Xxxxxx Xxxxxxxx Share Awards Granted under the Xxxxxx Xxxxxxxx Share Plan Sample Clauses

Xxxxxx Xxxxxxxx Share Awards Granted under the Xxxxxx Xxxxxxxx Share Plan. In accordance with the terms of the Xxxxxx Xxxxxxxx Share Plan and applicable award agreements evidencing the outstanding Xxxxxx Xxxxxxxx Share Awards, each Xxxxxx Xxxxxxxx Share Award granted under the Xxxxxx Xxxxxxxx Share Plan that is outstanding immediately prior to the Effective Time shall, by virtue of the occurrence of the Effective Time and pursuant to the Scheme and without any action on the part of the holder of such Xxxxxx Xxxxxxxx Share Award, be assumed by Holdco and converted into the right to receive, on the same terms and conditions as were applicable under such Xxxxxx Xxxxxxxx Share Award immediately prior to the Effective Time, a number of share awards denominated in Holdco Shares determined by multiplying the number of Xxxxxx Xxxxxxxx Shares subject to the Xxxxxx Xxxxxxxx Share Award immediately prior to the Effective Time by the Exchange Ratio, rounded down to the nearest whole share (any Fractional Entitlements shall be treated in accordance with Clause 4.7); provided, however, that to the extent that any Xxxxxx Xxxxxxxx Share Award shall become vested as a result of the transactions contemplated by the Scheme, such Xxxxxx Xxxxxxxx Share Award shall become vested immediately prior to the Effective Time and, by virtue of the occurrence of the Effective Time and pursuant to the Scheme and without any action on the part of the holder of such Xxxxxx Xxxxxxxx Share Award, be converted into the right to receive from Holdco the Scheme Consideration in accordance with Clause 8.1(c)(i), less the Applicable Withholding Amount, no later than seven calendar days following the Effective Date. For any performance-based Xxxxxx Xxxxxxxx Share Award covered by this Clause 4.2, the number of Xxxxxx Xxxxxxxx Shares subject to such Xxxxxx Xxxxxxxx Share Award shall equal the number of Xxxxxx Xxxxxxxx Shares subject to such Xxxxxx Xxxxxxxx Share Award in accordance with the terms of such Xxxxxx Xxxxxxxx Share Award.
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Related to Xxxxxx Xxxxxxxx Share Awards Granted under the Xxxxxx Xxxxxxxx Share Plan

  • Xxxxxxx Xxxxxxx Policy The terms of the Partnership’s xxxxxxx xxxxxxx policy with respect to Units are incorporated herein by reference.

  • Xxxxxxx X X. Xxxxxxxx -------------------------- Xxxxxxx X. X. Xxxxxxxx

  • Sxxxxxxx-Xxxxx The Company is, or on the Closing Date will be, in material compliance with the provisions of the Sxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder and related or similar rules or regulations promulgated by any governmental or self-regulatory entity or agency, that are applicable to it as of the date hereof.

  • Xxxxxxx Xxxxxxx Restrictions/Market Abuse Laws Participant may be subject to xxxxxxx xxxxxxx restrictions and/or market abuse laws based on the exchange on which the shares of Common Stock are listed and in applicable jurisdictions including the United States and Participant’s country or his or her broker’s country, if different, which may affect Participant’s ability to accept, acquire, sell or otherwise dispose of shares, rights to shares (e.g., Performance Shares) or rights linked to the value of shares of Common Stock (e.g., dividend equivalents) during such times as Participant is considered to have “inside information” regarding the Company (as defined by the laws in applicable jurisdictions). Local xxxxxxx xxxxxxx laws and regulations may prohibit the cancellation or amendment of orders Participant placed before he or she possessed inside information. Furthermore, Participant could be prohibited from (i) disclosing the inside information to any third party, which may include fellow employees and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable xxxxxxx xxxxxxx policy of the Company. Participant acknowledges that it is Participant’s responsibility to comply with any applicable restrictions, and Participant should speak with his or her personal legal advisor on this matter.

  • Xxxxxxxx X Xxxxxxxx, as Trustee .................. 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000

  • Xxxxxx Xxxxxxx Copies of any notice given to the Company or the Selling Stockholder shall be given to Xxxxxx & Xxxxxxx LLP at 000 Xxxxxxxx Xxxxxx, XX, Xxxxx 0000, Xxxxxxxxxx, Xxxxxxxx of Columbia, (fax: (000) 000-0000); Attention: Xxxxxxx X. Xxxxxxx.

  • Xxxxx Xxxxxxxx The principal office may hereafter from time to time be moved to such other place in the United States of America as may be designated by the Sole Member and Managing Member, as hereinafter defined, with written notice to all Members. The books and records of the Company shall be maintained at the Company's principal place of business, or such other location in the United States of America as determined by the Sole Member and Managing Member with written notice to all Members.

  • Xxxxxxx Xxxxxx LIMITED (a company registered in England and Wales with registered number 2104188), whose registered office is at 00 Xxx Xxxxxx, London EC4M 7EN (“Xxxxxxx Xxxxxx”);

  • Xxxxxxxx-Xxxxx The Company is in compliance, in all material respects, with all applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated thereunder.

  • Xxxxxxx, Esq If to the Executive, to him at the offices of the Company with a copy to him at his home address, set forth in the records of the Company. Any person named above may designate another address or fax number by giving notice in accordance with this Section to the other persons named above.

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