Parent Equity Sample Clauses

Parent Equity. The Parent will grant Executive the following equity awards (the “Equity Awards”):
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Parent Equity. At the Closing of the Purchase Agreement, Parent and Buyer shall take all action necessary to provide that the equity of Parent held by Buyer or one of its Affiliates shall be redeemed or otherwise cancelled without the payment of any consideration by Parent.
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Parent Equity. (i) As soon as practical following the Commencement Date, Employee shall be offered the opportunity to purchase a number of Class A Units (as defined in the LLC Agreement) with a value between $300,000 and $500,000. Such purchase shall be subject to the execution of certain documentation delivered to Employee prior to the closing date of such purchase, including, without limitation, a joinder or similar agreement causing Employee to become subject to the terms and conditions of the LLC Agreement. (ii) As soon as practical following the Commencement Date, Employee shall be granted 1,517 Profits Units (as defined in the LLC Agreement), which shall be evidenced by, and subject to a Profit Unit Grant Agreement, substantially in the form attached hereto as Exhibit A.
Sample 1
Parent Equity. On, or within (30) days following commencement date, the Company shall grant the Executive equity in the Company’s parent company, Harmony Biosciences Holdings, Inc. (“Parent”) in the form of (a) 60,000 Restricted Stock Units (RSUs) (the “Initial RSU Award”), and (b) 230,000 stock options for Parent common stock with an exercise price equal to the fair market value of a share of Parent’s common stock on the grant date (the Initial Option Award”), with both (a) and (b) subject to the terms of the Harmony Biosciences Holdings, Inc. 2020 Incentive Award Plan (the “Plan”); provided, however, (i) fifty percent (50%) of the Initial RSU Award shall vest on the second anniversary of the Commencement Date and twenty-five percent (25%) of the Initial RSU Award shall vest on each of the two following anniversaries of the Commencement Date; and (ii) fifty percent (50%) of the Initial Option Award shall vest on the second anniversary of the Commencement Date and the remaining Options shall vest in substantially equal monthly installments on each subsequent monthly anniversary of the Commencement Date.
Sample 1
Parent Equity. Pursuant to the Prior Employment Agreement, and subject to the Executive’s stock option agreement approved by the Board (the “Stock Option Agreement”), the Executive was granted a nonqualified stock option (the “Stock Option”) under that certain Equity Incentive Plan of the Parent (the “Plan”) to purchase shares of common stock of the Parent at a per share exercise price equal to or greater than the fair market value per share of common stock of the Parent as of the date of grant, as determined by the Board (in accordance with Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”)). The Stock Option shall continue to time vest as to 20% of the shares of common stock subject to the Stock Option on each of the first five anniversaries of the grant date, provided that the Executive remains employed by the Company through each such anniversary date, shall become fully vested as provided for in the Plan upon the consummation of a Change in Control (as defined in the Plan) (provided that the Executive remains employed by the Company through the date of consummation of such Change in Control) and shall otherwise be subject to the terms of the Stock Option Agreement described above and the Plan (which Plan shall have a ten year term, unless the Board terminates the Plan early as permitted in the Plan, in which case the Stock Option, if still outstanding as of such termination, shall expressly survive such termination and remain outstanding in accordance with the terms of the Plan, the Stock Option Agreement and this Agreement thereafter), including, but not limited to, the termination, forfeiture, repurchase and change of control provisions contained therein.
Sample 1
Parent Equity. (i) At the Closing and in full satisfaction and settlement of all outstanding indebtedness of each holder of bridge debt of the Company set forth on Schedule 1.5(a) (the "Bridge Debtholders"), Parent shall issue to each Bridge Debtholder and each Bridge Debtholder shall accept that number of Units of Parent set forth opposite such Bridge Debtholders' name on Schedule 1.5(a) (as updated through the Closing Date). The Bridge Debtholders shall advance sufficient additional Bridge Debt (the "Additional Bridge Debt"), following execution of this Agreement, such that the Additional Bridge Debt, when combined with the Company's cash balances as of the Closing Date, will be sufficient to pay the aggregate amount of all fees, costs and expenses which were incurred in connection with the transactions contemplated by this Agreement and paid or payable by the Company to (1) the Company's legal and accounting advisors, and (2) the Bridge Debtholders' legal advisors; provided, however, that any fees incurred by or on behalf of the Company under clause (1) in excess of $100,000 and under clause (2) in excess of $15,000 shall be borne exclusively by the stockholders of the Company and/or the Bridge Debtholders, as the case may be, and such that the Company's representation and warranty in the last sentence of Section 2.11(d) is accurate. The Company's cash balances shall be exhausted before any such Additional Bridge Debt is advanced. The aggregate base value of the Units to be issued to the Bridge Debtholders under this Section 1.5(a)(i) shall be increased by that number of Units which is equal in value to any such
Sample 1
Parent Equity. Cause Parent after the Closing Date, but not later than December 31, 2018, to receive at least Fifty Million Dollars ($50,000,000) from the sale or issuance of its equity.
Sample 1
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Parent Equity. (i) As soon as practical following the Commencement Date, Employee shall be required to purchase at least $300,000 worth of Class A Units (as defined in the LLC Agreement). Such purchase shall be subject to the execution of certain documentation delivered to Employee prior to the closing date of such purchase, including, without limitation, a joinder or similar agreement causing Employee to become subject to the terms and conditions of the LLC Agreement. (ii) As soon as practical following the Commencement Date, Employee shall be granted 2,250 Profits Units (as defined in the LLC Agreement), one-half of which will be subject to time based vesting and one-half of which shall be subject to performance based vesting, and which shall be evidenced by, and subject to a Profit Unit Grant Agreement, substantially in the form attached hereto as Exhibit A (the “Grant Agreement”). (iii) In addition to the Class A Units and Profits Units described above, on the Commencement Date, Employee shall be granted a phantom interest (the “Phantom Interest”), which shall represent the notional right in 1,300 Class A Units. The Phantom Interest shall initially be unvested, and shall vest on the earlier to occur of a Change in Control (as defined in the Grant Agreement) or an IPO (as defined in the LLC Agreement) (in either case, a “Liquidity Event”), subject to Employee’s continuous employment with the Company through the date of such applicable event. The Phantom Interest shall settle in cash or in Class A Units (or such other equity that the Class A Units may convert into), as may be determined by the Board at the time of settlement, as soon as practical following a Liquidity Event, but in no event later than the date that is 21/2 months following the last day of the fiscal year in which the Liquidity Event occurred; provided, however, that settlement of the Phantom Interest in Class A Units (or such other equity that the Class A Units may convert into) shall be limited such that the Permitted Percentage (as defined in the LLC Agreement) shall not be exceeded.
Sample 1

