No Rights as a Stockholder; Spin-Off Participation Sample Clauses

No Rights as a Stockholder; Spin-Off Participation. (a) The Participant shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any share of Common Stock subject to the RSU Award, including but not limited to voting rights and rights to dividends and distributions that may become payable to the holders of Common Stock, prior to the time that (i) all vesting conditions set forth in the Grant Notice and this RSU Agreement have been satisfied (i.e., satisfaction of the required period of Continuous Service), (ii) such share of Common Stock has been issued by the Company, and (iii) such issuance of the share of Common Stock subject to the RSU Award has been entered into the books and records of the Company, unless expressly provided herein. Except as provided in Section 3.6(b) below, no dividends, distributions or dividend equivalents shall be credited in respect of shares of Common Stock covered by the RSU Award until the time that such shares of Common Stock have been issued and such issuance has been entered into the books and records of the Company. (b) In the event that the holders of shares of Common Stock receive as a dividend securities of a subsidiary of the Company (such entity, “SpinCo”) in a spin-off of all or substantially all of the equity securities of SpinCo held directly or indirectly by the Company (a “Spin-Off”), then the Participant shall be eligible to receive a number of shares of restricted common stock of SpinCo equal to (i) the number of shares of Common Stock subject to the portion of the RSU Award that has vested based on Continuous Service as of the effective date of the Spin- Off, multiplied by (ii) the number of securities of SpinCo that a holder of one share of Common Stock will receives in the Spin-Off (such restricted common stock of SpinCo, the “SpinCo Restricted Shares”). None of the Company, SpinCo or any other person shall have any obligation to settle the SpinCo Restricted Shares until the tax withholding obligations of the Company and/or SpinCo have been satisfied by the Participant. Notwithstanding the foregoing, the Company may, in its sole discretion, determine to provide, or cause to have provided, other equity securities or derivative securities of SpinCo of equivalent value (as determined by the Board) in lieu of the SpinCo Restricted Shares at the time of the Spin-Off. If the Company so determines, references in this RSU Agreement to SpinCo Restricted Shares shall mean such other equity securities or derivative securities o...
Sample 1Sample 2
AutoNDA by SimpleDocs

Related to No Rights as a Stockholder; Spin-Off Participation

  • No Rights as a Stockholder This Warrant does not entitle the Holder to any voting rights or other rights as a stockholder of the Company, nor to any other rights whatsoever except the rights herein set forth.

  • No Rights as a Shareholder Except as otherwise provided herein, the Warrantholder will not, by virtue of ownership of the Warrant, be entitled to any rights of a shareholder of the Company but will, upon written request to the Company, be entitled to receive such quarterly or annual reports as the Company distributes to its shareholders.

  • Rights as a Stockholder The Participant shall have no rights as a stockholder with respect to any shares covered by the Option unless and until the Participant has become the holder of record of the shares, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such shares, except as otherwise specifically provided for in the Plan.

  • No Rights as Stockholder A Warrant does not entitle the Registered Holder thereof to any of the rights of a stockholder of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the election of directors of the Company or any other matter.

  • Voting Rights as a Stockholder Subject to the terms of the Insider Letter described in Section 4.4 hereof and except as herein provided, the Initial Stockholders shall retain all of their rights as stockholders of the Company during the Escrow Period, including, without limitation, the right to vote such shares.

  • No Rights as Stockholders Nothing contained in this Agreement shall be construed as conferring upon the Holders of Partnership Units any rights whatsoever as stockholders of the General Partner, including without limitation any right to receive dividends or other distributions made to stockholders of the General Partner or to vote or to consent or receive notice as stockholders in respect of any meeting of stockholders for the election of directors of the General Partner or any other matter.

  • No Rights as Stockholders; Transfer Books This Warrant does not entitle the Warrantholder to any voting rights or other rights as a stockholder of the Company prior to the date of exercise hereof. The Company will at no time close its transfer books against transfer of this Warrant in any manner which interferes with the timely exercise of this Warrant.

  • No Rights as Stockholder Until Exercise This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3.

  • Rights as a Shareholder The Optionee shall have no rights as a shareholder with respect to any shares which may be purchased by exercise of this option (including, without limitation, any rights to receive dividends or non-cash distributions with respect to such shares) unless and until a certificate representing such shares is duly issued and delivered to the Optionee. No adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued.

  • Voting Rights as a Shareholder Subject to the terms of the Insider Letters described in Section 4.4 hereof and except as herein provided, the Initial Shareholders shall retain all of their rights as shareholders of the Company during the Escrow Period, including, without limitation, the right to vote such shares.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!