Liquidity Event Condition Sample Clauses
Liquidity Event Condition. That number of Restricted Stock Units that shall be eligible to vest and become non-forfeitable upon the occurrence of a Liquidity Event (the “Liquidity Event Condition”) shall be determined as follows:
(a) In the event of a Liquidity Event that results from the sale, transfer or other disposition of the Initial Majority Stockholder Shares for cash, the number of Restricted Stock Units that shall be eligible to vest and become non-forfeitable shall equal the product of (i) the total number of Restricted Stock Units held by the Participant and (ii) a fraction (x) the numerator of which equals the number of the Initial Majority Stockholder Shares sold, transferred or otherwise disposed in a Liquidity Event, and (y) the denominator of which equals the total number of the Initial Majority Stockholder Shares;
(b) In the event of a Liquidity Event that results from either (1) the sale, transfer or other disposition of assets of the Company or (2) other corporate transaction, in each case in which the Majority Stockholder receives distributions of cash, the number of Restricted Stock Units that shall be eligible to vest and become non-forfeitable shall equal the product of (i) the total number of Restricted Stock Units held by the Participant and (ii) a fraction (x) the numerator of which equals the total amount of cash received by the Majority Stockholders in respect of such transaction, and (y) the denominator of which equals the Majority Stockholders’ aggregate cost basis in the Initial Majority Stockholder Shares (as determined in good faith by the Board); provided, in each case that the Participant continues to be Employed by the Company or an Affiliate on the date of such Liquidity Event. In addition to the foregoing, any outstanding Restricted Stock Units which have not satisfied the Liquidity Event Condition prior to May 31, 2016, shall be deemed to have met such Liquidity Event Condition as of such date, provided that the Participant continues to be Employed by the Company or an Affiliate on such date.
Liquidity Event Condition. The Liquidity Event Condition will be satisfied prior to the seventh (7th) anniversary of the Grant Date upon the first to occur of: (i) the declaration that an Initial Public Offering is effective and (ii) the time immediately prior to the consummation of a Change in Control. “Initial Public Offering” means the consummation of the initial underwritten registered public offering pursuant to an effective registration statement (other than on Form S-8 or a comparable form) filed with the U.S. Securities and Exchange Commission in accordance with the Securities Act after which the Company’s common equity securities will be traded on a U.S. national stock exchange or securities market, or the closing of an acquisition of the Company by a “special purpose acquisition company” whose shares are publicly traded on a U.S national stock exchange or securities market. Grantee: Date: (Signature) Company: Date: (Signature) Name: Title: