Preferred Stock Participation Limits Sample Clauses

Preferred Stock Participation Limits. Sections A.4(a), A.4(b) and A.4(c) of Article IV of the Amended and Restated Certificate of Incorporation of the Company (as in effect on the date hereof) contain certain limitations on the participation rights of the Company Preferred Stock which are reflected in the definitions of Series A Preferred Pause and Series B Preferred Pause. In order to give effect to such limitations in the allocation of the Merger Consideration among the Company Investors, (1) the Per Share Earnout Payment Amount definition makes certain adjustments to the Per Share Earnout Acceleration Amount, the Per Share Earnout Standard Payment Amount and the Per Share Elective Termination Amount that apply during the Series A Preferred Pause and the Series B Preferred Pause and (2) the provisions of Sections 2.06(b), 2.06(c) and 2.09(b) provide that that the Company Investors shall not participate in any distributions of Merger Consideration (including distributions of Contingent Merger Consideration) in respect of Series A Preferred Stock (including Series A Stock deemed issued pursuant to a Warrant) (during the Series A Preferred Pause) and Series B Preferred Stock (during the Series B Preferred Pause). Notwithstanding anything to the contrary contained in this Section 3.02 or in any related definitions, the effect of such provisions shall in no way be deemed to increase the aggregate amount of Merger Consideration (i.e., any Earnout Payment Amount, Earnout Acceleration Amount or Elective Termination Amount) payable by the Company to the Eligible Earnout Recipients under Section 3.02 (it being understood that such provisions are intended to re-allocate (and shall at all times be interpreted solely as a means of re-allocating) amounts of Merger Consideration that would have otherwise been payable to former holders of Company Preferred Stock among the Company Investors other than the former holders of Series A Preferred Stock (during Series A Preferred Pause) and former holders of Series B Preferred Stock (during the Series B Preferred Pause). Without limiting the generality of the foregoing, (i) all provisions contained in this Section 3.02 (and all related definitions) shall be interpreted in a manner that gives effect to the last sentence contained in each of Section 2.06(b) and 2.06(c), (ii) the former holders of Series A Preferred Stock shall be deemed to be excluded from the definition of Eligible Earnout Recipients at all times during Series A Preferred Pause (and no Contingent M...
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Related to Preferred Stock Participation Limits

  • Dividend Reinvestment Plan, Cash Option Purchase Plan, Stock Incentive Plan or Other Plan Except as may otherwise be provided in this Article III, all amounts received or deemed received by the Corporation in respect of any dividend reinvestment plan, cash option purchase plan, stock incentive or other stock or subscription plan or agreement, either (a) shall be utilized by the Corporation to effect open market purchases of shares of Class A Common Stock, or (b) if the Corporation elects instead to issue new shares of Class A Common Stock with respect to such amounts, shall be contributed by the Corporation to the Company in exchange for additional Common Units. Upon such contribution, the Company will issue to the Corporation a number of Common Units equal to the number of new shares of Class A Common Stock so issued.

  • Restricted Stock Units Subject to Plan This Agreement is subject to the Plan as approved by the Company’s shareholders. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

  • Class B Common Stock 2 Closing........................................................................5

  • Unvested Common Shares Issued in Settlement of Performance Share Awards If the Executive terminates employment pursuant to Sections 6(b), 6(d) or 6(e)(i) after the Performance Share Vesting Date, the vesting of all Unvested Common Shares (as defined in the Performance Share Agreement) issued in settlement of the Performance Share Award shall be accelerated in full effective as of the date of such termination.

  • Class A Common Stock Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock having a preference over or the right to participate with the Class A Common Stock with respect to the payment of dividends and other distributions in cash, stock of any corporation or property of the Corporation, the holders of Class A Common Stock shall be entitled to receive ratably, taken together as a single class, in proportion to the number of shares held by each such stockholder such dividends and other distributions as may from time to time be declared by the Board in its discretion out of the assets of the Corporation that are by law available therefor at such times and in such amounts as the Board in its discretion shall determine.

  • Rights as Shareholder; Dividend Equivalents 5.1 The Grantee shall not have any rights of a shareholder with respect to the shares of Common Stock underlying the Restricted Stock Units unless and until the Restricted Stock Units vest and are settled by the issuance of such shares of Common Stock.

  • Company Stock Plans (a) The Company shall take such action as shall be required:

  • Limitation on Preferred Stock of Restricted Subsidiaries The Company will not permit any of its Restricted Subsidiaries to issue any Preferred Stock (other than to the Company or to a Wholly Owned Restricted Subsidiary of the Company) or permit any Person (other than the Company or a Wholly Owned Restricted Subsidiary of the Company) to own any Preferred Stock of any Restricted Subsidiary of the Company.

  • Company Restricted Stock Units At the Effective Time of the First Merger, each Company Restricted Stock Unit then outstanding shall be assumed by Parent (each, an “Assumed RSU”). Subject to, and in accordance with, the terms of the applicable Company Stock Plan and any applicable award or other agreement, each Assumed RSU shall be converted into the right to receive the number of shares of Parent Common Stock (or an amount in respect thereof for cash settled Company Restricted Stock Unit) equal to the number of shares of Company Common Stock subject to the Company Restricted Stock Unit multiplied by the Stock Award Exchange Ratio (rounded down to the nearest whole number of shares of Parent Common Stock). Each Company Restricted Stock Unit shall have the same terms and conditions as were in effect immediately prior to the Effective Time of the First Merger other than with respect to those Company Restricted Stock Units listed (i) in Section 5.9(c)(i) of the Company Disclosure Schedule that were subject to performance based vesting conditions prior to the date of this Agreement and that shall be deemed issued and vested in their entirety at the Effective Time of the First Merger and released from any forfeiture rights pertaining to such shares in favor of Company, Parent or Surviving Entity, and (ii) in Section 5.9(c)(ii) of the Company Disclosure Schedule, which shall be deemed issued in their entirety at the Effective Time of the First Merger, which shall be converted into the right to receive Parent Common Stock according to the same formula applied to the Assumed RSUs above, and which shall be subject to quarterly vesting over a two-year period following the Effective Date in accordance with the terms of the 2006 Plan. Except as set forth in this Section 5.9(c). Company shall not take or permit any action that would accelerate vesting of any Company Restricted Stock Unit, except to the extent required by the terms of any such Company Restricted Stock Unit as in effect on the date hereof. Copies of the relevant agreements governing such Company Restricted Stock Unit and the vesting thereof have been provided to Parent. Except as set forth in this Section 5.9(c), all outstanding rights that Company may hold immediately prior to the Effective Time of the First Merger to the forfeiture of shares of Company Common Stock subject to the Company Restricted Stock Unit shall be assigned to Parent in the First Merger and shall thereafter be held by Parent upon the same terms and conditions in effect immediately prior to the Effective Time of the First Merger, except that the shares forfeitable pursuant to such rights shall be appropriately adjusted to reflect the Stock Award Exchange Ratio.

  • Retirement Plan Share Classes (R shares) and Account Options (for retirement plans only)

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