Issuance of Incentive Shares Sample Clauses

Issuance of Incentive Shares. In addition to the compensation and benefits set forth in Section 2 hereof, the Company shall issue to Executive Incentive Shares in accordance with the terms and conditions of this Section 4.
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Issuance of Incentive Shares. (a) No later than the fortieth (40ot ) Business Day of each calendar year following a Measurement Period, the Company shall issue (each such date of issuance, a "Class B Issuance Date") an additional number of Class B Common Interests equal to Mpercent a%) of the amount of Class B Common Interests issued and outstanding immediately prior to such Class B Issuance Date and owned by the Founding Firms (excluding any Incentive Shares in the Unearned Class B Shares Pool) (the Class B Common Interests issued on each such datc, the "Annual Incentive Shares" and all such Class B Common Interests issued on all such Class B Issuance Dates, the "Incentive Shares"); ovded that, with respect to any Class B Issuance Date following the A&R Member A reement Effective Date, if each Founding Firm has achieved a percentage of at least 6"percent U%) of its Individual Target with respect to the applicable Measurement Period, no Annual Incentive Shares shall be issued in respect of such Measurement Period on such Class B Issuance Date. The Board may, by a Supermajority Vote, approve additional Class B Issuance Dates, provided that no such additional Class B Issuance Date shall occur earlier than the calendar year anniversary of the immediately preceding Class B Issuance Date. (b) Any issuances of Incentive Shares .pursuant to this Section 2.1 shall not affect the Aggregate Class A Economic Allocation, Aggregate Class A Voting Allocation, Aggregate Class B Economic Allocation, Aggregate Class B Voting Allocation or the Preferred Interest. (c) On each Class B Issuance Date. each Fouiidinu Firmn that exceeds p~ercenlt U0,6) of its Individual Target foi the Measurement Period immediately pr~eceii Ygsicli Class B Issuance Date shall receive. for no additional consideration, (A) a numnber of incentive Shares equal to the product of (i) the mnmber of Annual Incentive Shares issued on such Class B Issuance Date mlilied by (11) such Foundling Firm's C'lass B Incentive Share Interest 111 (B) such Founding Firm11's Annual Reallocation Share Entitlelmnt provided that a Founding Firn that is unable to receive its Annual Reallocation Share Entitlement pursuant to Section 4.9 of the LLC Agreement shall. to the extent permnitted under applicable Law, direct the allocation of such Annual Reallocation Share Entitlement and, if such Founding, Firmi mnay not so direct such allocation, such Annual Reallocation Share Entitlement shall be allocated or otherwise disposed of as deterinied by a Supernna...
Sample 1
Issuance of Incentive Shares. Contemporaneously with the execution and delivery of this Agreement, the Company shall issue and deliver to Satellite a certificate representing the Incentive Shares, all of which will be fully paid and validly issued.
Sample 1
Issuance of Incentive Shares. (1) If the Company achieves or exceeds the Targeted After- Tax Profit of the 2007 financial year (as defined in Article 2), the Executives or the persons designated by the Executives shall receive, and AAAC shall issue and deliver, two million (2,000,000) shares of the Company's common stock to the Executives within 30 days following the date of filing of the audit of financial statement for the 2007 financial year, with no consideration paid by the Executives ("Incentive Shares"); (2) The Executives may distribute the Incentive Shares among them at their sole discretion; (3) In the event that the Company does not achieve the Targeted After-Tax Profit for the 2007 financial year, the Company shall not issue any common stock to the Executive with no consideration.
Sample 1
Issuance of Incentive Shares. In connection with the Conversion, the Company shall issue to each Holder Incentive Shares, the number of which shall be determined for each Holder as follows: the difference between (i) the number of shares of Common Stock issued pursuant to the terms of each such Holder’s Debenture and (ii) the number of shares of Common Stock that would be issuable if the conversion price set forth in each such Holder’s Debenture was equal to the closing bid price per share of Common Stock as reported on the Nasdaq Capital Market in the normal trading session immediately preceding the time at which the Conversion is effected. The Incentive Shares shall not be registered under the Securities Act of 1933, as amended (the “Act”), or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (a) subsequently registered thereunder, (b) such Holder shall have delivered to the Company (if requested by the Company) an opinion of counsel to such Holder, in a form reasonably acceptable to the Company, to the effect that such Incentive Shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (c) such Holder provides the Company with reasonable assurance that such Incentive Shares can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Act (or a successor rule thereto).
Sample 1
Issuance of Incentive Shares. Subject to the terms and conditions of this Agreement, the Company shall issue 670,801 shares of the Company’s Class A common stock, $0.00001 par value per share (the “Class A Common Stock”) of the Company (the “Incentive Shares”) as partial compensation for Purchaser’s performance under, and in accordance with the terms of, that Certain Management Services Agreement dated of even date herewith by and between Purchaser and Company (the “Management Agreement”).
Sample 1
Issuance of Incentive Shares. In order to further induce the Buyers to purchase the Notes, each Buyer shall receive shares of the Company’s common stock (“Shares”) in an amount calculated as follows: A = (B ÷ C) X D with: A = the number of Shares to be received by the Buyer B = the Buyer’s Subscription Amount C = $300,000 D = 30,000
Sample 1
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Related to Issuance of Incentive Shares

  • Issuance of Restricted Shares The Restricted Shares shall be issued upon acceptance hereof by Employee and upon satisfaction of the conditions of this Agreement.

