Terms of Issuance. The Participant acknowledges being subject to all terms, conditions and policies contained in the Company’s Employee Manual, as the same may be amended or modified from time-to-time at the sole discretion of the Company.
Terms of Issuance. (a) No provision contained in this Agreement shall entitle the Grantee to remain an employee or service provider of, or otherwise be affiliated with, Antero Resources Corporation (the “Employer”) or any other member of the Company Group for any particular period of time.
(b) By the Grantee’s execution of this Agreement, the Grantee is hereby bound by the terms of the LLC Agreement as a Member. The Awarded Units are subject to all of the terms and restrictions applicable to Series B Units as set forth in the LLC Agreement and in this Agreement. Effective as of the Effective Date, the Grantee has executed a counterpart signature page to the LLC Agreement or an Addendum Agreement.
(c) The Grantee shall (i) make a timely election under Section 83(b) of the Code in substantially the form attached hereto as Exhibit A with respect to the Awarded Units that, as of the Effective Date, are subject to a “substantial risk of forfeiture” within the meaning of Section 83 of the Code and the Treasury regulations promulgated thereunder and (ii) consult with the Grantee’s tax advisor to determine the tax consequences of filing such an election under Section 83(b) of the Code. It is the Grantee’s sole responsibility, and not the responsibility of the Company or any of its Affiliates, to timely file an election under Section 83(b) of the Code even if the Grantee requests the Company or any of its Affiliates or any of their respective managers, directors, officers, employees, agents or authorized representatives (including attorneys, accountants, consultants, bankers, lenders, prospective lenders or financial representatives) to assist in making such filing and even if any of such Persons agree to do so. The Grantee shall provide the Company, on or before the due date for filing such election, proof that such election has been timely filed. For the avoidance of doubt, the Grantee shall be solely responsible for any tax liability that may result from any failure to make a timely election under Section 83(b) of the Code with respect to the Awarded Units described in clause (i) of this Section 2(c). In the event that the Grantee fails to make a timely election under Section 83(b) of the Code with respect to such Awarded Units, the Grantee shall nonetheless be treated by the Company as the owner of such Awarded Units for federal income tax purposes in accordance with Revenue Procedure 2001-43 (or the corresponding requirements of any subsequent guidance promulgated by the United ...
Terms of Issuance. (a) The Executive acknowledges and agrees that no provision contained in this Agreement shall entitle the Executive to remain in the employment of the Company or its Affiliates, and that the terms and conditions of his employment shall be as set forth in the employment agreement between the Executive and Delek US Holdings, Inc., effective as of November 1, 2011 (the “Employment Agreement”).
(b) The Executive and the Company acknowledge and agree that the Executive Membership Interest is authorized and issued pursuant to the LLC Agreement and subject to all of the restrictions applicable to Membership Interests as set forth in the LLC Agreement and in this Agreement.
Terms of Issuance. (a) As an inducement to the Company to enter into this Agreement, concurrently with the execution and delivery of this Agreement, the Principal is entering into a Waiver Agreement, under which the Principal is accepting as consideration the grant of Series B-1 Units issued hereunder and agreeing to enter into an amended and restated employment agreement (the “Employment Agreement”) with the Company, subject to the Company’s compensation committee’s approval, and if necessary, the Board’s approval, of the terms of such Employment Agreement.
(b) The Principal acknowledges and agrees that no provision contained in this Agreement shall entitle the Principal to remain in the employment of the Company.
(c) The Principal acknowledges and agrees that, except as provided in the LLC Agreement, the Company has no duty or obligation to disclose to the Principal, and the Principal shall have no right to be advised of, any information regarding the Company in connection with the forfeiture or redemption of the Series B-1 Units pursuant to the terms and conditions of this Agreement.
(d) The Principal acknowledges and agrees that the Series B-1 Units are a designated series of the Series B Units authorized and issued pursuant to the LLC Agreement and subject to all of the restrictions applicable to Series B-1 Units as set forth in the LLC Agreement and in this Agreement.
Terms of Issuance. (a) Grantee’s Restricted Shares and Grantee’s rights as a stockholder of the Company are subject to the Organizational Documents of the Company in all respects.
