Vesting of Founder Shares. The Founder Shares held directly or indirectly by each Founder, shall vest as follows: 25% to vest one year from the date of this agreement and the remaining 75% to vest in equal monthly installments over the following 36 months (one forty-eight per month). Those Shares that are vested is defined as “Vested Founder Shares”, the Shares that are not vested is defined as “Unvested Founder Shares”. The purchase right of the Shareholders specified in this Clause shall apply only to unvested Founder Shares. 4.7.1.1 If the employment relationship of any Founder is terminated with effect before 4 years from the date of this Agreement by the Founder, or by the Company as a consequence of material breach of the Founder’s duties according to its employment agreement which qualifies for termination according to the Norwegian Work Environment Act Section 15-14 (Avskjed), then the Company or, if decided by the Board, alternatively the other Shareholders, shall have the right, but no obligation, to buy all Unvested Founder Shares of the terminating Founder. In case of such termination of the employment of a Founder, the Board can either buy the Unvested Founder Shares on behalf of the Company (which then the Shares becomes treasury Shares) or inform the other Shareholders in writing about the option to buy the Unvested Founder Shares. Those of the Shareholders who wants to exercise their option are required to give notification to the Board within 1 (one) month after reception of information from the Board. If the option is exercised by more than one Shareholder, the Unvested Founder Shares shall be divided among them according to their pro rata shareholding of the Company at the time of exercising the right. The purchase price under this clause shall be the subscription price the Founder originally paid for the Unvested Founder Shares. 4.7.1.2 If the employment relationship of any Founder is terminated with effect before 4 years from the date of this agreement for other reasons than those described in Clause 4.7.1.1, then the Company or, if decided by the Board, alternatively the other Shareholders, shall have the right, but no obligation, to buy all Unvested Founder Shares of the terminating Founder. In case of such termination of the employment of a Founder, the Board can either buy the Unvested Founder Shares on behalf of the Company (which then the Shares becomes treasury Shares) or inform the other Shareholders in writing about the option to buy the Shares. Those of the Shareholders who wants to exercise their option are required to give notification to the Board within 1 (one) month after reception of information from the Board. If the option is exercised by more than one Shareholder, the Unvested Founder Shares shall be divided among them according to their pro rata shareholding of the Company at the time of exercising the right. The purchase price under this clause shall be equal to the subscription price per share used in the latest share capital increase in the Company
Appears in 3 contracts
Samples: Shareholder Agreements, Shareholder Agreements, Shareholder Agreements
Vesting of Founder Shares. The Founder Shares held directly or indirectly by each Founder, shall vest as follows: 25% to vest one year from the date of this agreement and the remaining 75% to vest in equal monthly installments over the following 36 months (one forty-eight per month). Those Shares that are vested is defined defined as “Vested Founder Shares”, the Shares that are not vested is defined defined as “Unvested Founder Shares”. The purchase right of the Shareholders specified specified in this Clause shall apply only to unvested Founder Shares.
4.7.1.1 If the employment relationship of any Founder is terminated with effect before 4 years from the date of this Agreement by the Founder, or by the Company as a consequence of material breach of the Founder’s duties according to its employment agreement which qualifies qualifies for termination according to the Norwegian Work Environment Act Section 15-14 (Avskjed), then the Company or, if decided by the Board, alternatively the other Shareholders, shall have the right, but no obligation, to buy all Unvested Founder Shares of the terminating Founder. In case of such termination of the employment of a Founder, the Board can Boardcan either buy the Unvested Founder Shares on behalf of the Company (which then the Shares becomes treasury Shares) or inform the other Shareholders in writing about the option to buy the Unvested Founder Shares. Those of the Shareholders who wants to exercise their option are required to give notification notification to the Board within 1 (one) month after reception of information from the Board. If the option is exercised by more than one Shareholder, the Unvested Founder Shares shall be divided among them according to their pro rata shareholding of the Company at the time of exercising the right. The purchase price under this clause shall be the subscription price the Founder originally paid for the Unvested Founder Shares.
