Incentive Shares. As an inducement for this investment the Company shall issue to the Holder two hundred and fifty thousand (250,000) shares. *.*.*
Incentive Shares. Under the IPO Management Agreement, the Manager was engaged to provide certain Strategic Services (as defined therein), which services included certain Pre-delivery Services as set out herein. In respect of such Strategic Services, which were subcontracted to the Advisor, the Advisor received 100 Incentive Shares having an aggregate purchase price of $1,000. The Company, the Manager and the Advisor each acknowledge that the Incentive Shares were issued to the Advisor, in part, as consideration for the provision of the Pre-Delivery Services hereunder.
Incentive Shares. (a) Any capitalized terms used in this Section 3 but not defined in this Agreement shall have the same meaning as such terms have in the Merger Agreement.
Incentive Shares. (a) All Incentive Shares shall be issued in one or more series (each, a “Series”) as shall be determined by the Board of Directors. Unless otherwise determined by the Board of Directors, each Incentive Share with a different Floor Amount shall be designated as a separate Series of Incentive Shares. All Series of Incentive Shares shall have the same rights, powers and duties as all other Series of Incentive Shares, except with respect to the right to receive distributions and related payments from the Company (which shall be determined in accordance with the applicable provisions of this Agreement) and the right to vote on matters under this Agreement. The Incentive Shares shall have the voting, distribution, liquidation and other rights as set forth in this Agreement, subject to and qualified by the rights of the holders of the Common Shares and Preferred Shares set forth in this Agreement.
(b) Except as otherwise set forth in a written agreement between the Company and such Service Provider (which shall be approved by the Board of Directors), all Incentive Shares issued to a Service Provider shall be subject to (i) forfeiture or repurchase, at the lesser of original cost or fair market value, by the Company, as the case may be, in accordance with the applicable vesting schedule and (ii) with respect to vested Incentive Shares, repurchase at fair market value by the Company upon cessation of such Service Provider’s employment or other engagement by the Company or any other Affiliate of the Company for “Cause”. The Board of Directors may require a Service Provider to execute and deliver an agreement containing, among other things, restrictions with respect to such Service Provider’s ownership of Incentive Shares and the Company’s repurchase rights as set forth herein (a “Restricted Share Agreement”) as a condition of becoming a Member or otherwise being issued any Incentive Shares. Any such Restricted Share Agreement may be executed on behalf of the Company by any Officer other than the Officer who is the Member with respect to such agreement. The execution of a Restricted Share Agreement by a Member shall constitute execution of a counterpart signature page to this Agreement (and agreement to be bound by the provisions hereof) by such Member. If a Person acquires Shares in exchange for services, whether or not the Person also makes payment of property or cash for such Shares, the Company shall adjust the Carrying Value of the Company’s assets pursuant to c...
Incentive Shares. The Advisor shall not transfer, sell or dispose of the Incentive Shares to another Person (other than to its Affiliates, an Affiliate of the Manager or members of the Existing Ownership Group) for the Term.
Incentive Shares. For the provision of the Strategic Services, the Advisor shall subscribe for, concurrently with the Public Offering, and the Company shall issue to the Advisor, 100 Incentive Shares having an aggregate purchase price of $1,000. The Advisor may dispose of, and the Company may repurchase, the Incentive Shares in accordance with Section 10.6 below.
Incentive Shares. As an inducement for this investment the Company shall issue to the Holder or its designee Five Hundred Thousand (500,000) shares.
Incentive Shares. If Participant remains an Employee through the end of the Service Period, Participant will become entitled to receive the Incentive Shares. In the event Participant terminates Employment before the end of the Service Period, Participant will be entitled to receive the number of Incentive Shares, if any, described in Section 2.3 Any portion of this Award that does not become Vested pursuant to this Agreement will be canceled and Participant will not receive any Shares or other payment with respect to such non-Vested portion of the Award.
Incentive Shares. In addition to the legends required by Section ---------------- 3.2
(a) above, the following legend shall appear on certificates representing Incentive Shares, provided, that the Company's failure to cause certificates representing Incentive Shares to bear such legend shall not affect the Company's Purchase Option described in Section 6.3: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT FOR A PERIOD OF TIME TO A PURCHASE OPTION OF THE COMPANY APPLICABLE TO "INCENTIVE SHARES" AS DESCRIBED IN THE SECURITIES TRANSFER, RECAPITALIZATION AND HOLDERS AGREEMENT BY AND AMONG THE COMPANY AND THE HOLDERS SPECIFIED THEREIN, A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.
Incentive Shares. On the Closing Date, the Company will issue to the Subscribers, an aggregate 620,000 Incentive Shares. The Incentive Shares will be fully paid and non-assessable.
