible. Special conditions or restrictions may include:
(1) Payment on a reimbursement basis;
(2) Withholding authority to proceed to the next phase of the Grant until receipt of evidence of acceptable performance within a given period;
(3) Requiring additional, more frequent and/or detailed financial reports;
(4) Providing for additional project monitoring;
(5) Requiring the acquisition of technical or management assistance; and
Grant Conditions. The Administrator, acting in its sole and absolute discretion, may select from time to time Employees and Consultants to receive grants of Performance-Based Restricted Stock in such amounts as the Administrator may, in its sole and absolute discretion, determine, subject to any limitations provided in the Plan. The Administrator shall make each grant subject to the attainment of certain performance targets. The Administrator shall determine the performance targets which will be applied with respect to each grant of Performance-Based Restricted Stock at the time of grant, but in no event later than 90 days after the commencement of the period of service to which the performance targets relate. The performance criteria applicable to Performance-Based Restricted Stock grants will be one or more of the following criteria: (i) Common Stock price; (ii) average annual growth in earnings per share; (iii) increase in shareholder value; (iv) earnings per share; (v) net income; (vi) return on assets; (vii) return on shareholders’ equity; (viii) increase in cash flow; (ix) operating profit or operating margins; (x) revenue growth of the Company; and (xi) operating expenses. The related Restricted Stock Agreement shall set forth the applicable performance criteria and the deadline for satisfying the performance criteria.
Grant Conditions. The Administrator acting in its sole and absolute discretion may make the grant of Restricted Stock which is not Performance-Based Restricted Stock to a Grantee subject to the satisfaction of one, or more than one, objective employment, performance or other grant condition which the Administrator deems appropriate under the circumstances for Employees or Consultants generally or for a Grantee in particular, and the related Restricted Stock Agreement shall set forth each such condition and the deadline for satisfying each such grant condition.
Grant Conditions. (a) Subject to and upon the closing of the Acquisition of the Assets, the Company will issue to Consultant Options (the “Initial Options”) to purchase Fifty Thousand (50,000) restricted shares of the Company’s common stock.
(b) If the Assets as implemented by the Company are able to process at least 150,000 transactions by December 31, 2013, the Company shall thereafter promptly issue to Consultant additional Options (the “Additional Options”) to acquire Fifty Thousand (50,000) restricted shares of its common stock. This clause survives the termination of the Consulting Agreement such that the Company will remain obligated to issue to Consultant the Additional Options if and when the Company meets the transaction generation test set forth in the first sentence of this subsection.
Grant Conditions a. The obligation of PFDR to make the Equity Grant pursuant to this Equity Grant Agreement is subject to the following conditions:
(i) PFDR’s listing application with The Nasdaq Stock Market (“Nasdaq”) in connection with the transactions contemplated by this Equity Grant Agreement shall have been conditionally approved and, immediately following the consummation of the Transaction, PFDR’s common stock shall have been approved for issuance on Nasdaq, subject only to official notice of issuance thereof and no suspension of the qualification of the Shares for offering or trading in any jurisdiction, or initiation or written threat of any proceedings for any of such purposes, shall have occurred and be continuing;
(ii) the Grantee shall have fully funded the VLN Commitment, subject to the terms of the Note Purchase Agreement;
(iii) the Grantee or its affiliates shall have acquired $75 million of (i) PFDR’s Class A ordinary shares pursuant to the Tender Offer, (ii) common stock of PFDR (after the Domestication) pursuant to the Private Placement or (iii) a combination thereof; and
(iv) the Closing shall have been consummated.
Grant Conditions.
4.1 The Recipient acknowledges that the Funder is subject to the Grant Conditions. The Recipient agrees that it shall, and that it shall ensure that the Delivery Partners shall:
4.1.1 provide such assistance as the Funder reasonably requires to enable it to comply with the Grant Conditions;
4.1.2 not take any action, or fail to take any action that would put the Funder in breach of the requirements of the Grant Conditions (regardless of the enforceability of the Grant Conditions as between the Funder and the Lead Funder);
4.1.3 not take any action or make any omission that causes or may be likely to cause (whether on its own or as part of a series of acts or omissions committed by the Recipient and/or other parties) or contribute to the Funder to fail to meet the key performance indicators which it is subject to under the MoU;
4.1.4 not take any action or make any omission that causes or would be likely to have a negative impact on the Lead Funder’s delivery confidence assessment undertaken in accordance with the MoU;
4.1.5 comply with any processes, procedures and/or ways of working established by the Funder in relation to the Grant or the Project including in relation to information sharing and any other relevant matters in connection with the Grant or Project;
4.1.6 undertake its delivery of the Project, and ensure that any Delivery Partners undertake their duties in a manner consistent with the Code of Conduct and report any breaches or suspected breaches of the Code of Conduct to the Funder immediately on becoming aware of such breach or suspected breach;
4.1.7 comply with all rules, requirements and limitations relating to the use of the Grant set out within the MoU as if they applied directly to the Recipient. The Recipient’s attention is drawn in particular (but without limitation) to the following provisions of the MoU:
(a) clauses 25 to 38;
(b) clauses 54 to 59;
(c) clauses 60 and 61;
(d) clause 62 and 63;
(e) clause 66 and 67;
(f) clause 69;
(g) clause 73;
(h) clauses 133 to 136;
(i) clauses 185 and 186; and
(j) clauses 214 and 215.
4.1.8 Comply at all times, and ensure that each Delivery Partner complies at all times, with the Grant Conditions in its delivery of the Project.
4.2 The Recipient accepts and agrees that it shall be responsible for the acts and/or omissions of its Delivery Partners, its subcontractors and the subcontractors of its Delivery Partners as if they were the acts and/or omissions of the Recipient.
4.3 The Recipient shall...
Grant Conditions. The CITY shall: 1) Comply with all special and standard grant conditions set forth in the Attachment I and made part of this AGREEMENT; 2) Comply with Senate xxxx 9 (Ohio's homeland security and anti-terrorism legislation).
Grant Conditions. 4.2.1 Options granted to an Employee shall not be transferred to any other person.
4.2.2 No person other than the Optionee shall be entitled to Exercise the Option, save as provided in 6.6.
4.2.3 Options granted to an Employee shall not be pledged, hypothecated, mortgaged or otherwise alienated in any manner.
4.2.4 An Optionee is required to sign and return to the Company the Acceptance Letter in the prescribed form in order to be entitled to Exercise the Options Granted to him/her under this Plan.