  • Issuance of Restricted Stock On the date hereof the Company issues to the Participant the Restricted Stock subject to the Restrictions and other conditions set forth in this Award Agreement. The Company shall cause the Restricted Stock to be issued in the name of the Participant or held in book entry form, but if a stock certificate is issued it shall be delivered to and held in custody by the Company until the Restrictions lapse or such Restricted Stock is forfeited. As a further condition to the Company’s obligations under this Award Agreement, the Participant’s spouse, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit A.

  • Issuance of Shares of Stock As soon as practicable following each Vesting Date (but in no event later than two and one-half months after the end of the year in which the Vesting Date occurs), the Company shall issue to the Grantee the number of shares of Stock equal to the aggregate number of Restricted Stock Units that have vested pursuant to Paragraph 2 of this Agreement on such date and the Grantee shall thereafter have all the rights of a stockholder of the Company with respect to such shares.

  • Issuance of Shares of Common Stock As soon as practicable upon the occurrence of an Exchange Event, the Company shall direct holders of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive.

  • Issuance of Common Shares (a) Upon the expiration of the Vesting Period without forfeiture, the Company shall cause a certificate or certificates to be issued to the Director for the Reelection Grant Shares. Common Shares issued pursuant to this Agreement which have not been registered with the Securities and Exchange Commission, if any, shall bear a legend substantially as follows: (b) The Company shall not be required to transfer or deliver any certificate or certificates for Common Shares under this Agreement: (i) until after compliance with all then applicable requirements of law; and (ii) prior to admission of the Common Shares to listing on any stock exchange on which the Common Shares may then be listed. In no event shall the Company be required to issue fractional shares to the Director or his or her successor.

  • Issuance of Ordinary Shares on Exercise As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder of such Warrant a book-entry position or certificate, as applicable, for the number of Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it on the register of members of the Company, and if such Warrant shall not have been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver any Ordinary Shares pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the Ordinary Shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations under Section 7.4 or a valid exemption from registration is available. No Warrant shall be exercisable and the Company shall not be obligated to issue Ordinary Shares upon exercise of a Warrant unless the Ordinary Shares issuable upon such Warrant exercise have been registered, qualified or deemed to be exempt from registration or qualification under the securities laws of the state of residence of the Registered Holder of the Warrants. Subject to Section 4.6 of this Agreement, a Registered Holder of Warrants may exercise its Warrants only for a whole number of Ordinary Shares. The Company may require holders of Public Warrants to settle the Warrant on a “cashless basis” pursuant to Section 7.4. If, by reason of any exercise of Warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in an Ordinary Share, the Company shall round down to the nearest whole number, the number of Ordinary Shares to be issued to such holder.

  • Exercise of Repurchase Option The Repurchase Option shall be exercised by written notice signed by an officer of the Company or by any assignee or assignees of the Company and delivered or mailed as provided in Section 17(a). Such notice shall identify the number of shares of Stock to be purchased and shall notify Purchaser of the time, place and date for settlement of such purchase, which shall be scheduled by the Company within the term of the Repurchase Option set forth in Section 2(a) above. The Company shall be entitled to pay for any shares of Stock purchased pursuant to its Repurchase Option, at the Company's option, in cash or by offset against any indebtedness owing to the Company by Purchaser, or by a combination of both. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Stock being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the Stock being repurchased by the Company, without further action by Purchaser.

  • Issuance and Repurchase of Shares The Trustees shall have the power to authorize the Trust to issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell, reissue, dispose of, transfer, and otherwise deal in Shares and in any options, warrants or other rights to purchase Shares or any other interests in the Trust other than Shares.

  • Issuance of Shares The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.

  • Rights as Shareholder; Dividend Equivalents 6.1 The Participant shall not have any rights of a shareholder with respect to the Common Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units vest and are settled by the issuance of such Common Shares. Upon and following the settlement of the Restricted Stock Units, the Participant shall be the record owner of the Common Shares underlying the Restricted Stock Units unless and until such shares are sold or otherwise disposed of, and as record owner shall be entitled to all rights of a shareholder of the Company (including voting rights). 6.2 In the event that the Company pays any cash dividends on its Common Shares between the Grant Date and the date when the Restricted Stock Units are settled in accordance with Section 7 hereof or are forfeited, the Participant’s Account shall be credited on the date such dividend is paid to shareholders with an amount equal to all cash dividends that would have been paid to the Participant if one Common Share had been issued on the Grant Date for each Restricted Stock Unit granted to the Participant (“Dividend Equivalents”). Dividend Equivalents shall be credited to the Participant’s Account and interest may be credited on the amount of cash Dividend Equivalents credited to the Participant’s Account at a rate and subject to such terms as determined by the Committee. Dividend Equivalents credited to the Participant’s Account shall be subject to the same vesting and other restrictions as the Restricted Stock Units to which they are attributable and shall be paid on the same date that the Restricted Stock Units to which they are attributable are settled in accordance with Section 7 hereof. Dividend Equivalents credited to the Participant’s Account shall be distributed in cash or, at the discretion of the Committee, in Common Shares having a Fair Market Value equal to the amount of the Dividend Equivalents and interest, if any. Any accumulated and unpaid Dividend Equivalents attributable to Restricted Stock Units that are cancelled will not be paid and will be immediately forfeited upon cancellation of the Restricted Stock Units.

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