Holdings Equity definition
Examples of Holdings Equity in a sentence
The parties intend that the Target Company Membership Interest exchanged for Holdings Equity pursuant to the Merger are tax-deferred contributions of capital by the Target Company Members in exchange for stock in Holdings under Section 351 of the Code.
The exercise price per Option (the “Exercise Price”) for grants made at or about the time of Closing shall be (i) in the case of Series A Options, the price determined by dividing the NPC Holdings Equity Investment by the number of outstanding common units (without regard to options) as of immediately following the Closing (as defined in the Stock Purchase Agreement), and (ii) in the case of Series B Options, two times the Exercise Price of the Series A Options.
Unless prohibited by applicable Law, following the Effective Time (a) the Lumentum Group shall be solely responsible for all income, payroll and other tax remittance and reporting related to income recognized by holders of Holdings Equity Awards in respect of their Holdings Equity Awards; and (b) Viavi shall be solely responsible for all income, payroll and other tax remittance and reporting related to income recognized by holders of Viavi Equity Awards in respect of their Viavi Equity Awards.
On the terms and subject to the conditions set forth in this Agreement, at the Closing, Holdings shall acquire from Sellers, and Sellers shall sell, convey, assign, transfer and deliver to Holdings, all of the Shares, free and clear of all Encumbrances (the “Transaction”), through Sellers’ contribution of the Shares to Holdings, followed by delivery of the Purchase Consideration to Sellers as set forth in Section 2.3(b)(i) and (ii) (consisting of Holdings Equity and the Promissory Notes).
Holdings agrees to prepare and file Form S-8 (or another appropriate form) registration statement with respect to, and to cause to be registered pursuant to the Securities Act, Holdings Shares authorized for issuance under the Holdings Equity Plan and Holdings ESPP, as required pursuant to the Securities Act, before the date of issuance of any Holdings Shares pursuant to the Holdings Equity Plan or commencement of any offering period under the Holdings ESPP.
Following the Effective Time, a grantee who has outstanding equity-based awards under one (1) or more of the Viavi Equity Plans and/or converted equity-based awards under the Holdings Equity Plan shall be considered to have been employed by the applicable plan sponsor before and after the Effective Time for purposes of (i) vesting and (ii) determining the date of termination of employment as it applies to any such award.
From and after the Effective Time, all JDSU Equity Awards adjusted or converted pursuant to this Article VIII shall be subject to the terms and conditions set forth in the applicable Viavi Equity Plan or Holdings Equity Plan and corresponding award agreements.
Except as otherwise provided by this Article VIII, each adjusted Viavi Equity Award or converted Holdings Equity Award shall be subject to the same terms after the Effective Time as were applicable to the corresponding JDSU Equity award immediately prior to the Effective Time.
Prior to the Effective Time, Holdings shall adopt the Holdings Equity Plan under which the Holdings Equity Awards shall be assumed or substituted in conversion of the corresponding JDSU Equity Awards held by Lumentum Group Employees.
The parties intend that the Shares exchanged for Holdings Equity pursuant to the Merger are tax-deferred contributions of capital by the Target Company Stockholders in exchange for stock in Holdings under Section 351 of the Code.