Related to Parent Equity

  • Parent Common Stock At and after the Effective Time, each share of Parent Common Stock issued and outstanding immediately prior to the Effective Time shall remain an issued and outstanding share of common stock of the Surviving Corporation and shall not be affected by the Merger.

  • Company Capital Stock “Company Capital Stock” shall mean the Company Common Stock and the Company Preferred Stock.

  • Subsequent Equity Issuances The Company shall not deliver any Sales Notice hereunder (and any Sales Notice previously delivered shall not apply during such three Business Days) for at least three (3) Business Days prior to any date on which the Company or any Subsidiary offers, sells, issues, contracts to sell, contracts to issue or otherwise disposes of, directly or indirectly, any other shares of Common Stock or any Common Stock Equivalents (other than the Shares), subject to Manager’s right to waive this obligation, provided that, without compliance with the foregoing obligation, the Company may issue and sell Common Stock pursuant to any employee equity plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the Execution Time and the Company may issue Common Stock issuable upon the conversion or exercise of Common Stock Equivalents outstanding at the Execution Time.

  • Subsequent Equity Sales If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents, at an effective price per share less than the Exercise Price then in effect (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is less than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance at such effective price), then simultaneously with the consummation of each Dilutive Issuance the Exercise Price shall be reduced and only reduced to equal the Base Share Price and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no adjustments shall be made, paid or issued under this Section 3(b) in respect of an Exempt Issuance. The Company shall notify the Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(b), upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise. If the Company enters into a Variable Rate Transaction, despite the prohibition thereon in the Purchase Agreement, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion or exercise price at which such securities may be converted or exercised

