Issuances Upon Satisfaction of First and Second Management Incentive Targets Sample Clauses

Issuances Upon Satisfaction of First and Second Management Incentive Targets. “If and when the Company has met both the First Management Incentive Target and the Second Management Incentive Target hereto on the respective dates specified next to each such Management Incentive Target in the Management Incentive Target Schedule, the Company shall be entitled to issue to the employees, officers or directors of the Company, in addition to anything issued pursuant to Section 30(a) hereof, 49,951,714 shares of Common Stock (the “Second Incentive Common Stock Grant”), subject to such conditions and vesting schedule as the Company may, in its reasonable discretion, impose on the Second Incentive Grant Amount; provided, however, that in no event shall such grant occur later than six (6) months after the date that the Company meets the Second Management Incentive Target (the “Latest Second Grant Date”). In lieu of the Second Incentive Common Stock Grant, the Company shall be entitled to instead grant to such employees, officers and directors any combination of the following (the “Substitution Second Incentive Grant”), so long as the economic value of such Substitution Second Incentive Grant is equal to the value of the Second Incentive Common Stock Grant had it had been granted on such date and subject to similar conditions: (i) 49,951,714 shares of Series A Preferred Stock; or (ii)(A) options to acquire, at fair market value on the date of grant, up to 49,951,714 shares of Common Stock, Series A Preferred Stock or a combination of shares of Common Stock and Series A Preferred Stock; and (B) an amount of cash or shares of Common Stock or Series A Preferred Stock (or any combination thereof) with a fair market value equal to the fair market value of the Second Incentive Common Stock Grant on such date. Any Substitution Second Incentive Grant may be subject to such conditions and vesting schedule as the Company may, in its reasonable discretion, impose on the Substitution Second Incentive Grant; provided, however, that in no event shall such grant occur later than the Latest Second Incentive Grant Date].”
Sample 1
AutoNDA by SimpleDocs
Issuances Upon Satisfaction of First and Second Management Incentive Targets. If and when the Company has met both the First Management Incentive Target and the Second Management Incentive Target hereto on the respective Target Dates specified next to each such Management Incentive Target in the Management Incentive Target Schedule, the Company shall be entitled, as of the applicable Award Date specified on the Management Incentive Target Schedule, to issue a number of warrants (the “Second Management Pxxxx Warrants”) to the employees, officers or directors of the Company equal to 5% of the fully diluted number of shares of common stock of the Company as of the Target Date for the Second Management Incentive Target, having an exercise price of $0.01, which warrants shall be in the same form as the Warrants of the Existing Holders (as amended).
Sample 1
Issuances Upon Satisfaction of First and Second Management Incentive Targets. “If and when the Company has met both the First Management Incentive Target and the Second Management Incentive Target hereto on the respective dates specified next to each such Management Incentive Target in the Management Incentive Target Schedule, the Company shall be entitled to issue to the employees, officers or directors of the Company, in addition to anything issued pursuant to Section 30(a) hereof, 49,951,714 shares of Common Stock, as adjusted to reflect any stock dividend, stock split, reverse stock split or recapitalization of the Company’s Common Stock (the “Second Incentive Common Stock Grant”), subject to such conditions and vesting schedule as the Company may, in its reasonable discretion, impose on the Second Incentive Grant Amount; provided, however, that in no event shall such grant occur later than six (6) months after the date that the Company meets the Second Management Incentive Target (the “Latest Second Grant Date”). In lieu of the Second Incentive Common Stock Grant, the Company shall be entitled to instead grant to such employees, officers and directors any combination of the following (the “Substitution Second Incentive Grant”), so long as the economic value of such Substitution Second Incentive Grant is equal to the value of the Second Incentive Common Stock Grant had it had been granted on such date and subject to similar conditions: (i) shares of Series A Preferred Stock convertible into 49,951,714 shares of Common Stock, as adjusted to reflect any stock dividend, stock split, reverse stock split or recapitalization of the Company’s Common Stock; or (ii)(A) options to acquire, at fair market value on the date of grant, up to 49,951,714 shares of Common Stock, shares of Series A Preferred Stock convertible into 49,951,714 shares of Common Stock or a combination of such shares of Common Stock and Series A Preferred Stock, in each case, as adjusted to reflect any stock dividend, stock split, reverse stock split or recapitalization of the Company’s Common Stock; and (B) shares of Common Stock or Series A Preferred Stock (or any combination thereof) with a fair market value equal to the fair market value of the Second Incentive Common Stock Grant on such date. Any Substitution Second Incentive Grant may be subject to such conditions and vesting schedule as the Company may, in its reasonable discretion, impose on the Substitution Second Incentive Grant; provided, however, that in no event shall such grant occur later than the Lates...
Sample 1

