Newco Equity. In accordance with Section 9.C of this Settlement Agreement, Newco shall execute and deliver to the New VEBA counterpart signature pages to the Relevant Newco Equity Agreements, except the Equity Subscription Agreement, which was previously executed by the parties thereto (and issue, or caused to be transferred, the Newco Equity to the New VEBA pursuant to the terms and conditions of the Equity Subscription Agreement). Newco shall pay any and all documentary, stamp or similar issue taxes that may be payable with respect to its execution and delivery of counterpart signature pages to the Relevant Newco Equity Agreements (or the issuance or transfer of the Newco Equity to the New VEBA pursuant to the terms and conditions of the Equity Subscription Agreement). Newco represents and warrants that its execution and delivery of counterpart signature pages to the Relevant Newco Equity Agreements (and the issuance or transfer of the Newco Equity to the New VEBA pursuant to the terms and conditions of the Equity Subscription Agreement) in accordance with this Settlement Agreement will not conflict with or constitute a breach or default under any law or contractual obligation by which Newco is bound or to which it or its property is subject; and Newco will not take any action prior to its execution and delivery of counterpart signature pages to the Relevant Newco Equity Agreements (or the issuance or transfer of the Newco Equity to the New VEBA pursuant to the terms and conditions of the Equity Subscription Agreement) that would render Newco unable to so execute and deliver such agreements (or issue, or caused to be transferred, the Newco Equity to the New VEBA pursuant to the terms and conditions of the Equity Subscription Agreement), or result in any such breach or default occurring as a result of such execution and delivery of such agreements (or such issuance or transfer of the Newco Equity to the New VEBA).
Newco Equity. Subject to the consummation of the Transaction and approval of the applicable governing body of NewCo, you will be eligible to participate in an equity or other long-term incentive plan or similar arrangement to be established by NewCo, subject to the terms of such plan or arrangement and any award agreement or other documentation thereunder (the “LTIP”). The amounts, timing, and terms and conditions of awards to be granted (if any) under the LTIP shall be determined from time to time by the applicable governing body of NewCo. For the avoidance of doubt, to the extent the Transaction is not consummated, this Section 3(c) shall be of no force or effect.
Newco Equity. Evidence of the issuance of the Newco Equity, free and clear of all Liens, to Seller, in such form and substance reasonably requested by Seller, together with evidence reasonably satisfactory to Seller that Seller or its nominee has been entered upon the books of Newco as the holder of the Newco Equity.
Newco Equity. The term “Newco Equity” shall mean that number of Class A Membership Interests to be issued to the New VEBA pursuant to the terms and conditions of the Equity Subscription Agreement.
