Share Equivalents Sample Clauses

Share Equivalents. There are no existing options, warrants, calls, commitments of any character or other share equivalents relating to the authorized and unissued VII common stock.
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Share Equivalents. Each Seller shall procure that, on or ------------------------------- prior to the Initial Closing Date, all rights and benefits of all Persons whatsoever with respect to Share Equivalents shall either be fully and finally paid or otherwise satisfied or discharged, or shall be terminated and of no further force and effect, including (a) the warrants to acquire 81,211 Shares held by certain Sellers in the event the Company meets certain performance milestones (the "Investor Warrants"), (b) the warrants to acquire 81,211 Shares held by certain Sellers to prevent dilution of their existing shareholdings in the Company (the "Anti-Dilution Warrants"), (c) the warrants to acquire 24,450 Shares held by France Telecom Technologie S.A. (the "FTT Warrants"), and (d) all stock options held by employees of the Company. In the event that, as the result of the foregoing sentence, any Person who has not executed this Agreement as a Seller becomes a holder of Shares, each Seller shall procure that such Person promptly executes a counterpart of this Agreement and thereby become a "Seller" hereunder. Without limiting the generality of the foregoing, each Seller, by its execution of this Agreement, hereby agrees to the following: (a) each Seller holding any of the Investor Warrants shall exercise the Investor Warrants and make all payments owing to the Company with respect thereto at or prior to the Initial Closing; (b) the Anti-Dilution Warrants shall be terminated and of no further force and effect as of the Initial Closing without further act by any Person; (c) the holder of the FTT Warrants shall exercise the FTT Warrants at or prior to the Initial Closing; (d) each other warrant held by such Seller convertible into Shares or any other security of the Company shall, unless converted on or prior to the Initial Closing, be without further act extinguished and terminated, (e) each option held by such Seller exercisable for Shares or any other security of the Company shall, unless exercised on or prior to the Initial Closing, be without further act extinguished and terminated, (f) any and all shareholder agreements between one or more shareholders of the Company (including the Existing Shareholders Agreement), whether or not the Company is also a party thereto, shall as at the Initial Closing be without further act terminated and of no further force and effect.
Sample 1
Share Equivalents. (a) All Share Equivalents held by Employees that have been issued under the Tulip 1982 Incentive Stock Option Plan and the Tulip 1989 Executive Stock Incentive Plan (together, the "Option Plans"), whether vested or non-vested, shall remain outstanding and unaffected by the Spin-Off. (b) Each Share Equivalent outstanding after the Spin-Off shall be treated as set forth in the Merger Agreement.
Sample 1
Share Equivalents. Parent shall cause Company to make, or to cause its Subsidiaries to make, payments to all holders of deferred share units of Company and to all persons entitled to payments under its Phantom Stock Appreciation Plan, in each case as set out in the Disclosure Statement. Parent acknowledges that the payments to holders of deferred share units of Company shall be due and payable by Company immediately after Shares are first taken up under the Offer and that payments under the Phantom Stock Appreciation Plan shall be due and payable by Company within 30 days of the date that Shares are first taken up under the Offer.
Sample 1
Share Equivalents. 32.10.1. In article 32 references to “share” include references to any rights under any transferable or assignable Share Equivalent and to any shares issued or to be issued pursuant to a Share Equivalent, including the Fundraiser Option, deeming for this purpose shares to have been issued under it in accordance with its terms and to be Sale Shares (but nothing in these articles require or allow any acceleration of any rights of the holder of the Share Equivalent to require the issue of any shares). 32.10.2. If the holder of a relevant Share Equivalent does not comply with article 32, the Applicable Share Equivalent shall lapse and be of no further effect and the company shall have no obligation under it, whether to issue and allot shares or pay any consideration or compensation or otherwise and the Transfer Price shall be zero in respect of any shares to be issued under that Applicable Share Equivalent. This article 32.11 includes the Fundraiser Option.
Sample 1

Related to Share Equivalents

  • Other Shares The registration statement filed pursuant to the request of the Initiating Holders may, subject to the provisions of Section 2.1(e), include Other Shares, and may include securities of the Company being sold for the account of the Company.

