Seller Equity Awards. From and after the Closing, Seller and its Affiliates will assume or retain, as the case may be, and be solely responsible for and will fully perform, pay and discharge, in accordance with their terms, all Liabilities in respect of Business Employees (including the Transferred Employees) and former employees of the Business (and claims by or relating to such Persons) with respect to Seller Equity Awards, which Seller Equity Awards shall be subject to the same vesting requirements and dates and other terms and conditions as were applicable to such Seller Equity Awards immediately prior to the Closing, provided that (a) a Business Employee’s continued employment or service with Purchaser and its Affiliates (including any member of the Alkali Group) from and after the Closing shall be treated as employment or service with Seller and its Affiliates for purposes of satisfying any service-based vesting requirements with respect to such Seller Equity Awards that are stock options, and (b) on the Closing Date Seller will accelerate the vesting of a pro rata portion of the Seller Equity Awards that are restricted stock units held by each Business Employee, with such pro ration based on (i) the portion of the service period from the applicable Seller Equity Award grant date through the Closing Date, relative to (ii) the full service period contemplated by the applicable Seller Equity Award. After the Closing, Purchaser shall provide Seller with information on the employment and termination of employment of each Transferred Employee who holds a Seller Equity Award.
Seller Equity Awards. (a) Seller shall, and shall cause its Affiliates to, take such actions as are reasonably necessary so that, effective as of and contingent upon the Closing, (i) all outstanding, unvested stock option awards made to any Continuing Employees outstanding as of the Closing Date will become fully vested and exercisable in accordance with their terms, (ii) all time-vested restricted stock unit awards and other equity awards made to any Continuing Employees that would have vested solely based on the passage of time in the twelve (12) month period ending on the one year anniversary of the Closing Date (the “One Year Closing Anniversary Date”) will become fully vested in accordance with their terms, and (iii) all outstanding, unvested performance-based stock units made to any Continuing Employees will become fully vested with all performance objectives deemed to have been satisfied at the greater of (A) target level and (B) the actual performance level (with the Closing Date being treated as the ending date for the measurement period and the closing price of Seller’s common stock on the Closing Date as reported on the Nasdaq Global Select Market being used for the calculation of relative total shareholder return).
(b) Effective as of and contingent upon the Closing, each outstanding, unvested stock option award, time-vested restricted stock unit award, and other equity award made to any Continuing Employee that would not by its terms vest, whether by the passage of time or performance of Seller or the Business, by the One Year Closing Anniversary Date (each, a “Remaining Award” and, collectively, the “Remaining Awards”) will be converted, in settlement and cancellation thereof, into the contingent right to receive an amount equal to the product of (i) (A) the closing price of Seller’s common stock on the Closing Date as reported on the Nasdaq Global Select Market, multiplied by (B) the number of shares of Seller’s common stock underlying such Remaining Awards on the Closing Date, and (ii) the ratio of EBITDA actually generated by the Business during the Earnout Measurement Period and the Target EBITDA, which ratio must equal or exceed 80% in order for any of this contingent right to be due and payable (the “Earnout Bonus”) to Continuing Employees. The Earnout Bonus will be paid by Buyer or one of its Affiliates, as applicable, in cash within ten (10) Business Days of the date Buyer first owes a payment to Seller under Section 1.7(c) or Section 1.7(d) (and in no cas...
Seller Equity Awards. (i) At the Effective Time, each option granted by Seller to purchase Seller Shares under Seller’s stock compensation and stock based incentive plans (the “Seller Stock Plans”), whether vested or unvested, that is outstanding and unexercised immediately prior to the Effective Time (each, a “Seller Stock Option”) shall without any further action on the part of any holder thereof, be assumed and converted into an option to purchase from Buyer, on the same terms and conditions as were applicable under such Seller Stock Option immediately prior to the Effective Time, a number of Buyer Shares (rounded down to the nearest whole share) determined by multiplying (x) the number of Seller Shares subject to such Seller Stock Option immediately prior to the Effective Time by (y) the Exchange Ratio, at a per share exercise price (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (i) the per share exercise price for each Seller Share subject to such Seller Stock Option by (ii) the Exchange Ratio (each, as so adjusted, a “Converted Seller Option”). All rounding described in this Section 2.02
(a) shall be done on an aggregate basis such that a single rounding of shares and exercise price shall be applied to each Converted Seller Option.
(ii) The Converted Seller Options shall have the same vesting schedule as the Seller Stock Options and otherwise shall have the same terms and conditions as such Seller Stock Options; provided, that Buyer shall convert the Seller Stock Options into Converted Seller Options in a manner consistent with the requirements of Section 409A of the Code and, in the case of Seller Stock Options that are intended to qualify as incentive stock options within the meaning of Section 422 of the Code, consistent with the requirements of Section 424 of the Code, as applicable. After such assumption and conversion, the Converted Seller Options shall be subject to all of the terms and conditions of the plan and grant agreements under which the Seller Stock Options were originally issued (including any applicable change in control or other accelerated vesting provisions, and this transaction shall constitute a change in control for all relevant provisions).