(b) Grantee shall (i) make a timely election under Section 83(b) of the Code with respect to the Restricted Shares that, as of the Effective Date, are subject to a “substantial risk of forfeiture” within the meaning of Section 83 of the Internal Revenue Code and the Treasury Regulations promulgated thereunder and (ii) consult with the Grantee’s tax advisor to determine the tax consequences of filing such an election under Section 83(b) of the Code. It is the Grantee’s sole responsibility, and not the responsibility of the Company or any of its Affiliates, to timely file an election under Section 83(b) of the Code even if the Grantee requests the Company or any of its Affiliates or any of their respective managers, directors, officers, employees, agents or authorized representatives (including attorneys, accountants, consultants, bankers, lenders, prospective lenders or financial representatives) to assist in making such filing and even if any of such Persons agree to do so. For the avoidance of doubt, the Grantee shall be solely responsible for any tax liability that may result from any failure to make a timely election under Section 83(b) of the Code with respect to the Restricted Shares described in clause (i) of this Section 3(b).
Terms of Issuance. The Participant acknowledges being a party to one of the following agreements with the Company or its Subsidiaries: (i) a non-competition and confidentiality agreement; or (ii) a confidentiality, non-solicitation and non-disparagement agreement.
Terms of Issuance. The Grantee acknowledges being subject to all terms, conditions and policies contained in the Company’s Employee Manual, as the same may be amended or modified from time-to-time at the sole discretion of the Company.
Terms of Issuance. 1.1 Upon the terms and subject to the conditions of this Agreement, if (a) as of 5:30 PM Eastern on the date of the Meeting, Investor holds the Investor Shares (as defined below), (b) Investor does not exercise (or exercised and validly rescinds) its Redemption Rights with respect to such Investor Shares in connection with the Meeting, and (c) the Extension is approved at the Meeting,, then Pubco will issue, and Mars and Sponsor will cause Pubco to issue, to Investor for no additional consideration the Promised Securities set forth on Exhibit A. “Investor Shares” shall mean an amount of the Public Shares presently held by Investor equal to the lesser of an aggregate amount of (i) [●] Public Shares, and (ii) 9.9% of the Public Shares that are not to be redeemed, including those Public Shares subject to non-redemption agreements with other Mars shareholders similar to this Agreement on or about the date of the Meeting. The Sponsor and Mars agree to provide Investor with the final number of Investor Shares subject to this Agreement no later than 9:30 AM Eastern on the first business day before the date of the Meeting (and in all cases a sufficient amount of time to allow the Investor to exercise Redemption Rights with regard to any Investor Shares in excess of 9.9% of the Public Shares), provided, that such amount shall not exceed [●] Public Shares.
Terms of Issuance. (1) The obligation of Gold Fields to purchase Offered Securities pursuant to the agreement resulting from the acceptance by Gold Fields of any Offer shall be conditional upon:
(a) Gold Fields obtaining any approvals required by South African Regulatory Requirements;
(b) Gold Fields obtaining any shareholder approval required by applicable Laws; and
(c) the completion of the proposed issuance giving rise to the requirement to make such Offer (in this Section 2.06, the “Issuance"). In the event that a condition set out in Section 2.06(1)(a) or (b) has not been satisfied at the completion date of the Issuance but is satisfied within 20 business days following such completion date, the Gold Fields Group shall, upon notice by Gold Fields to the Corporation prior to the completion of the Issuance, be entitled to subscribe for the Gold Fields Entitlement in respect of such Issuance on the terms of the Offer, mutatis mutandis.
(2) None of the terms and conditions of any Issuance shall be amended subsequent to the Corporation’s making of the Offer in relation thereto without the prior consent of Gold Fields.
Terms of Issuance. 1.1. Upon the terms and subject to the conditions of this Agreement, if (a) PRLH holds the Meeting, (b) as of 5:30 p.m., New York time, on the date of the Meeting, Investor holds the Investor Shares (as defined below), (c) Investor does not exercise (or exercises but validly rescinds) its Redemption Rights with respect to such Investor Shares in connection with the Meeting, and (d) the Extension is approved at the Meeting and is effected by PXXX’s filing an amendment to the Charter with the appropriate Cayman Islands agency, then PRLH hereby agrees to issue to Investor for no additional consideration the Issued Securities set forth on Exhibit A. “Investor Shares” shall mean a number of the Public Shares presently held by Investor equal to the lesser of (i) [●] Public Shares, and (ii) 9.9% of the Public Shares that will remain outstanding following the Meeting, including the Public Shares that are not to be redeemed and the Public Shares subject to non-redemption agreements with other PRLH shareholders similar to this Agreement, such percentage to be calculated, on or about the date of the Meeting. PXXX agrees to provide Investor with the final number of Investor Shares subject to this Agreement no later than 9:30 a.m., New York time, on the business day immediately prior to the date of the Meeting (and in all cases a sufficient amount of time to allow the Investor to exercise any Redemption Rights with regard to any Investor Shares in excess of a 9.9% ownership position).