Related to Issuances Upon Satisfaction of First and Second Management Incentive Targets

  • Purchase of Notes upon a Change of Control (a) If a Change of Control shall occur at any time, then each Holder of Notes shall have the right to require that the Company purchase such Holder’s Notes in whole or in part (equal to $2,000 or an integral multiple of $1,000 in excess thereof), at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (the “Change of Control Purchase Date”), pursuant to the offer described in subsection (b) of this Section (the “Change of Control Offer”) and in accordance with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2.

  • Preservation of Purchase Rights Upon Merger, Consolidation, etc In case of any consolidation of the Company with or merger of the Company into another corporation or in case of any sale, transfer or lease to another corporation of all or substantially all of the property of the Company, the Company or such successor or purchasing corporation, as the case may be, shall execute with the Warrantholders an agreement that the Warrantholders shall have the right thereafter upon payment of the Exercise Price in effect immediately prior to such action to purchase upon exercise of this Warrant the kind and amount of shares and other securities and property which such holder would have owned or have been entitled to receive after the happening of such consolidation, merger, sale, transfer or lease had this Warrant been exercised immediately prior to such action; PROVIDED, HOWEVER, that no adjustment in respect of cash dividends, interest or other income on or from such shares or other securities and property shall be made during the term of this Warrant or upon the exercise of this Warrant. Such agreement shall provide for adjustments, which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 5. The provisions of this Section 5 shall apply similarly to successive consolidations, mergers, sales, transfers or leases.

  • Acknowledgement of Discretionary Nature of the Plan; No Vested Rights By accepting the Restricted Stock Units, the Participant consents to participation in the Plan and acknowledges receipt of a copy of the Plan. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion granted Restricted Stock Units under the Plan to individuals who may be Participants of the Company or its subsidiaries throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any of its subsidiaries on an ongoing basis. Consequently, the Participant understands that the Restricted Stock Units are granted on the assumption and condition that the Restricted Stock Units and the Shares acquired upon settlement of the Restricted Stock Units shall not become a part of any employment contract (either with the Company or any of its subsidiaries) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Participant understands that this grant would not be made to the Participant but for the assumptions and conditions referenced above; thus, the Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason the Restricted Stock Units shall be null and void. The Participant understands and agrees that, as a condition of the Restricted Stock Units, unless otherwise provided in Section 4 (Termination of Employment) of the Agreement, any unvested Restricted Stock Units as of the date the Participant ceases active employment will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of employment or service. The Participant acknowledges that the Participant has read and specifically accepts the conditions referred to in the Agreement regarding the impact of a termination on the Restricted Stock Units.

  • Repurchase of Notes at the Option of the Holders upon Change of Control and Asset Sales Upon the occurrence of a Change of Control, each holder shall have the right, subject to certain conditions specified in the Indenture, to cause the Issuer to repurchase all or any part of such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of the holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), as provided in, and subject to the terms of, the Indenture. In accordance with Section 4.06 of the Indenture, the Issuer will be required to offer to purchase Notes upon the occurrence of certain events.

  • Repurchase of Notes Upon a Change of Control Not later than 30 days following a Change of Control, the Company will make an Offer to Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount plus accrued interest to the date of purchase.