(iii) At the Effective Time, Buyer shall reserve for future issuance a number of Buyer Shares at least equal to the number of Buyer Shares that will be subject to the Converted Seller Options. As promptly as reasonably practicable following the Effective Time, Buyer shall file...
Seller Equity Awards. Subject to the terms of Seller’s stock incentive plan and any applicable agreements with an individual grantee, Seller shall cause each outstanding equity-based award held by a Transferred Employee that is not otherwise vested as of the Closing Date to vest as of the Closing Date with respect to a pro rata portion of such award, which portion shall be determined in the manner set forth on Schedule 9.6 of the Seller Disclosure Schedule.
Seller Equity Awards. Effective as of the Closing, the Seller Parent shall take any actions necessary to ensure that all outstanding equity awards granted under the Seller Parent’s equity or equity-based compensation plans and held by Continuing Employees that are unvested as of immediately prior to the Closing Date shall be treated in accordance with the equity plan terms and conditions under which they were granted. Seller Parent shall be solely responsible for all Tax reporting related to, and the employer portion of any payroll Taxes that are imposed in connection with, any equity or equity-based awards granted under Seller Parent’s equity or equity-based compensation plans and held by Continuing Employees (including on the grant, exercise and/or vesting).
Seller Equity Awards. Seller shall pay to each Transferred Employee who holds outstanding and unvested awards of restricted stock units (“RSUs”) or performance shares (“PSUs”) granted under Seller’s 2017 Stock Incentive Plan (i) the value of the portion of such RSUs scheduled to vest at the next annual vesting date occurring after the Closing Date, which payment shall be made no later than such annual vesting date, and (ii) the value of the portion of such PSUs that were granted for the 3-year performance period ending on December 31, 2024, based on actual performance as determined by Seller, which payment shall be made no later than the time prescribed for settlement of PSUs for such performance period under the terms of the 2017 Stock Incentive Plan. Seller shall determine the value of such RSUs and PSUs for this purpose, and may make such payments in cash or stock, or a combination of cash and stock, in Seller’s sole discretion. Seller shall be responsible for all tax withholding and reporting required for such payments.
Seller Equity Awards. Effective as of the Closing Date, each Continuing Employee shall become fully vested in his or her then-outstanding equity or equity-based awards in any of the Sellers’ equity incentive plans. The Company shall be entitled to receive the benefit of any Tax deduction resulting from, arising out of, or relating to any equity-based awards in any of Sellers’ equity incentive plans or any payments made in connection therewith.
Seller Equity Awards. (a) (i) At the Effective Time, each option granted by Seller to purchase Seller Shares under Seller’s stock compensation and stock based incentive plans (the “Seller Stock Plans”), whether vested or unvested, that is outstanding and unexercised immediately prior to the Effective Time (each, a “Seller Stock Option”) shall without any further action on the part of any holder thereof, be assumed and converted into an option to purchase from Buyer, on the same terms and conditions as were applicable under such Seller Stock Option immediately prior to the Effective Time, a number of Buyer Shares (rounded down to the nearest whole share) determined by multiplying (x) the number of Seller Shares subject to such Seller Stock Option immediately prior to the Effective Time by (y) the Exchange Ratio, at a per share exercise price (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (i) the per share exercise price for each Seller Share subject to such Seller Stock Option by (ii) the Exchange Ratio (each, as so adjusted, a “Converted Seller Option”). All rounding described in this Section 2.02
(a) shall be done on an aggregate basis such that a single rounding of shares and exercise price shall be applied to each Converted Seller Option.
Seller Equity Awards. Seller acknowledges and agrees that all awards outstanding under Sxxxxx’s equity plans (and the settlement thereof in connection with the wind down and dissolution of Seller) will remain the sole responsibility of Seller, and Purchaser will have no liability in respect thereof.
Seller Equity Awards. Effective as of the Closing, the Sellers shall take any actions necessary to ensure that all outstanding equity awards granted under the Sellers’ equity or equity-based compensation plans and held by Transferred Employees that are unvested as of immediately prior to the Closing Date shall be treated in accordance with the equity plan terms and conditions under which such awards were granted. The Sellers shall be solely responsible for all Tax reporting related to, and the employer portion of any payroll Taxes that are imposed in connection with, any equity or equity-based awards granted under the Sellers’ equity or equity-based compensation plans and held by Transferred Employees (including on the grant, exercise, and/or vesting).