  • Additional Shares or Options The Company hereby agrees that until the consummation of a Business Combination, it shall not issue any shares of Common Stock or any options or other securities convertible into Common Stock, or any preferred shares or other securities of the Company which participate in any manner in the Trust Account or which vote as a class with the Common Stock on a Business Combination.

  • Shares The term “

  • Shares of Common Stock may be issued from time to time as the Board of Directors of the Corporation shall determine and on such terms and for such consideration as shall be fixed by the Board of Directors.

  • Stockholder Rights and Dividend Equivalents (a) The holder of this Award shall not have any stockholder rights, including voting or dividend rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following their actual issuance upon the Corporation’s collection of the applicable Withholding Taxes. (b) Notwithstanding the foregoing, should any stock dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal to the amount of that dividend paid per share multiplied by the number of Restricted Stock Units at the time subject to this Award (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those cash dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution.

  • Rights as Shareholder; Dividend Equivalents 6.1 The Participant shall not have any rights of a shareholder with respect to the Common Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units vest and are settled by the issuance of such Common Shares. Upon and following the settlement of the Restricted Stock Units, the Participant shall be the record owner of the Common Shares underlying the Restricted Stock Units unless and until such shares are sold or otherwise disposed of, and as record owner shall be entitled to all rights of a shareholder of the Company (including voting rights). 6.2 In the event that the Company pays any cash dividends on its Common Shares between the Grant Date and the date when the Restricted Stock Units are settled in accordance with Section 7 hereof or are forfeited, the Participant’s Account shall be credited on the date such dividend is paid to shareholders with an amount equal to all cash dividends that would have been paid to the Participant if one Common Share had been issued on the Grant Date for each Restricted Stock Unit granted to the Participant (“Dividend Equivalents”). Dividend Equivalents shall be credited to the Participant’s Account and interest may be credited on the amount of cash Dividend Equivalents credited to the Participant’s Account at a rate and subject to such terms as determined by the Committee. Dividend Equivalents credited to the Participant’s Account shall be subject to the same vesting and other restrictions as the Restricted Stock Units to which they are attributable and shall be paid on the same date that the Restricted Stock Units to which they are attributable are settled in accordance with Section 7 hereof. Dividend Equivalents credited to the Participant’s Account shall be distributed in cash or, at the discretion of the Committee, in Common Shares having a Fair Market Value equal to the amount of the Dividend Equivalents and interest, if any. Any accumulated and unpaid Dividend Equivalents attributable to Restricted Stock Units that are cancelled will not be paid and will be immediately forfeited upon cancellation of the Restricted Stock Units.

  • Founder Shares On July 30, 2021, the Company issued to AIB LLC (the “Sponsor”) 1,437,500 of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), for an aggregate consideration of $25,000, with economic effect as of June 30, 2021. On September 13, 2021, the Company effected a share dividend of 0.5 shares for each Class B ordinary share outstanding, resulting in an aggregate of 2,156,250 Founder Shares outstanding. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Shareholders until the earlier of: (i) six months following the consummation of the Business Combination; (ii) subsequent to the consummation of a Business Combination, when the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing within any 150-trading day period after the consummation of the Business Combination; or (iii) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination, that results in all of the Company’s stockholders having the right to exchange their Ordinary Shares for cash, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 281,250 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

  • Dividend Equivalent Units On the date that the Company pays a cash dividend to holders of Stock generally, the Participant shall be credited with a number of additional whole Dividend Equivalent Units determined by dividing (a) the product of (i) the dollar amount of the cash dividend paid per share of Stock on such date and (ii) the total number of Restricted Stock Units and Dividend Equivalent Units previously credited to the Participant pursuant to the Award and which have not been settled or forfeited pursuant to the Company Reacquisition Right (as defined below) as of such date, by (b) the Fair Market Value per share of Stock on such date. Any resulting fractional Dividend Equivalent Unit shall be rounded to the nearest whole number. Such additional Dividend Equivalent Units shall be subject to the same terms and conditions and shall be settled or forfeited in the same manner and at the same time as the Restricted Stock Units originally subject to the Award with respect to which they have been credited.

  • Total Shares Except for the Shares referred to in 2.03, Stockholder does not beneficially own any (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company.

  • Available Shares The Company will ensure that there are at all times sufficient shares of Common Stock to provide for the issuance, free of any preemptive rights, out its authorized but unissued shares of Common Stock, of the Maximum Amount.