ESOP Increase definition

ESOP Increase has the meaning set forth in Section 13.22.
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ESOP Increase means an increase to the size of ESOP, such increase representing 10% of the total share capital of the Company on a fully diluted basis as of immediately after the Closing (as adjusted in connection with share splits or share consolidation, reclassification or other similar event) and/or options or warrants therefor issued and after such increase, the aggregate size of ESOP shall not exceed 11,391,131 Ordinary Shares on an as converted, fully diluted and as-exercised basis (as adjusted in connection with share splits or share consolidation, reclassification or other similar event).
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ESOP Increase shall have the meaning set forth in Section 4.11.
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Examples of ESOP Increase in a sentence

  • The ESOP Increase shall have been duly authorized and approved by the Board of Directors.

  • In the event the ESOP Increase has not been authorized and approved by the Board of Directors prior to or at the Closing, the Investor shall procure its director (who shall be appointed to the Board of Directors at the Closing pursuant to Section 10.1(i)(g) of the Restated Shareholders Agreement) to vote in favor of the ESOP Increase and the Investor shall vote in favor of the ESOP Increase.

  • The Parties (except for CMC Lullaby Holdings Limited, Wu Capital Limited and Cherubic Ventures SSG Ltd.) hereby grant their consents and approvals, and waive their rights, as may be required by or set forth in the Prior Shareholders Agreement, including Sections 7 and 10 thereof, in connection with (i) the execution of, and the completion of the transactions contemplated by, the Purchase Agreement and the other Transaction Documents, and (ii) the ESOP Increase.

  • Exhibit B attached hereto sets forth the Company's capitalization on a pre- and (in separate sheets which assume and reflect, respectively, a Company pre-money valuation in the transactions contemplated hereby, equal to the Base Valuation and the Trigger Valuation) post-Closing, fully-diluted basis, including the ESOP Increase (the "Capitalization Table").

  • Each Party shall use commercially reasonable efforts to cooperate with such ESOP Increase (including but not limited to voting for such ESOP Increase in shareholder/board resolutions and signing relevant documents).

  • Prior to the Closing, the Company shall increase (the "ESOP Increase") the number of shares of the Company, par value NIS 1.00 each, reserved and freely available for grant and issuance under its Employee Share Option Plan of 2014 (the "ESOP Shares" and the "ESOP" or "Plan", respectively) so that it equals 7.5% of the Company's share capital immediately post-Closing on a Fully-Diluted Basis.

  • The Company shall reserve additional amount of Ordinary Shares required for the ESOP Increase for issuance under the ESOP as contemplated by section 4.11 of the Series B Purchase Agreement.

  • For the purposes of this Agreement, "Fully-Diluted Basis" shall mean all of the issued and outstanding share capital of the Company, on an as-converted and fully-diluted basis, and assuming the exercise of all outstanding options and warrants (including the ESOP Increase, but not including the Warrants).

Related to ESOP Increase

  • Incremental Revolving Increase has the meaning set forth in Section 2.16(a).

  • CPI Increase means the percentage increase in CPI over the preceding Lease Year as calculated by the fraction whose numerator is (a) the most current CPI available on the date of calculation minus (b) the most current CPI available on the first day of the immediately preceding Lease Year in question (the “Base CPI”), and whose denominator is the Base CPI, but in no event shall the “CPI Increase” be less than zero.

  • Term Loan Increase has the meaning set forth in Section 2.14(a).

  • Commitment Increase has the meaning specified in Section 2.18(a).

  • Tax Increase means that portion of the annual real estate taxes assessed against the Premises (or the Entire Premise, if applicable), as calculated immediately following the Reassessment, that is attributable solely to the Reassessment. Accordingly, a Tax Increase shall not include any portion of the real estate taxes, as calculated immediately following the Reassessment, that is:

  • Annual increase means, initially, fifty-nine cents per month

  • Incremental Increase has the meaning specified in Section 2.16(a).

  • Incremental Term Facility has the meaning assigned to such term in Section 2.22(a).

  • Fixed Incremental Amount means (i) the greater of $920,000,000 and 100% of Consolidated EBITDA as of the last day of the most recently ended Test Period minus (ii) the aggregate outstanding principal amount of all Incremental Facilities, Incremental Equivalent Debt and/or Indebtedness incurred pursuant to Section 7.03(r)(ii)(A), in each case incurred or issued in reliance on this definition.

  • Facility Increase has the meaning provided in Section 2.15(a).

  • Value Increase shall have the meaning ascribed to it in Section 2.4(d)(i).

  • Incremental Term Loan Amendment has the meaning assigned to such term in Section 2.20.

  • Incremental Commitments has the meaning set forth in Section 2.14(a).

  • Incremental Term Commitments has the meaning set forth in Section 2.14(a).

  • Tax Increment means the difference between:

  • Incremental Commitment means an Incremental Term Loan Commitment or an Incremental Revolving Facility Commitment.

  • Incremental Term Loan Amount means, at any time, the excess, if any, of (a) $25,000,000 over (b) the sum of (i) the aggregate increase in the Revolving Credit Commitments established at or prior to such time pursuant to Section 2.24 and (ii) the aggregate amount of all Incremental Term Loan Commitments established prior to such time pursuant to Section 2.25.

  • Revolving Commitment Increase has the meaning set forth in Section 2.14(a).

  • Incremental Term Loan Commitments has the meaning set forth in Section 2.24.

  • Incremental Term Loan Facility has the meaning set forth in Section 2.16(a).

  • Incremental Term Loans has the meaning specified in Section 2.14(a).

  • Available Increase Amount means, as of any date of determination, an amount equal to the result of (a) $50,000,000, minus (b) the aggregate principal amount of Increases to the Revolver Commitments previously made pursuant to Section 2.14 of this Agreement.

  • Incremental Term Loan has the meaning set forth in Section 2.14(b).

  • Incremental Term Commitment means, with respect to any Lender, the commitment, if any, of such Lender, established pursuant an Incremental Facility Agreement and Section 2.21, to make Incremental Term Loans of any Series hereunder, expressed as an amount representing the maximum principal amount of the Incremental Term Loans of such Series to be made by such Lender.