4.7.1.2 If the employment relationship of any Founder is terminated with effect before 4 years from the date of this agreement for other reasons than those described in Clause 4.7.1.1, then the Company or, if decided by the Board, alternatively the other Shareholders, shall have the right, but no obligation, to buy all Unvested Founder Shares of the terminating Founder. In case of such termination of the employment of a Founder, the Board can Boardcan either buy the Unvested Founder Shares on behalf of the Company (which then the Shares becomes treasury Shares) or inform the other Shareholders in writing about the option to buy the Shares. Those of the Shareholders who wants to exercise their option are required to give notification notification to the Board within 1 (one) month after reception of information from the Board. If the option is exercised by more than one Shareholder, the Unvested Founder Shares shall be divided among them according to their pro rata shareholding of the Company at the time of exercising the right. The purchase price under this clause shall be equal to the subscription price per share used in the latest share capital increase in the Company
Appears in 3 contracts
Samples: Shareholder Agreements, Shareholder Agreements, Shareholder Agreements
Vesting of Founder Shares. The Subject to Clause 5 and Clause 6 above, the Shares held by each Founder (“Founder Shares”) as on the Execution Date shall be deemed to be released to the respective Founders in accordance with the details provided in Schedule 11 as long as the Founder is in continuous employment with the Company. For the purpose of this Agreement, in respect of each Founder, all Founder Shares which are released from the Vesting Period shall be referred to as “Released Shares”, and all Founder Shares which are not released from the Vesting Period shall be referred to as “Unreleased Shares”. Each Founder shall have voting rights in respect of all Founder Shares held directly by him in accordance with the terms of this Agreement, whether or indirectly not the Shares are Released Shares. Upon the termination of a Founder’s employment with the Company for Cause, the Released and Unreleased Shares of such Founder shall be Transferred to other shareholders in proportionate to their respective shareholding in the Company at the face value or at the lowest possible value permissible under Law at the time of such termination; or shall be treated in any other such manner, as determined by the Board, without the participation of the concerned Founder. Upon the resignation or termination of a Founder’s employment with the Company for a reason other than Cause, the Released Shares held by such Founder may be retained by him, and the Unreleased Shares held by such Founder shall be (i) Transferred to other shareholders in proportionate to their respective shareholding in the Company; and/or (ii) treated in any other such manner, as determined by the Board, without the participation of the concerned Founder; in each case at the face value or at the lowest possible value permissible under Law at the time of such termination under applicable Law. In cases of termination of Founder’s employment both with Cause or without Cause, shall vest the Transfer of Released Shares and/or Unreleased Shares, as follows: 25% the case may be in accordance with Clause 7.4 and Clause 7.5 above, to vest one year other Shareholders must be given effect to within 30 (thirty) days from the date of this agreement and the remaining 75% to vest in equal monthly installments over the following 36 months (one forty-eight per month). Those Shares that are vested is defined as “Vested Founder Shares”, the Shares that are not vested is defined as “Unvested Founder Shares”. The purchase right of the Shareholders specified in this Clause shall apply only to unvested Founder Shares.
4.7.1.1 If the employment relationship of any Founder is terminated with effect before 4 years from the date of this Agreement by the Founder, or by the Company as a consequence of material breach of the Founder’s duties according to its employment agreement which qualifies for termination according to the Norwegian Work Environment Act Section 15-14 (Avskjed), then the Company or, if decided by the Board, alternatively the other Shareholders, shall have the right, but no obligation, to buy all Unvested Founder Shares of the terminating Founder. In case of such termination of employment. In the employment event of an acquisition or a Foundermerger, the Board can either buy the Unvested Founder vesting of Unreleased Shares on behalf of the Company (which then the Shares becomes treasury Shares) or inform the other Shareholders in writing about the option to buy the Unvested Founder Shares. Those of the Shareholders who wants to exercise their option are required to give notification to may be accelerated by the Board within 1 (one) month after reception of information from the Board. If the option is exercised by more than one Shareholder, the Unvested Founder Shares shall be divided among them according immediately prior to their pro rata shareholding of the Company at the time of exercising the right. The purchase price under this clause shall be the subscription price the Founder originally paid for the Unvested Founder Sharessuch event.
