Parent Equity Awards Clause Samples
Parent Equity Awards. (a) At the First Merger Effective Time, by virtue of the First Merger, and without any action on the part of the parties, the holders of each Parent Award or any other Person:
(i) (A) each Parent Option that is outstanding immediately prior to the First Merger Effective Time, whether or not then vested or exercisable, shall cease to represent a right to acquire Parent Shares and shall be converted automatically into an option to purchase US NewCo Interests (a “US NewCo Option”), on substantially the same terms and conditions, including vesting schedule and per share exercise price, as applied to such Parent Option immediately prior to the First Merger Effective Time, and (B) each Parent Restricted Share that is outstanding immediately prior to the First Merger Effective Time, whether or not then vested, shall cease to represent a Parent Share and shall be converted automatically into US NewCo Interest that is unvested and/or subject to a risk of forfeiture (a “US NewCo Restricted Share”), on substantially the same terms and conditions (including vesting schedule) as applied to such Parent Restricted Share immediately prior to the First Merger Effective Time.
(ii) Prior to the First Merger Effective Time, Parent shall take all necessary action for the adjustment of Parent Options and Parent Restricted Shares under this Section 3.06(a). US NewCo shall reserve for future issuance a number of US NewCo Interests at least equal to the number of US NewCo Interests that will be subject to US NewCo Options and US NewCo Restricted Shares as a result of the actions contemplated by this Section 3.06(a).
(b) At the Second Merger Effective Time, by virtue of the Second Merger, and without any action on the part of the parties, the holders of each US NewCo Award or any other Person:
(i) (A) each US NewCo Option that is outstanding immediately prior to the Second Merger Effective Time, whether or not then vested or exercisable, shall cease to represent a right to acquire US NewCo Interests and shall be converted automatically into an option to purchase Bermuda NewCo Shares (a “Bermuda NewCo Option”), on substantially the same terms and conditions, including vesting schedule and per share exercise price, as applied to such US NewCo Option immediately prior to the Second Merger Effective Time, and (B) each US NewCo Restricted Share that is outstanding immediately prior to the Second Merger Effective Time, whether or not then vested, shall cease to represent a US NewCo Inter...
Parent Equity Awards. With respect to each grant of a Parent Equity Award, (i) each such grant was made in accordance with the terms of the applicable Parent Share Plan and applicable Law (including the rules of Nasdaq or any other applicable stock exchange and the terms of any applicable securities listing agreement or requirement) and was properly accounted for in accordance with GAAP in the Parent SEC Documents (including financial statements) and other applicable Law and (ii) each Parent Share Option has an exercise price per share equal to or greater than the fair market value of a Parent Ordinary Share on the date of such grant and a grant date identical to the date the Parent Board or the compensation committee of such board approved as the grant date for such Parent Share Option, with such approval occurring on or prior to such date.
Parent Equity Awards. As of the Capitalization Date, (i) 224,989 shares of Parent Common Stock were subject to issuance pursuant to Parent PSUs assuming target achievement of all performance goals and 449,978 shares of Parent Common Stock were subject to issuance pursuant to Parent PSUs assuming maximum achievement of all performance goals; (ii) 255,172 shares of Parent Common Stock were subject to issuance pursuant to Parent RSUs; (iii) there is an aggregate amount of $377,843.48 in respect of accrued but unpaid dividends or dividend equivalents in respect of outstanding Parent RSUs; (iv) there is an aggregate amount of $483,016.00 in respect of accrued but unpaid dividends or dividend equivalents in respect of outstanding Parent PSUs assuming target achievement of all performance goals and $966,032.00 in respect of accrued but unpaid dividends or dividend equivalents in respect of outstanding Parent PSUs assuming maximum achievement of all performance goals; and (v) 998,366 shares of Parent Common Stock were reserved for future issuance under the Parent 2018 Omnibus Incentive Plan.
Parent Equity Awards. (i) At the Duke Effective Time, each outstanding restricted stock unit (a “Parent RSU”) issued under the Parent Stock Plans shall automatically and without any required action on the part of the holder thereof, cease to represent a restricted stock unit denominated in one share of Parent Class A Common Stock and shall be converted into a restricted stock unit denominated in one share of Holdco Class A Common Stock (a “Holdco RSU”). Except as specifically provided above, following the Duke Effective Time, each such Holdco RSU shall continue to be governed by the same terms and conditions (including vesting terms) as were applicable to the applicable Parent RSU immediately prior to the Duke Effective Time.
