Common use of Stock Options Granted to Company Employees Clause in Contracts

Stock Options Granted to Company Employees. If at any time or from time to time, in connection with any Equity Plan, an option to purchase Class A Shares granted to a Company Employee is duly exercised, the following events will be deemed to have occurred: (i) the Corporation shall sell to the Company, and the Company shall purchase from the Corporation, the number of Class A Shares as to which such stock option is being exercised, with the purchase price per Class A Share for such sale of Class A Shares to the Company being the Value of a Class A Share as of the date of exercise of such stock option; (ii) the Company shall sell to the Optionee (or if the Optionee is an employee of a Controlled Entity of the Company, the Company shall sell to such Controlled Entity, which in turn shall sell to the Optionee), for a cash price per share equal to the Value of a Class A Share as of the date of exercise, the number of Class A Shares so exercised equal to (1) the exercise price paid to the Corporation by the exercising party in connection with the exercise of such stock option divided by (2) the Value of a Class A Share at the time of such exercise; (iii) the Company shall transfer to the Optionee (or if the Optionee is an employee of a Controlled Entity of the Company, the Company shall transfer to such Controlled Entity, which in turn shall transfer to the Optionee) at no additional cost, as additional compensation, the number of Class A Shares equal to the number of Class A Shares described in Section 3.5(b)(i) less the number of Class A Shares described in Section 3.5(b)(ii); (iv) as soon as practicable after such exercise, the Corporation shall make a Capital Contribution to the Company of an amount equal to all net proceeds received (from whatever source, but excluding any payment in respect of payroll taxes or other withholdings) by the Corporation in connection with the exercise of such stock option; and (v) in exchange for such Capital Contribution, the Company shall issue a number of Common Units to the Corporation equal to the quotient of (1) the number of Class A Shares issued in connection with the exercise of such stock option, divided by (2) the Adjustment Factor then in effect.

Appears in 2 contracts

Samples: Business Combination Agreement (ARYA Sciences Acquisition Corp IV), Business Combination Agreement (Amicus Therapeutics, Inc.)

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Stock Options Granted to Company Employees. If at any time or from time to time, in connection with any Equity Plan, an option to purchase Class A Shares granted to a Company Employee is duly exercised, the following events will be deemed to have occurred: (i) the Corporation SDC Inc. shall sell to the Company, and the Company shall purchase from the CorporationSDC Inc., the number of Class A Shares as to which such stock option is being exercised, with the . The purchase price per Class A Share for such sale of Class A Shares to the Company being shall be the Value of a Class A Share as of the date of exercise of such stock option;. (ii) the The Company shall sell to the Optionee (or if the Optionee is an employee or other service provider of a Controlled Entity of the CompanyCompany Subsidiary, the Company shall sell to such Controlled EntityCompany Subsidiary, which in turn shall sell to the Optionee), for a cash price per share equal to the Value of a Class A Share as of the date of exercise, the number of Class A Shares so exercised equal to (1x) the exercise price paid to the Corporation SDC Inc. by the exercising party in connection with the exercise of such stock option divided by (2y) the Value of a Class A Share at the time of such exercise;. (iii) the The Company shall transfer to the Optionee (or if the Optionee is an employee or other service provider of a Controlled Entity of the CompanyCompany Subsidiary, the Company shall transfer to such Controlled EntityCompany Subsidiary, which in turn shall transfer to the Optionee) at no additional cost, as additional compensation, the number of Class A Shares equal to the number of Class A Shares described in Section 3.5(b)(i3.4(b)(i) less the number of Class A Shares described in Section 3.5(b)(ii3.4(b)(ii);. (iv) SDC Inc. shall, as soon as practicable after such exercise, the Corporation shall make a Capital Contribution to the Company of an amount equal to all net proceeds received (from whatever source, but excluding any payment in respect of payroll taxes or other withholdings) by the Corporation SDC Inc. in connection with the exercise of such stock option; and (v) in . In exchange for such Capital Contribution, the Company shall issue a number of Common Units to the Corporation SDC Inc. equal to the quotient of (1x) the number of Class A Shares issued in connection with the exercise of such stock option, divided by (2y) the Adjustment Factor then in effect.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (SmileDirectClub, Inc.), Limited Liability Company Agreement (SmileDirectClub, Inc.)

