McAfee Shares definition
Examples of McAfee Shares in a sentence
Notwithstanding anything herein to the contrary, and without limiting the terms set forth herein, all Units of FTW and all McAfee Shares received in respect of your Awards and your Co-Invest Equity will be subject to transfer restrictions during the 180-day period that follows the IPO (the “Lock-Up Period”) as agreed upon with the underwriters in connection with the IPO, which will be communicated to you separately.
With respect to any Award (or portion thereof) that is being converted into an award in respect of McAfee Shares, references in the governing documents to the “Company” shall be construed to refer to (or to also include) McAfee to the extent necessary or appropriate to give effect to such assumption or conversion and the transactions described herein, in each case, as determined by the Administrator of the 2017 Plan in its sole discretion.
WARNING: The grant of McAfee Awards and the issuance of McAfee Shares under McAfee Awards do not constitute public offerings of securities under Hong Kong law and are available only to certain eligible employees.
You will be ineligible to transfer Units of FTW except (i) to an applicable permitted transferee in according with the terms of the LLC Agreement (in which case, such permitted transferee shall be subject to the terms and conditions of the LLC Agreement and as set forth herein mutatis mutandis) or (ii) in exchange for McAfee Shares on the terms set forth in the LLC Agreement.
If you do not sell the full number of McAfee Shares that become eligible for sale under this Section 7(c) (the “Unused Pro Rata Sale Amount”) as of the date on which a relevant determination is first made, you will retain the right to sell a number of McAfee Shares equal to the Unused Pro Rata Sale Amount (reduced by any subsequent sales of McAfee Shares by you pursuant to this Section 7(c) and the other limitations set forth herein).
In the event that “you” is construed to refer to a current or former individual employee of, or other service provider to, the Company, and related persons (e.g., permitted transferees of such individual), this Agreement shall be construed so all rights of such individual and such related persons shall be applied on a pro rata or other equitable basis among such individual and such other persons (e.g., rights to sell McAfee Shares pursuant to Section 7).
In addition, on the date on which the Lock-Up Period expires, the calculation under Section 7(b) will be made based on any McAfee Shares, if any, sold by TPG in the IPO (treating the IPO as the Applicable TPG Sale Date) and such calculation shall be applied under this Section 7(c) to determine whether you will become eligible as of the date the Lock-Up Period expires to sell any McAfee Shares pursuant to this Section 7(c).
You are solely responsible for complying with any applicable exchange control rules and should consult with your personal legal advisor prior to remitting proceeds from the sale of McAfee Shares, cash dividends paid on such shares, or any other cash payments under the Agreement (e.g., cash payment in lieu of TRA benefit).
Except as expressly set forth herein, all FTW MIUs will remain subject to the terms of the governing documents pursuant to which they were issued and the LLC Agreement (as the same have been or may be amended from time to time) and McAfee Shares acquired upon any such exchange will be subject to the transfer restrictions described herein.
Any FTW MIUs that are not exchanged for McAfee Shares (and that are not cash settled pursuant to the LLC Agreement) will continue to be governed by the terms of the governing documents pursuant to which they were issued and the LLC Agreement (as the same have been or may be amended from time to time, including as set forth herein).