(ii) At the Duke Effective Time, each outstanding option to purchase a share of Parent Class A Common Stock (a “Parent Option” and, the Parent Options together with the Parent RSUs, the “Parent Equity Awards”) under the Parent Stock Plans shall, automatically and without any required action on the part of the holder thereof, cease to represent an option to purchase one share of Parent Class A Common Stock and shall be converted into an option to purchase one share of Holdco Class A Common Stock (a “Holdco Option”), at an exercise price per share equal to the exercise price per share of Parent Class A Common Stock of such Parent Option immediately prior to the Duke Effective Time. Except as specifically provided above, following the Duke Effective Time, each Holdco Option shall continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to such Parent Option immediately prior to the Duke Effective Time.
Parent Equity Awards. Except as otherwise required by applicable Tax Law and subject to the following sentence, Parent shall be entitled to claim on its Tax Returns any and all Tax deductions attributable to an exercise, or a disqualifying disposition, grant, vesting, payment or delivery of shares, or other consideration in lieu of shares, by Parent, under or in connection with an Equity Award (including a payment of dividends in connection with an Equity Award), and no Cal Dive Group Member shall attempt to claim on any Tax Return any such Tax deductions. Notwithstanding the foregoing sentence, if Parent determines that under applicable Tax Law (or as a result of a Final Determination) no Parent Group Member is entitled to claim such Tax deductions but a Cal Dive Group Member is entitled to claim such Tax deductions, such Cal Dive Group Member shall be entitled to claim such Tax deductions on its applicable Tax Returns, and Cal Dive shall pay to Parent the “deemed tax benefit” of such Tax deductions, regardless of whether any Cal Dive Group Member actually claims such Tax deductions or realizes a Tax Benefit from claiming any such Tax deductions. For purposes of this Section 3.3, the “deemed tax benefit” shall conclusively be the total amount of the available Tax deductions for any such exercise, disqualifying disposition, grant, vesting or payment multiplied by 40%. Cal Dive shall pay the “deemed tax benefit” amount, if any, to Parent no later than twenty (20) days after the later of (a) Parent’s notification to Cal Dive that a Cal Dive Group Member is entitled to claim such Tax deductions or (b) the occurrence of any applicable exercise, disqualifying disposition, grant, vesting, payment or delivery of shares, or other consideration in lieu of shares, by Parent under or in connection with an Equity Award. Further, if the performance of the obligations described in this Section 3.3 shall become impracticable or impossible due to any change in Tax Law or the interpretation thereof by any Tax Authority subsequent to the date of this Agreement, the parties hereto shall use their best efforts to find an alternative means to achieve the same or substantially the same result as that contemplated by this Section 3.3.
Parent Equity Awards. The Existing Parent Stock Options, Existing Parent Restricted Stock Awards and Existing Parent Stock Appreciation Rights shall be converted into similar rights with respect to the New Common Stock in accordance with Section 7.13.
Parent Equity Awards. Prior to the Effective Time, Parent shall take all actions reasonably necessary to cause the issuance of the Parent equity awards as described on Part 4.18 of the Company Disclosure Schedule.
Parent Equity Awards. Except for transactions (A) among Parent, on the one hand, and any wholly owned Parent Subsidiary, on the other hand or (B) among Parent’s wholly owned Subsidiaries, in each case, in the ordinary course of business consistent with past practice and that do not adversely affect Parent, issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of, any Parent Equity Securities (except as otherwise provided by the terms of this Agreement or as required by the terms of any Parent Benefit Plan or the Parent DRIP), other than (1) issuances of shares of Parent Common Stock in respect of any settlement of any restricted share units (including performance share units), phantom shares, restricted stock or similar equity awards with respect to shares of Parent Common Stock outstanding on the date hereof or as may be granted after the date hereof as permitted under this Section 5.2(b)(iv) and (2) the grant of equity compensation awards in the ordinary course of business in accordance with Parent’s customary compensation practices;
Parent Equity Awards. Notwithstanding anything to the contrary contained in any Plan of Parent or any individual award document under any Plan of Parent, from and after the date of this Agreement, each issued and outstanding Parent equity award (including stock options and restricted stock) granted to any SLG or SLGOP employees that will not become employees of Manager as a result of the transactions contemplated by this Agreement shall become immediately vested and exercisable in accordance with its terms. Prior to the Closing, Parent has taken all necessary corporate and board action in order to authorize and effectuate the transactions described in this Section 5.8.
Parent Equity Awards. At the First Effective Time, each Parent Option and Parent RSU that was outstanding immediately prior to the First Effective Time shall (i) be fully vested, (ii) in the case of Parent Options, shall continue to represent a Parent Option and shall remain exercisable until the expiration date of such Parent Option; and (iii) in the case of Parent RSUs, shall be settled following the First Effective Time (but in no event later than December 31, 2022) or such later date to the extent required to comply with Section 409A of the Code.