  • Equity Consideration (a) The Equity Consideration (collectively, the “Buyer Parent Securities”) are or shall be restricted securities and have not been registered for resale under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be sold, transferred, hypothecated, or assigned by any of the Seller in the absence of a registration statement covering such Buyer Parent Securities that has been declared effective by the Securities and Exchange Commission (“SEC”) or the availability of an applicable exemption therefrom. For clarity, other than the Lock-up Agreement, there are no separate restrictions other than the stock having been issued in a private transaction, thereby making the shares restricted for Rule 144 purposes. If the Buyer Parent lists its shares on any public exchange, at Seller’s election, Buyer shall: (i) if registration occurs after the First Closing, ensure Seller’s Equity Consideration is registered, or (ii) if registration occurs before the First Closing, pay the Equity Consideration in registered shares. (b) The Seller is a knowledgeable, sophisticated, and experienced investor and has sufficient knowledge and experience in evaluating and making, and is qualified to evaluate and make, decisions with respect to private investments in and dispositions of securities, including investments in and dispositions of securities issued by Buyer Parent and Persons engaged in similar activities, and is capable of evaluating the risks and merits associated with the Buyer Parent Securities. (c) The Seller is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act. (d) The Seller has had the opportunity to seek independent legal, investment, and tax advice in connection with such Seller’s decision to acquire its share of the Buyer Parent Securities. (e) The Seller is acquiring the Buyer Parent Securities for investment purposes only and not with a view toward the immediate resale or distribution thereof. The Seller acknowledges that, as a result of the substantial restrictions on the transferability of its share of Buyer Parent Securities, such Seller will be required to bear the financial risks of an investment in such capital stock for an indefinite period of time. (f) The Seller has reviewed the reports filed with the SEC by Bxxxx Xxxxxx and has received and reviewed a draft of Buyer Parent’s Form 1-K for fiscal year 2019, to be filed with the SEC pending completion of the Company’s audit procedures. The Seller understands the risks of its investment in Buyer Parent. The Seller acknowledges and agrees that it has had sufficient time and opportunity to ask questions and receive answers from Buyer Parent concerning the terms of the issuance of Buyer Parent Securities pursuant to this Agreement and to obtain any additional information required by or pursuant to the Securities Act.

  • Company Capitalization (a) The authorized capital stock of the Company consists of (i) 300,000,000 shares of Company Common Stock, and (ii) 20,000,000 shares of Company Preferred Stock. As of the close of business in New York City on August 13, 2010 (the “Capitalization Date”): (A) 62,828,936 shares of Company Common Stock were issued and outstanding, (B) no shares of Company Preferred Stock were issued and outstanding, and (C) no shares of Company Capital Stock were held by the Company as treasury shares. All outstanding shares of Company Common Stock are validly issued, fully paid and nonassessable and free of any preemptive rights. Except as set forth above, as of the date hereof, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Stock Options or vesting and settlement of Company RSUs. (b) As of the close of business on the Capitalization Date, there were 12,345,318 shares of Company Common Stock reserved for future issuance under the Company Stock Plans and 2,898,355 shares of Company Common Stock reserved for future issuance under the Company ESPP. As of the close of business on the Capitalization Date, there were outstanding Company Options to purchase 10,925,583 shares of Company Common Stock, 1,123,294 Company RSUs and 712 Company Restricted Stock Awards and, since such date, the Company has not granted, committed to grant or otherwise created or assumed any obligation with respect to any Company Options, Company RSUs or Company Restricted Stock Awards, other than as permitted by Section 6.1(b). (c) Except as set forth in Section 4.6(c) of the Company Disclosure Letter, as of the date hereof, none of the Company or any of its Subsidiaries has any indebtedness for borrowed money other than intercompany indebtedness owed to the Company or one of its Subsidiaries. (d) Except as set forth in this Section 4.6, there are (i) no outstanding shares of capital stock of, or other equity or voting interest in, the Company, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) no outstanding options, warrants, rights or other commitments or agreements to acquire from the Company, or that obligates the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) no obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the Company Capital Stock, being referred to collectively as “Company Securities”) and (v) no other obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of any Company Securities. Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except in connection with the repurchase or acquisition of Company Common Stock pursuant to the terms of Company Stock Plans. (e) Neither the Company nor any of its Subsidiaries is a party to any agreement relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities of the Company.

  • Capital Stock Matters The Common Stock conforms in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in all material respects in the Prospectus. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

  • TRANSACTIONS IN CAPITAL STOCK Except as set forth on Schedule 5.4, the COMPANY has not acquired any COMPANY Stock since January l, 1995. Except as set forth on Schedule 5.4, (i) no option, warrant, call, conversion right or commitment of any kind exists which obligates the COMPANY to issue any of its capital stock; (ii) the COMPANY has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its equity securities or any interests therein or to pay any dividend or make any distribution in respect thereof; and (iii) neither the voting stock structure of the COMPANY nor the relative ownership of shares among any of its respective stockholders has been altered or changed in contemplation of the Merger and/or the VPI Plan of Organization. Schedule 5.4 also includes complete and accurate copies of all stock option or stock purchase plans, including a list of all outstanding options, warrants or other rights to acquire shares of the COMPANY's stock and the material terms of such outstanding options, warrants or other rights.

  • Equity Capitalization As of the date hereof, the authorized capital stock of the Company consists of (x) 30,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 shares are issued and outstanding, 2,529,378 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 shares of preferred stock, of which as of the date hereof, none are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above in this Section 3(p): (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional capital stock of the Company or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or by which the Company is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company; (v) there are no agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company is or may become bound to redeem a security of the Company; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

  • Dividends; Changes in Capital Stock Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock except from former employees, directors and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of service to it or its subsidiaries;

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