Stock Options Granted to Company Employees. If at any time or from time to time, in connection with any Equity Plan, an option to purchase Class A Shares granted to a Company Employee is duly exercised, the following events will be deemed to have occurredoccur: (i) the Corporation The Managing Member shall sell be deemed to have sold to the Company, and the Company shall purchase from the CorporationManaging Member, the number of Class A Shares as to which such stock option is being exercised, with the . The purchase price per Class A Share for such sale of Class A Shares to the Company being shall be the Value of a Class A Share as of the date of exercise of such stock option;. (ii) the The Company shall sell be deemed to have sold to the Optionee (or if the Optionee is an employee of a Controlled Entity of the CompanyCompany Subsidiary, the Company shall sell to such Controlled EntityCompany Subsidiary, which in turn shall sell to the Optionee), for a cash price per share equal to the Value of a Class A Share as at the time of the date of exercise, the number of Class A Shares so exercised equal to (1a) the exercise price paid to the Corporation Managing Member by the exercising party in connection with the exercise of such stock option divided by (2b) the Value of a Class A Share at the time of such exercise;. (iii) the The Company shall transfer be deemed to have transferred to the Optionee (or if the Optionee is an employee of a Controlled Entity of the CompanyCompany Subsidiary, the Company shall transfer be deemed to have transferred to such Controlled EntityCompany Subsidiary, which in turn shall transfer be deemed to have transferred to the Optionee) at no additional cost, as additional compensation, the number of Class A Shares equal to the number of Class A Shares described in Section 3.5(b)(i3.4(b)(i) less the number of Class A Shares described in Section 3.5(b)(ii3.4(b)(ii);. (iv) The Managing Member shall, as soon as practicable after such exercise, the Corporation shall make a Capital Contribution to the Company of an amount equal to all net proceeds received (from whatever source, but excluding any payment in respect of payroll taxes or other withholdings) by the Corporation Managing Member in connection with the exercise of such stock option; and (v) in . In exchange for such Capital Contribution, the Company shall issue a number of Company Class A Common Units to the Corporation Managing Member equal to the quotient of (1a) the number of Class A Shares issued in connection with the exercise of such stock option, divided by (2b) the Adjustment Factor then in effect.

Appears in 1 contract

Samples: Purchase and Contribution Agreement (Skilled Healthcare Group, Inc.)

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Stock Options Granted to Company Employees. If at any time or from time to time, in connection with any Equity Plan, an option to purchase Class A Shares granted to a Company Employee is duly exercised, the following events will be deemed to have occurred: (i) the Corporation (on behalf of the Blocker Member) shall sell to the Company, and the Company shall purchase from the Corporation, the number of Class A Shares as to which such stock option is being exercised, with the purchase price per Class A Share for such sale of Class A Shares to the Company being the Value of a Class A Share as of the date of exercise of such stock option; (ii) the Company shall sell to the Optionee (or if the Optionee is an employee of a Controlled Entity of the Company, the Company shall sell to such Controlled Entity, which in turn shall sell to the Optionee), for a cash price per share equal to the Value of a Class A Share as of the date of exercise, the number of Class A Shares so exercised equal to (1) the exercise price paid to the Corporation by the exercising party in connection with the exercise of such stock option divided by (2) the Value of a Class A Share at the time of such exercise; (iii) the Company shall transfer to the Optionee (or if the Optionee is an employee of a Controlled Entity of the Company, the Company shall transfer to such Controlled Entity, which in turn shall transfer to the Optionee) at no additional cost, as additional compensation, the number of Class A Shares equal to the number of Class A Shares described in Section 3.5(b)(i4.5(b)(i) less the number of Class A Shares described in Section 3.5(b)(ii4.5(b)(ii); (iv) as soon as practicable after such exercise, the Corporation shall make a contribution to the capital of the Blocker Member for no consideration and the Blocker Member shall, make a Capital Contribution to the Company Company, in each case of an amount equal to all net proceeds received (from whatever source, but excluding any payment in respect of payroll taxes or other withholdings) by the Corporation in connection with the exercise of such stock option; and; (v) in exchange for such Capital Contribution, the Company shall issue a number of Common Units to the Corporation Blocker Member equal to the quotient of (1) the number of Class A Shares issued in connection with the exercise of such stock option, divided by (2) the Adjustment Factor then in effect.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Digital Media Solutions, Inc.)

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