  • PAYMENTS UPON A CHANGE IN CONTROL (a) The term “

  • Treatment of Warrant Upon Acquisition of Company (a) For the purpose of this Warrant, “Acquisition” means any transaction or series of related transactions involving: (i) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company (ii) any merger or consolidation of the Company into or with another person or entity (other than a merger or consolidation effected exclusively to change the Company’s domicile), or any other corporate reorganization, in which the stockholders of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority of the Company’s (or the surviving or successor entity’s) outstanding voting power immediately after such merger, consolidation or reorganization; or (iii) any sale or other transfer by the stockholders of the Company of shares representing at least a majority of the Company’s then-total outstanding combined voting power.

  • Split-ups and Combinations of Receipts; Surrender of Receipts and Withdrawal of Stock Upon surrender of a Receipt or Receipts at the Depositary’s Office or at such other offices as it may designate for the purpose of effecting a split-up or combination of such Receipt or Receipts, and subject to the terms and conditions of this Deposit Agreement, the Depositary shall execute and deliver a new Receipt or Receipts in the authorized denomination or denominations requested, evidencing the aggregate number of Depositary Shares evidenced by the Receipt or Receipts surrendered; provided, however, that the Depositary shall not issue any Receipt evidencing a fractional Depositary Share. Any holder of a Receipt or Receipts representing any number of whole shares of Stock may (unless the related Depositary Shares have previously been called for redemption) withdraw the Stock and all money and other property, if any, represented thereby by surrendering such Receipt or Receipts at the Depositary’s Office or at such other offices as the Depositary may designate for such withdrawals and paying any unpaid amount due the Depositary. Thereafter, without unreasonable delay, the Depositary shall deliver to such holder or to the person or persons designated by such holder as hereinafter provided, the number of whole shares of Stock and all money and other property, if any, represented by the Receipt or Receipts so surrendered for withdrawal, but holders of such whole shares of Stock will not thereafter be entitled to deposit such Stock hereunder or to receive Depositary Shares therefor. If a Receipt delivered by the holder to the Depositary in connection with such withdrawal shall evidence a number of Depositary Shares in excess of the number of Depositary Shares representing the number of whole shares of Stock to be so withdrawn, the Depositary shall at the same time, in addition to such number of whole shares of Stock and such money and other property, if any, to be so withdrawn, deliver to such holder, or upon his order, a new Receipt evidencing such excess number of Depositary Shares; provided, however, that the Depositary shall not issue any Receipt evidencing a fractional Depositary Share. Delivery of the Stock and money and other property being withdrawn may be made by the delivery of such certificates, documents of title and other instruments as the Depositary may deem appropriate which, if required by the Depositary, shall be properly endorsed or accompanied by proper instruments of transfer. If the Stock and the money and other property being withdrawn are to be delivered to a person or persons other than the record holder of the Receipt or Receipts being surrendered for withdrawal of Stock, such holders shall execute and deliver to the Depositary a written order so directing the Depositary and the Depositary may require that the Receipt or Receipts surrendered by such holder for withdrawal of such shares of Stock be properly endorsed in blank or accompanied by a properly executed instrument of transfer in blank. Delivery of the Stock and the money and other property, if any, represented by Receipts surrendered for withdrawal shall be made by the Depositary at the Depositary’s Office, except that, at the request, risk and expense of the holder surrendering such Receipt or Receipts and for the account of the holder thereof, such delivery may be made at such other place as may be designated by such holder.

  • Adjustment of Number of Optioned Shares and Related Matters The number of shares of Common Stock covered by the Stock Option, and the Option Prices thereof, shall be subject to adjustment in accordance with Articles 11 - 13 of the Plan.

  • PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL (a) Upon the occurrence of a Change in Control of the Bank or the Company (as herein defined) followed at any time during the term of this Agreement by the voluntary or involuntary termination of the Executive’s employment, other than for Cause, as defined in Section 2(c) hereof, the provisions of Section 3 shall apply. Upon the occurrence of a Change in Control, the Executive shall have the right to elect to voluntarily terminate his employment at any time during the term of this Agreement following any demotion, loss of title, office or significant authority, reduction in his annual compensation or benefits, or relocation of his principal place of employment by more than 30 miles from its location immediately prior to the Change in Control.

Time is Money Join Law Insider Premium to draft better contracts faster.