Examples of Equity Recipients in a sentence
The obligations of the Company under this Award are subject to the Participant’s timely execution, delivery and compliance with the Employee Agreement for Equity Recipients as provided by the Company to the Participant.
The Participant hereby consents to receive such documents, including the Employee Agreement for Equity Recipients (attached to this Award), by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
To the Knowledge of the Emdeon Entities, the private placement memorandum delivered prior to the date hereof to the Company Member Equity Recipients in connection with the contemplated issuance of the EBS Master Units pursuant to the terms of this Agreement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Pursuant to the Escrow Agreement, the Escrowed Consideration shall be distributed to the Members’ Representative, for the benefit of the Company Member Equity Recipients, and/or the Emdeon Entities, pursuant to the terms of the Escrow Agreement.
At the Closing, the Emdeon Entities shall deliver to the Escrow Agent under the Escrow Agreement, for deposit into an escrow fund on behalf of the Company Member Equity Recipients, $4,750,000 of the Base Cash Consideration (the “Escrowed Cash”) and 758,000 of the Base EBS Master Units (the “Escrowed EBS Master Units”), and, together with the Escrowed Cash, the “Escrowed Consideration”) that, in each case, was otherwise payable to the Company Member Equity Recipients.
The Lender Equity Recipients shall have the right to participate in any dividend or other distribution to holders of shares of Common Stock to the same extent that the Lender Equity Recipients would have participated therein if the Lender Equity Recipients had held the number of shares of Common Stock acquirable upon complete exercise of the GCEH Warrants immediately before the date on which a record is taken for such dividend or other distribution.
Limitations on Exercise Notwithstanding anything to the contrary contained herein, the GCEH Warrants shall not be exercisable if the Lender Equity Recipients together with any other “attribution parties” collectively would beneficially own in the aggregate in excess of 9.99% (the “Maximum Percentage”) of the number of shares of common stock of GCEH outstanding immediately after giving effect to such exercise.
Exercise Price and Mechanics The GCEH Warrants shall be exercisable, in whole or in part, either upon payment of the exercise price in cash (which, if in cash, shall be $0.01), or by cashless exercise, at the option of the Lender Equity Recipients.
Warrant Protections The GCEH Warrants shall contain provisions protecting the Lender Equity Recipients from stock dividends, splits and certain other fundamental transactions (such as mergers, acquisitions, changes of control and/or sales).
At any time, upon written notice to GCEH, a Lender Equity Recipients may increase or decrease the Maximum Percentage to any other percentage; provided that any increase to the Maximum Percentage shall not be effective until the sixty-first (61st) day after such written notice is delivered to GCEH.