SpinCo Equity Plan Sample Clauses

SpinCo Equity Plan. Effective as of the time the IPO Registration Statement is declared effective by the SEC, the Company shall adopt an equity incentive compensation plan for the benefit of eligible SpinCo Participants (the “SpinCo Equity Plan”). The Company shall prepare and file with the Securities and Exchange Commission a registration statement on an appropriate form with respect to the Resulting Entity Common Shares to be authorized for issuance under the SpinCo Equity Plan and shall use its reasonable best efforts to have such registration statement declared effective as soon as practicable following the time the IPO Registration Statement is declared effective by the SEC. Any and all costs and expenses incurred by the Parent Group to establish and design the SpinCo Equity Plan will be retained by Parent and will constitute Parent Retained Employee Liabilities. From and after the Separation Time, (i) the Company shall retain the SpinCo Equity Plan, and all Liabilities thereunder shall constitute SpinCo Assumed Employee Liabilities, and (ii) Parent shall retain the Parent Equity Plan, and all Liabilities thereunder shall constitute Parent Retained Employee Liabilities.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
SpinCo Equity Plan. Prior to the Distribution Time, (i) the Company, SpinCo and Xxxxxx Partner shall work together in good faith to develop the terms of a new equity incentive plan to be adopted by SpinCo no later than immediately prior to the Distribution Time, which shall be effective no earlier than immediately prior to the Distribution Time (the “SpinCo Equity Plan”), it being understood that the SpinCo Equity Plan shall have such terms as are necessary to permit the implementation of the provisions of this Section 4.2, (ii) the Company, SpinCo and Merger Partner shall use commercially reasonable efforts to agree to the material terms of the SpinCo Equity Plan as promptly as practicable after the date of this Agreement and in any event by no later than the date of filing of the Form 10 or other registration statement to be filed by SpinCo with the SEC to effect the registration of shares of SpinCo Common Stock in connection with the Distribution and (iii) the Company shall, or cause the applicable member of the Company Group to, approve the SpinCo Equity Plan in its capacity as sole shareholder of SpinCo prior to the Distribution Time.
Sample 1

Related to SpinCo Equity Plan

  • Equity Plans Executive shall be entitled to participate in any equity or other employee benefit plan that is generally available to senior executive officers, as distinguished from general management, of the Company. Except as otherwise provided in this Agreement, Executive’s participation in and benefits under any such plan shall be on the terms and subject to the conditions specified in the governing document of the particular plan.

  • Company Equity Awards With respect to any stock options, restricted stock or other equity awards (the “Equity Awards”) granted pursuant to any compensation plan of the Company or its Subsidiaries providing for the issuance of Equity Awards (the “Company Plans”), (A) each grant of an Equity Award was duly authorized no later than the date on which the grant of such Equity Award was by its terms to be effective by all necessary corporate action, and (B) each such grant was made in accordance with the terms of the Company Plans and all other applicable laws and regulatory rules or requirements.

  • Equity Awards “Equity Awards” will mean Executive’s outstanding stock options, stock appreciation rights, restricted stock units, performance shares, performance stock units and any other Company equity compensation awards.

  • Annual Equity Awards Following the first anniversary of the Effective Date, Executive will be granted annual equity awards in an amount determined by the Board. Such awards may be in the form of options, restricted stock units, performance shares, or any other form as approved by the Board.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!