Phantom Rights definition
Examples of Phantom Rights in a sentence
The Company may grant Phantom Rights to certain employees (and may direct LAML to grant LAML Phantom Rights to certain employees of LAML); provided that Phantom Rights and LAML Phantom Rights may only be granted to the extent there are Units available for allocation to Management Members in the Reserved Management Float.
In the event of forfeiture or cancellation (or deemed forfeiture or cancellation) of any Phantom Rights or LAML Phantom Rights, the total number of Units, the number of Units in the Reserved Management Float and the Management Pool shall be increased by the number of Phantom Rights or LAML Phantom Rights forfeited or cancelled (or deemed forfeited or cancelled) (and Schedule A shall be accordingly amended).
Immediately upon the grant of any Phantom Rights or LAML Phantom Rights, the total number of Units, the number of Units in the Management Pool and the number of Units in the Reserved Management Float shall be reduced by an amount equal to the number of Phantom Rights or LAML Phantom Rights granted (and Schedule A shall be accordingly amended).
For the avoidance of doubt, neither Phantom Rights nor LAML Phantom Rights are intended to be treated as membership interests in the Company.
Following the return of any such Letter of Transmittal, the applicable holder shall be paid (as promptly as practicable but in no event later than the third business day after receipt (but subject, for clarity, to Section 5.01(b)) the Merger Consideration and/or Phantom Consideration then payable in respect of the Class B Units, Class B Capital, Phantom Rights and/or LAML Phantom Rights of such holder.
Such Seller is the record owner of the number of Shares, Stock Options and Phantom Rights as set forth opposite his, her or its name on the attached Equityholders Schedule.
At the Closing, each holder of outstanding options to acquire Shares and/or phantom rights issued pursuant to the Stock Option Plan and Phantom Rights Plan, respectively (each, a "Stock Option" or "Phantom Right," respectively), shall surrender for cancellation all such Stock Options and Phantom Rights, whether or not then exercisable, in exchange for a cash payment made by the Representative, on behalf of the Company, pursuant to Section 1.02(b) (subject to any applicable withholding tax).
Prior to the Effective Time, the Company shall use its reasonable efforts to obtain all necessary consents or releases from holders of Options, Restricted Shares or Phantom Rights under the LTIP and the Incentive Plan and take all such other lawful action as may be necessary to provide for and give effect to the transactions contemplated by this Section 3.5 (except for any such action that may require the approval of the Company's stockholders).
In addition, subject to the terms and conditions set forth herein, the Equityholders shall surrender all Stock Options and Phantom Rights for cancellation on the Closing Date in accordance with the Stock Option Plan and the Phantom Rights Plan.
Furthermore, the terms of the immediately preceding sentence shall apply to any holder of LAML Phantom Rights who is a U.S. taxpayer and who consents to the treatment described in such sentence.