Parent Equity Sample Clauses

Parent Equity. The Parent will grant Executive the following equity awards (the “Equity Awards”):
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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.
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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. The Company will grant Executive the following equity awards:
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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.
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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.
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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.
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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
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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.

  • Company Capitalization The Company has an authorized capitalization as set forth in the Prospectus; the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and nonassessable.

  • 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.

  • Merger Sub Capital Stock At and after the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

  • Effect on Company Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the Stockholders:

  • 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.

  • TRANSACTIONS IN CAPITAL STOCK, ORGANIZATION ACCOUNTING Except for the Other Agreements and except as set forth in the Draft Registration Statement, (i) no option, warrant, call, conversion right or commitment of any kind exists which obligates Home or Newco to issue any of their respective authorized but unissued capital stock; and (ii) neither Home nor Newco has any 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. Schedule 6.4 also includes complete and accurate copies of all stock option or stock purchase plans, including a list, accurate as of the date hereof, of all outstanding options, warrants or other rights to acquire shares of the stock of Home.

  • Dividends; Capital Stock Declare or pay, directly or indirectly, any dividends or make any other distribution, or payment, whether in cash, property, securities or a combination thereof, with respect to (whether by reduction of capital or otherwise) any shares of capital stock (or any options, warrants, rights or other equity securities or agreements relating to any capital stock) of the Borrower, or set apart any sum for the aforesaid purposes (collectively, “Restricted Payments”), except that:

  • Notice of Common Stock Change Events The Company will provide notice of each Common Stock Change Event to Holders, the Trustee and the Conversion Agent no later than the Business Day after the effective date of such Common Stock Change Event.

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