4.7.1.2 If the employment relationship of any Founder is terminated with effect before 4 years from the date of this agreement for other reasons than those described in Clause 4.7.1.1, then the Company or, if decided by the Board, alternatively the other Shareholders, shall have the right, but no obligation, to buy all Unvested Founder Shares of the terminating Founder. In case of such termination of the employment of a Founder, the Board can either buy the Unvested Founder Shares on behalf of the Company (which then the Shares becomes treasury Shares) or inform the other Shareholders in writing about the option to buy the Shares. Those of the Shareholders who wants to exercise their option are required to give notification to the Board within 1 (one) month after reception of information from the Board. If the option is exercised by more than one Shareholder, the Unvested Founder Shares shall be divided among them according to their pro rata shareholding of the Company at the time of exercising the right. The purchase price under this clause shall be equal to the subscription price per share used in the latest share capital increase in the Company
Appears in 2 contracts
Samples: Securities Subscription and Shareholders Agreement, Securities Subscription and Shareholders Agreement
Vesting of Founder Shares. The Founder Shares held directly or indirectly by each Founder, shall vest as follows: 25% to vest one year from the date of this agreement and the remaining 75% to vest in equal monthly installments over the following 36 months (one forty-eight per month). Those Shares that are vested is defined as “Vested Founder Shares”, the Shares that are not vested is defined as “Unvested Founder Shares”. The purchase right of the Shareholders specified in this Clause shall apply only to unvested Founder Shares.
4.7.1.1 If the employment relationship of any Founder is terminated with effect before 4 years from the date of this Agreement by the Founder, or by the Company as a consequence of material breach of the Founder’s duties according to its employment agreement which qualifies for termination according to the Norwegian Work Environment Act Section 15-14 (Avskjed), then the Company or, if decided by the Board, alternatively the other Shareholders, shall have the right, but no obligation, to buy all Unvested Founder Shares of the terminating Founder. In case of such termination of the employment of a Founder, the Board can Boardcan either buy the Unvested Founder Shares on behalf of the Company (which then the Shares becomes treasury Shares) or inform the other Shareholders in writing about the option to buy the Unvested Founder Shares. Those of the Shareholders who wants to exercise their option are required to give notification to the Board within 1 (one) month after reception of information from the Board. If the option is exercised by more than one Shareholder, the Unvested Founder Shares shall be divided among them according to their pro rata shareholding of the Company at the time of exercising the right. The purchase price under this clause shall be the subscription price the Founder originally paid for the Unvested Founder Shares.
4.7.1.2 If the employment relationship of any Founder is terminated with effect before 4 years from the date of this agreement for other reasons than those described in Clause 4.7.1.1, then the Company or, if decided by the Board, alternatively the other Shareholders, shall have the right, but no obligation, to buy all Unvested Founder Shares of the terminating Founder. In case of such termination of the employment of a Founder, the Board can Boardcan either buy the Unvested Founder Shares on behalf of the Company (which then the Shares becomes treasury Shares) or inform the other Shareholders in writing about the option to buy the Shares. Those of the Shareholders who wants to exercise their option are required to give notification to the Board within 1 (one) month after reception of information from the Board. If the option is exercised by more than one Shareholder, the Unvested Founder Shares shall be divided among them according to their pro rata shareholding of the Company at the time of exercising the right. The purchase price under this clause shall be equal to the subscription price per share used in the latest share capital increase in the Company
Appears in 1 contract
Samples: Shareholder Agreements