Share Awards. Neither the Company nor any of its subsidiaries has any awards (the “Share Awards”) granted pursuant to the stock-based compensation plans of the Company and its subsidiaries (the “Company Share Plans”).
Share Awards. (i) As of the close of business on the Capitalization Date, an aggregate of 5,026,669 Parent Ordinary Shares were reserved for issuance pursuant to Parent Equity Awards not yet granted under the Parent Share Plans. As of the close of business on the Capitalization Date, 339,144 Parent Ordinary Shares were reserved for issuance pursuant to outstanding Parent Restricted Share Units, 87,702 Parent Ordinary Shares were reserved for issuance pursuant to outstanding Parent Performance Share Units (assuming target performance), and 553,746 Parent Ordinary Shares were reserved for issuance pursuant to outstanding Parent Share Options. Since the Capitalization Date and through the date hereof, no Parent Equity Awards have been granted and no additional Parent Ordinary Shares have become subject to issuance under the Parent Share Plans. All Parent Ordinary Shares subject to issuance under the Parent Share Plans upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, and non-assessable.
(ii) Other than the Parent Equity Awards, as of the date hereof, there are no outstanding (A) securities of Parent or any of its Subsidiaries convertible into or exchangeable for Parent Voting Debt or shares of Parent, (B) options, warrants, or other agreements or commitments to acquire from Parent or any of its Subsidiaries, or obligations of Parent or any of its Subsidiaries to issue, any Parent Voting Debt or shares of (or securities convertible into or exchangeable for shares of) Parent, or (C) restricted shares, restricted share units, share appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” shares, or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of Parent, in each case that have been issued by Parent or its Subsidiaries (the items in the foregoing clauses (A), (B), and (C), together with the shares of Parent, being referred to collectively as “Parent Securities”). All outstanding Parent Ordinary Shares, all outstanding Parent Equity Awards, and all outstanding shares of, voting securities, or other ownership interests in any Subsidiary of Parent, have been issued or granted, as applicable, in compliance in all material respects, as applicable, the rules of Nasdaq or any other applicable stock exchange an...
Share Awards. Validus undertakes to the Employee Sellers to comply with the terms set out in Annex A of its offer letter dated 18 April 2007 in respect of the issue of US$15,000,000.00 of Validus Common Shares to Employees in accordance with the terms of that Annex A (subject to such amendments as may be agreed between Validus and the Employee Sellers) (the "SHARE AWARDS"). The allocations of Share Awards that have already been provided for in the term sheets referred to in Recital (D) shall form part of the US$15,000,000.00 of Validus Common Shares referred to above.
Share Awards. Employer shall grant to the Executive a total of 100,000 share units of Smart Move LLC when the authorized share units become available to the Employer. These shares would be subject to the Underwriters agreed upon lock up requirements.
Share Awards. With respect to the stock options, restricted stock units and performance share awards (the “Share Awards”) granted pursuant to the stock-based compensation plans of any of the Premier Entities (the “Company Stock Plans”), (i) each Share Award intended to qualify as an “incentive stock option” under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Internal Revenue Code of 1986, as amended (the “Code”), so qualifies, (ii) each grant of a Share Award was duly authorized no later than the date on which the grant of such Share Award was by its terms to be effective by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was made in accordance with the terms of the Company Stock Plans, the Exchange Act and all other applicable laws and regulatory rules or requirements, including the rules of the Nasdaq Global Select Market (the “Nasdaq Market”) and (iv) each such grant was properly accounted for in accordance with generally accepted accounting principles in the United States in the financial statements (including the related notes) of the Company and its consolidated subsidiaries and disclosed in the Company’s filings with the Commission in accordance with the Exchange Act and all other applicable laws and regulatory rules or requirements. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Share Awards prior to, or otherwise coordinating the grant of Share Awards with, the release or other public announcement of material information regarding the Company or any of its subsidiaries or their results of operations or prospects.
Share Awards. In the event of a Termination as set forth in Paragraph 5 above, the restrictions on any outstanding share awards (including nonqualified options, incentive share options, matching share options, purchased shares, restricted share units and performance units) granted to Executive under any incentive plan or arrangement shall lapse and such share awards shall become 100% vested, and all other awards granted to Executive shall become immediately exercisable and shall become 100% vested. The expiration date of Executive’s share options shall be the three-month anniversary of the date of the Termination as set forth in Paragraph 5 above. The provisions of this Paragraph 8 shall be controlling over any inconsistent provisions set forth in any share award agreement.
Share Awards. With respect to the awards (the “Share Awards”) granted pursuant to the stock-based compensation plans of the Company and its subsidiaries (the “Company Stock Plans”), (i) each such grant was made in accordance with the terms of the stock-based compensation plans of the Company Stock Plans and applicable laws, regulatory rules and requirements, and (ii) each such grant was properly accounted for in accordance with IFRS in the Financial Statements of the Company.
Share Awards. (i) each grant of options, restricted shares, restricted share units and any other equity awards granted under existing equity incentive plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus (collectively, the “Share Awards”) was duly authorized no later than the date on which the grant of such Share Award was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the Board of Directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (ii) each such grant was made in accordance with the terms of the share-based compensation plans of the Company (the “Company Share Plans”), the Exchange Act and all other applicable laws and regulatory rules or requirements, including the rules of the Nasdaq Global Market (the “Exchange”) and any other exchange on which Company securities are traded, and (iii) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company and disclosed in the Company’s filings with the Commission in accordance with the Exchange Act and all other applicable laws.
Share Awards. With respect to compensatory share awards (the “Share Awards”) granted pursuant to the share-based compensation plans of the Company and its subsidiaries (the “Company Share Plans”), (i) each grant of a Share Award was duly authorized by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (ii) each such grant was made in accordance with the terms of the Company Share Plans, the Exchange Act and all other applicable laws and regulatory rules or requirements (iii) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company and (iv) each such grant was made subject to terms obliging the holder of the Share Award to pay any taxes arising as a consequence of or in respect of such Share Award including without limitation the grant, exercise, vesting and/or settlement, as applicable of such Share Award.
Share Awards. The Consultant shall receive an annual award of restricted shares and/or share options (the “Annual Share Awards”) in Vantage as may be determined by the Compensation Committee from time to time on the same basis as other similarly situated executives of the Company. Vantage’s ability to make any Annual Share Award is subject to the availability of shares under Vantage’s Amended and Restated 2007 Long-Term Incentive Plan, or such similar plan as may be in effect from time to time (any such plans referred to collectively herein as the “LTIP”), and Consultant agrees and acknowledges that the actual value of Annual Share Awards granted to Consultant in any year, if any, could vary significantly based on the availability of shares under the LTIP, market conditions and industry compensation trends.
