Cash Settlement Election definition
Examples of Cash Settlement Election in a sentence
The Corporation, the Committee and the members of the Board of Directors shall not be liable for any act, omission or determination taken or made in good faith with respect to this Agreement, the Restricted Stock Units (or the Shares issuable pursuant thereto) granted hereunder or any Cash Settlement Election.
Upon the Corporation’s determination to pursue a Cash Settlement Election, the Employee shall receive, instead of the Shares otherwise issuable upon vesting of the Restricted Stock Units, a cash payment in the amount determined by multiplying (i) the number of Restricted Stock Units vesting pursuant to Paragraph 6 by (ii) the Fair Market Value on the vesting date.
Subject to the Corporation’s right to make a Cash Settlement Election, evidence of the issuance of the Restricted Stock Units pursuant to this Agreement may be accomplished in such manner as the Corporation or its authorized representatives shall deem appropriate, including, without limitation, electronic registration or the creation of a bookkeeping account (as determined by the Corporation or its authorized representatives, a “Restricted Stock Unit Account”).
On the Settlement Date, (x) the Notes Trustee shall deliver the Designated Amount of the Senior Notes or (y) with respect to any Senior Notes as to which NRG has made a Cash Settlement Election, NRG shall deliver the Cash Settlement Amount to the Trust against delivery of the Notes Purchase Price by the Trust to NRG.
Employee’s Restricted Stock Unit Account shall be debited by the number of Restricted Stock Units, if any, forfeited in accordance with Paragraph 7 and by the number of Shares transferred to Employee in accordance with Paragraph 6 with respect to such Restricted Stock Units or settled in cash pursuant to the Cash Settlement Election.
Subject to the Corporation’s right to make a Cash Settlement Election, the Corporation shall cause that number of Shares equal to the number of Restricted Stock Units vesting as of such date to be transferred to Employee in accordance with Paragraph 9 of this Agreement.
Until receipt of the Shares in accordance with Paragraph 6 of this Agreement, and subject to the Corporation’s right to make a Cash Settlement Election, Employee will not be entitled to the rights of a stockholder, including the right to vote or receive dividends or distributions with respect to any Restricted Stock Units other than dividends or distributions payable in shares of Stock pursuant to Paragraph 8.
The Company shall cause the Parent to file with the SEC a Current report on Form 8-K disclosing its delivery of a Cash Election Notice and the aggregate amount of principal subject to such Exchange Cash Settlement Election by no later than 8:30 a.m. on the next Trading Day following the date of the Cash Election Notice.
SSL undertakes and guarantees to and covenants with the Trustee that, if the Issuer fails to perform its obligations to deliver or procure the delivery of Ordinary Shares (or, if a Cash Settlement Election has been made, to pay the relevant Cash Settlement Amount) upon exercise of Conversion Rights, in each case as and when due, SSL shall deliver or procure the delivery of such Ordinary Shares (or, as the case may be, pay such Cash Settlement Amount) to or as directed by the relevant Bondholder.
If the Company makes the Cash Settlement Election set forth in this Section 2.01(g), such election shall be irrevocable with respect to the settlement of all the Company’s Conversion Obligations under this Third Supplemental Indenture and the Company may not be entitled to withdraw such Cash Settlement Election.