Company UAR definition
Examples of Company UAR in a sentence
UA owns 100% of the common stock of Debtors United Artists Realty Company ("UAR") and United Artists Theatre Circuit, Inc.
Notwithstanding anything in this Agreement to the contrary, in no event shall the aggregate amount paid to the Unitholders and Company UAR Holders (collectively, the “Equityholders”) at Closing exceed the Closing Purchase Price.
There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company UAR or as a result of the Transactions.
For purposes of the preceding sentence, Company UAR Awards that, as of the applicable date of determination, are time-vested but with respect to which the Liquidity Event UAR Condition has not been met shall not be treated as unvested Equity Interests.
No Company Option or Company UAR was granted, as applicable, with an exercise price or strike price per share that was less than the fair market value of a Company Common Unit on the grant date as determined in accordance with Section 409A of the Code.
The Company represents and warrants that the Allocation Schedule (and the calculations and determinations set forth therein) complies in all respects with the Company Organizational Documents and the Company UAR Plan and the TK Newco Equity Plan, and, as applicable, Section 409A of the Code.
The Company has made available to Pace in the Virtual Data Room accurate and complete copies of the Company UAR Plan pursuant to which the Company has granted the Company UARs that are currently outstanding and the form of all award agreements evidencing such Company UARs. No Company UAR was granted with an exercise or base price per share less than the fair market value of the underlying Company Common Units as of the date such Company UAR was granted.
In the event that (1) the Base Value of any Company UAR is equal to or greater than the Per Unit Closing Consideration or (2) any Company UAR is, as provided in the UAR Plan, unvested as of the Final Effective Time, such Company UAR shall automatically be terminated and cancelled, without any consideration being payable in respect thereof, and have no further force or effect.
The Company has made available to Pace in the Virtual Data Room accurate and complete copies of each Company Plan pursuant to which the Company has granted the Company UARs that are currently outstanding and the form of all award agreements evidencing such Company UARs. No Company UAR was granted with an exercise or base price per share less than the fair market value of the underlying Company Common Units as of the date such Company UAR was granted.
The Company represents and warrants that the Allocation Schedule (and the calculations and determinations set forth therein) complies in all respects with the Company Organizational Documents and the Company UAR Plan.