Specified Award Call Sample Clauses

Specified Award Call. (a) If the Enacting Regulations, or the requirements of or agreement with an applicable Governmental Entity (in each case, pursuant to a Specified Act) setting forth the terms and conditions of a Specified Award in writing, are issued prior to May 31, 2024 and provided that (i) Intel, its Affiliates or the Company would fail to qualify for a material portion of any Specified Award as a direct result of the identity of any direct or indirect equity owner of the Brookfield Member or the Brookfield Member’s ownership interest percentage in the Company, or (ii) the Company would be required, in order to so qualify for a material portion of a Specified Award, to comply with conditions or obligations that are in conflict with the Transaction Documents or the Brookfield Member or its direct or indirect owners would be required, in order to so qualify for a material portion of a Specified Award, to comply with conditions or obligations which they are not required to comply with under the Transaction Documents (each, a “Disqualification Trigger”), the Intel Member shall promptly provide notice to the Brookfield Member and the Company of the Disqualification Trigger. Following receipt of such notice (it being understood and agreed that such notice will be deemed to have been received on the day following the Closing Date for purposes hereof if the Enacting Regulations are issued prior to the Closing Date), each Member and the Company shall endeavor for a period of the earlier of (x) 30 calendar days following receipt of such notice and (y) June 30, 2024 (the “Evaluation Period”) to review and evaluate a structure proposed by the Intel Member that (A) does not result in a Disqualification Trigger and (B) is not adverse in any material respect (with any adverse change to the economic or governance terms in the Transaction Documents as of the Contribution Agreement Execution Date to be deemed to be material) to the Brookfield Member or its Affiliates compared to the structure contemplated by the Transaction Documents on the Contribution Agreement Execution Date (collectively, a “Qualifying Structure”).
Sample 1
AutoNDA by SimpleDocs

Related to Specified Award Call

  • Award of Performance Stock Units The Company hereby grants to you, effective as of the Grant Date, an Award of Performance Stock Units for that number of Performance Stock Units communicated to you and set forth in the Company’s records (the “PSUs”), on the terms and conditions set forth in such communication, this Agreement and the Plan. Each PSU represents the right to receive one share of Stock, subject to the terms and conditions set forth herein.

  • Cash Award Subject to Section 2 and provided that you are employed by the Company or one of its affiliates on each applicable payment date set forth below, the Company shall pay you the Cash Award at the following times: (i) one-third (1/3) of the Cash Award on the Closing Date, (ii) one-third (1/3) of the Cash Award on the first anniversary of the Closing Date and (iii) the remaining one-third (1/3) of the Cash Award on the second anniversary of the Closing Date.

  • Performance Share Award If your Award includes a Performance Share Award, and you voluntarily terminate your employment prior to the end of the Performance Period, you will forfeit your entire Performance Share Award. 

  • Performance Share Awards On the Performance Share Vesting Date next following the Executive's date of death, the number of Performance Shares that shall become Vested Performance Shares shall be determined by multiplying (a) that number of shares of Company Common Stock subject to the Performance Share Agreement that would have become Vested Performance Shares had no such termination occurred; provided, however, in no case shall the number of Performance Shares that become Vested Performance Shares exceed 100% of the Target Number of Performance Shares set forth in the Performance Share Agreement, by (b) the ratio of the number of full months of the Executive's employment with the Company during the Performance Period (as defined in the Performance Share Agreement) to the number of full months contained in the Performance Period. Vested Common Shares shall be issued in settlement of such Vested Performance Shares on the Settlement Date next following the Executive’s date of death.

  • Award of Performance Shares Subject to all terms and conditions of the Plan and this Agreement, the Company has awarded to the Employee on the date indicated on the Award Summary the number of Performance Shares (individually, the “PS”) as shown on the Award Summary. Notwithstanding anything herein to the contrary, only active Employees and those Employees on Short Term Disability Leave, Social Service Leave, Family Medical Leave or Paid Uniform Services Leave (pursuant to the Company’s Human Resources Policies) on the effective date of the award as shown on the Award Summary shall be eligible to receive the award.

  • Vesting of Award Subject to Section 2(b) below and the other terms and conditions of this Agreement, this Award shall become vested in three equal annual installments on the first, second and third anniversaries of the date hereof. Unless otherwise provided by the Company, all dividends and other amounts receivable in connection with any adjustments to the Shares under Section 4(c) of the Plan shall be subject to the vesting schedule in this Section 2(a).

  • Performance Share Units The Committee may, in its discretion, grant to Executive performance share units subject to performance vesting conditions (collectively, the “Performance Units”), which shall be subject to restrictions on their sale as set forth in the Plan and an associated Performance Unit Grant Letter.

  • Performance Period For purposes of this Agreement, the term “Performance Period” shall be the period commencing on January 29, 2018 and ending on January 29, 2021.

  • Performance Award You are hereby awarded, on the Grant Date, a Performance Award with a target value of [AMOUNT].

  • Vesting of Awards In the event of a Change in Control, the surviving or successor entity (or its parent corporation) may continue, assume or replace awards granted to the Executive under the terms of the 2013 Equity Plan that are outstanding as of the Change in Control, and such awards or replacements therefore shall remain outstanding and be governed by their respective terms. If and to the extent that outstanding awards granted to the Executive under the terms of the 2013 Equity Plan are not continued, assumed or replaced in connection with a Change in Control, then the vesting of such awards shall be accelerated and such awards shall become immediately fully vested and, in the case of options, exercisable in full as of the Change in Control. With respect to outstanding awards granted to the Executive under the terms of the 2013 Equity Plan that are subject to performance-based vesting conditions, the level of achievement of the performance-based vesting conditions shall be measured consistent with the original terms of the award to preserve the intent of the metrics, and to the extent performance can no longer be reasonably measured consistent with the original terms, the vesting of such awards shall be accelerated and such awards shall become immediately fully vested and, in the case of options, exercisable in full as of the Change in Control. The reference to "fully vested" in connection with any award subject to performance-based vesting conditions refers to vesting at the maximum level of achievement of the performance goal or goals under the award.

Time is Money Join Law Insider Premium to draft better contracts faster.