Common use of Voting Rights, Dividend Equivalent Rights and Distributions Clause in Contracts

Voting Rights, Dividend Equivalent Rights and Distributions. Participants shall have no voting rights with respect to shares of Stock represented by Restricted Stock Units until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation). The Committee, in its discretion, may provide in the Award Agreement evidencing any Restricted Stock Unit Award that the Participant shall be entitled to receive Dividend Equivalent Rights during the period beginning on the date a Restricted Stock Unit Award is granted and ending, with respect to each share of Stock underlying the Award, on the earlier of the date the Award vests or the date on which it is terminated. For a Restricted Stock Unit Award based upon the satisfaction of Performance Goals, the Dividend Equivalent Rights paid will be based on the number of shares earned by the Participant. However, in the event of a dividend or distribution paid in shares of Stock or other property or any other adjustment made upon a change in the capital structure of the Corporation as described in Section 3.2, any and all new, substituted or additional securities or other property (other than normal cash dividend equivalents) to which the Participant may be entitled by reason of the Participant’s Restricted Stock Unit Award shall be immediately subject to the terms and conditions and shall be settled in the same manner and at the same time as the Restricted Stock Unit Award with respect to which such Dividend Equivalent Rights were paid or adjustments were made.

Appears in 4 contracts

Samples: Merger Agreement (Cboe Global Markets, Inc.), Merger Agreement (CBOE Holdings, Inc.), Merger Agreement (CBOE Holdings, Inc.)

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Voting Rights, Dividend Equivalent Rights and Distributions. Participants shall have no voting rights with respect to shares of Stock Shares represented by Restricted Stock Units until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Corporation Company or of a duly authorized transfer agent of the CorporationCompany). The CommitteeHowever, the Administrator, in its discretion, may provide in the Award Agreement evidencing any Restricted Stock Unit Award that the Participant shall be entitled to receive Dividend Equivalent Rights with respect to the payment of cash dividends on Stock during the period beginning on the date a Restricted Stock Unit such Award is granted and ending, with respect to each share of Stock underlying subject to the Award, on the earlier of the date the Award vests is settled or the date on which it is terminated. For Dividend Equivalent Rights, if any, shall be paid by crediting the Participant with a cash amount or with additional whole Restricted Stock Unit Award based upon Units as of the satisfaction date of Performance Goalspayment of such cash dividends on Stock, as determined by the Dividend Equivalent Rights Administrator. The number of additional Restricted Stock Units (rounded to the nearest whole number), if any, to be credited shall be determined by dividing (a) the amount of cash dividends paid will be based on the dividend payment date with respect to the number of shares earned Shares represented by the ParticipantRestricted Stock Units previously credited to the Participant by (b) the Fair Market Value per Share on such date. However, in the event of a dividend or distribution paid in shares of Stock or other property or any other adjustment made upon a change in the capital structure of the Corporation as described in Section 3.2, any and all new, substituted Such cash amount or additional securities or other property (other than normal cash dividend equivalents) to which the Participant may be entitled by reason of the Participant’s Restricted Stock Unit Award Units shall be immediately subject to the same terms and conditions and shall be settled in the same manner and at the same time as the Restricted Stock Units originally subject to the Restricted Stock Unit Award with respect to which such Dividend Equivalent Rights were paid or adjustments were madeAward.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Welsbach Technology Metals Acquisition Corp.)

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Voting Rights, Dividend Equivalent Rights and Distributions. Participants shall have no voting rights with respect to shares of Stock represented by Restricted Stock Units Other Stock-Based Awards until the date of the issuance of such shares of Stock (as evidenced by the appropriate entry on the books of the Corporation Company or of a duly authorized transfer agent of the CorporationCompany), if any, in settlement of such Award. The However, the Committee, in its discretion, may provide in the Award Agreement evidencing any Restricted Stock Unit Other Stock-Based Award that the Participant shall be entitled to receive Dividend Equivalent Rights with respect to the payment of cash dividends on Stock during the period beginning on the date a Restricted Stock Unit such Award is granted and ending, with respect to each share of Stock underlying subject to the Award, on the earlier of the date the Award vests is settled or the date on which it is terminated. For a Restricted Stock Unit Award based upon Such Dividend Equivalent Rights, if any, shall be paid in accordance with the satisfaction of Performance Goals, the provisions set forth in Section 9.4. Dividend Equivalent Rights paid will shall not be based on the number of shares earned by the Participantgranted with respect to Cash-Based Awards. However, in In the event of a dividend or distribution paid in shares of Stock or other property or any other adjustment made upon a change in the capital structure of the Corporation Company as described in Section 3.24.3, appropriate adjustments shall be made in the Participant’s Other Stock-Based Award so that it represents the right to receive upon settlement any and all new, substituted or additional securities or other property (other than normal regular, periodic cash dividend equivalentsdividends) to which the Participant may would be entitled by reason of the Participant’s Restricted shares of Stock Unit Award issuable upon settlement of such Award, and all such new, substituted or additional securities or other property shall be immediately subject to the terms same Vesting Conditions and conditions and shall be settled in performance criteria, if any, as are applicable to the same manner and at the same time as the Restricted Stock Unit Award with respect to which such Dividend Equivalent Rights were paid or adjustments were madeAward.

Appears in 1 contract

Samples: Business Combination Agreement (FTAC Athena Acquisition Corp.)

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