Common use of Unvested Management Shares Clause in Contracts

Unvested Management Shares. The number of Unvested Management Shares shall equal the product of (i) the number of Management Shares and (ii) the Initial Unvested Percentage. The “Initial Unvested Percentage” shall be a fraction, the numerator of which shall be sum of (i) the aggregate amount payable to the Purchaser pursuant to Section 2.09(a)(i) of the Merger Agreement with respect to Unvested Company Stock Options, (ii) the aggregate amount payable to the Purchaser pursuant to Section 2.09(a)(ii) of the Merger Agreement with respect to Unvested Company Stock Options, assuming that the maximum amount of the Indemnity Escrow Fund and the maximum amount of the Stockholder Representative Reserve are paid to Equityholders, (iii) the aggregate amount payable to the Purchaser pursuant to Section 2.09(b)(i) of the Merger Agreement and (iv) the aggregate amount payable to the Purchaser pursuant to Section 2.09(b)(ii) of the Merger Agreement, assuming that the maximum amount of the Indemnity Escrow Fund and the maximum amount of the Stockholder Representative Reserve are paid to Equityholders, and the denominator of which shall be the sum of (A) the aggregate amount payable to the Purchaser pursuant to Section 2.09(a)(i) of the Merger Agreement, (B) the aggregate amount payable to the Purchaser pursuant to Section 2.09(a)(ii) of the Merger Agreement, assuming that the maximum amount of the Indemnity Escrow Fund and the maximum amount of the Stockholder Representative Reserve are paid to Equityholders, (C) the aggregate amount payable to the Purchaser pursuant to Section 2.09(b)(i) of the Merger Agreement and (D) the aggregate amount payable to the Purchaser pursuant to Section 2.09(b)(ii) of the Merger Agreement, assuming that the maximum amount of the Indemnity Escrow Fund and the maximum amount of the Stockholder Representative Reserve are paid to Equityholders. The Unvested Management Shares shall become fully vested and nonforfeitable on the Vesting Date, subject only to the Purchaser’s continued service for the Company or any of its Affiliates through the Vesting Date (any such Unvested Management Shares that become vested and nonforfeitable, together with the Initial Vested Management Shares, the “Vested Management Shares”). If the Purchaser’s service for the Company and its Affiliates terminates prior to the Vesting Date, the Unvested Management Shares shall be forfeited, without any payment to the Purchaser, unless otherwise provided in this Agreement (including pursuant to Section 5(a) below).

Unvested Management Shares. The number of Unvested Management Shares shall equal the product of (i) the number of Management Shares and (ii) the Initial Unvested Percentage. The “Initial Unvested Percentage” shall be a fraction, the numerator of which shall be sum of (i) the aggregate amount payable to the Purchaser pursuant to Section 2.09(a)(i) of the Merger Agreement with respect to Unvested Company Stock Options, (ii) the aggregate amount payable to the Purchaser pursuant to Section 2.09(a)(ii) of the Merger Agreement with respect to Unvested Company Stock Options, assuming that the maximum amount of the Indemnity Escrow Fund and the maximum amount of the Stockholder Representative Reserve are paid to Equityholders, (iii) the aggregate amount payable to the Purchaser pursuant to Section 2.09(b)(i) of the Merger Agreement and (ivii) the aggregate amount payable to the Purchaser pursuant to Section 2.09(b)(ii) of the Merger Agreement, assuming that the maximum amount of the Indemnity Escrow Fund and the maximum amount of the Stockholder Representative Reserve are paid to Equityholders, and the denominator of which shall be the sum of (A) the aggregate amount payable to the Purchaser pursuant to Section 2.09(a)(i) of the Merger Agreement, (B) the aggregate amount payable to the Purchaser pursuant to Section 2.09(a)(ii) of the Merger Agreement, assuming that the maximum amount of the Indemnity Escrow Fund and the maximum amount of the Stockholder Representative Reserve are paid to Equityholders, (C) the aggregate amount payable to the Purchaser pursuant to Section 2.09(b)(i) of the Merger Agreement and (D) the aggregate amount payable to the Purchaser pursuant to Section 2.09(b)(ii) of the Merger Agreement, assuming that the maximum amount of the Indemnity Escrow Fund and the maximum amount of the Stockholder Representative Reserve are paid to Equityholders. The Unvested Management Shares shall become fully vested and nonforfeitable on the Vesting Date, subject only to the Purchaser’s continued service for the Company or any of its Affiliates through the Vesting Date (any such Unvested Management Shares that become vested and nonforfeitable, together with the Initial Vested Management Shares, the “Vested Management Shares”). If the Purchaser’s service for the Company and its Affiliates terminates prior to the Vesting Date, the Unvested Management Shares shall be forfeited, without any payment to the Purchaser, unless otherwise provided in this Agreement (including pursuant to Section 5(a) below).