Phantom Shares. Amounts payable under this Agreement ("Supplemental Payments") shall be computed as if the Director had certain rights with respect to 420.17 shares of the Company's Common Stock, par value $0.01 per share ("Common Stock"). For convenience, these shares are referred to herein as "Phantom Shares." It is understood that the Phantom Shares are merely bookkeeping entries used to compute Supplemental Payments to be paid to the Director hereunder and do not constitute actual shares of Common Stock for any purpose.
Phantom Shares not later than 30 days after the Key Executive's separation from service, an amount equal to the total value of the Phantom Shares in the Key Executive's Phantom Shares' account on the date of such separation from service, as determined pursuant to Section 6(c)(iii) of this Agreement;
Phantom Shares. Prior to the Closing, the Company shall take all action appropriate and necessary to cash out each outstanding phantom stock unit award issued under the Phantom Stock Plan (the "Phantom Stock Award") in accordance with the terms of the Phantom Stock Plan. The Company agrees that it shall not grant or award or cause to be granted or awarded any Phantom Stock Award from the date hereof and the Company further agrees that it shall take all action that is appropriate and necessary prior to the Closing Date (i) to terminate the Phantom Stock Plan, effective as of the day before the Closing Date, and (ii) to obtain a release of all claims on behalf of all holders of Phantom Share Awards on terms reasonably satisfactory to the Purchaser.
Phantom Shares. As soon as practicable following the date Phantom Shares granted hereunder become vested but no later than 60 days following such vesting, the Company shall pay the Recipient a lump sum cash payment equal the number of Phantom Shares vested pursuant to the vesting provisions of Section 5, if any, multiplied by the Fair Market Value of a share of Stock valued on the date the respective Phantom Share became payable.
Phantom Shares. Any unvested Phantom Shares in participants’ share accounts under the Deferred Compensation Plan shall become vested at the Closing in connection with the Merger. As of the Effective Time, each Phantom Share held under the Deferred Compensation Plan shall be deemed converted as of the Effective Time (without any future liability to Parent (other than as specifically set forth in Section 2.5), the Company or any other Person after the Effective Time), into (i) the right to receive cash from the Company in an amount equal to the Per Share Merger Consideration Amount at such time and in the manner provided in Section 2.5, (ii) a contingent right to receive a portion of the Escrow Amount at such time and in the manner provided in Section 7.9, and (iii) a contingent right to receive a portion of the Sellers’ Representative Fund Distribution Amount at such time and in the manner provided in Section 10.1, subject to the terms and conditions of this Agreement without any interest thereon.
Phantom Shares. At the Effective Time, each Phantom Share under the Company's Phantom Stock Plan for Outside Directors shall be canceled and only entitle the holder thereof to receive with respect to such Phantom Share an amount in cash equal to the value of the Merger Consideration or the Alternative Structure Merger Consideration, as the case may be. For purposes of this Section 6.8(f), the value of the Merger Consideration or the Alternative Structure Merger Consideration, as the case may be, shall be $72.29 plus an amount in cash equal to 7% interest on $72.29 for the period beginning on the first anniversary date of this Agreement and ending on the date prior to the Closing Date (calculated on a per annum basis of a 365-day year). Parent, or Holdco, as applicable, shall be entitled to deduct or withhold from amounts otherwise payable to a holder of a Phantom Share any amounts required to be withheld under applicable tax laws. The Company shall use its reasonable efforts to obtain, but only if and to the extent required, the consent of each holder of a Phantom Share to the foregoing treatment of such Phantom Shares and to take any other action reasonably necessary to effectuate the foregoing provisions.
Phantom Shares. The aggregate number of Phantom Shares that are granted under this Award that shall become payable following the Committee’s certification that the goals have been satisfied shall be equal to (A) the DSCF ps Percentage Achieved multiplied by the Maximum Number of Phantom Shares multiplied by 25% multiplied by the Time Vesting Percentage plus (B) the BOE Percentage Achieved multiplied by the Maximum Number of Phantom Shares multiplied by 25% multiplied by the Time Vesting Percentage.
Phantom Shares. If during the Restricted Period the Recipient holds any Phantom Shares awarded hereby the Company pays a regular, ordinary cash dividend with respect to the outstanding shares of its Stock (a “Cash Dividend”), then the Company will pay to the Recipient in cash, an amount equal to the product of (a) the outstanding Phantom Shares awarded hereby that have not been settled by the Company and (b) the amount of the Cash Dividend paid per share of the Stock (the “Dividend Equivalent”). If during the Restricted Period the Recipient holds any Phantom Shares awarded hereby the Company pays a dividend or distribution other than a regular, ordinary cash dividend whether paid in cash, equity securities in the Company, rights to acquire equity securities in the Company or any other property with respect to the outstanding shares of the Stock, then the Company will increase the Phantom Shares awarded hereby that have not then been settled by the Company by an amount equal to the product of (a) the Phantom Shares awarded hereby that have not been settled by the Company and (b) the fair market value of the dividend or distribution issued per share of the Stock, as determined by the Company in its sole discretion, divided by (c) the Fair Market Value of a share of the Stock on the date of such dividend or distribution (collectively, the “Stock Dividend Phantom Shares”). Each Stock Dividend Performance Share will be subject to the same restrictions, limitations and conditions applicable to the Performance Share for which such Stock Dividend Performance Share was awarded and will be settled at the same time and on the same basis as such Performance Share.
Phantom Shares. The Committee shall have the authority to grant Awards of Phantom Shares to Participants upon such terms and conditions as the Committee may determine.
Phantom Shares. HoldCo agrees, on the Closing Date and immediately following receipt by the Surviving Corporation of the proceeds from the Credit Agreement and the Note Purchase Agreement, to cause the Surviving Corporation to make a cash payment to each holder of a right (a “Phantom Share”) granted pursuant to the Company’s Equity Ownership Plan to receive a payment in cash equal to the product of (x) the number of Phantom Shares held by such holder, times (y) the Per Share Merger Consideration, less (z) the amount of any withholding that is required by applicable Tax law.
