Examples of Seller Equity Award in a sentence
With respect to each Seller Equity Award held by a Xxx Xxxxxx Business Employee or a former employee of the Xxx Xxxxxx Business, the party that will be responsible for all tax withholding and reporting obligations that arise in connection with the exercise, conversion or other settlement of such award or the payment of dividend equivalent amounts with respect to such award will be the employer entity at the time of grant.
As soon as administratively practicable after the Closing Date, Buyer shall grant to each Transferred Employee who holds a Seller Equity Award that is unvested (in whole or in part) as of the Closing Date, an award of cash or equity granted under Buyer’s equity-based compensation plan, in each case that has an Equivalent Value to the unvested portion of the Seller Equity Award (a “Replacement Award”).
With respect to each Seller Equity Award, including all dividend equivalent amounts paid in respect of such award, held by a Xxx Xxxxxx Business Employee or a former employee of the Xxx Xxxxxx Business, the party that will be entitled to the tax deduction with respect to such award will be the employer entity at the time of grant.
At the end of the applicable performance period with respect to an Eligible-Vesting Performance-Vesting Seller Equity Award, Seller shall cause the applicable award to vest or be forfeited, based on the actual achievement of the applicable performance goals.
Not later than five (5) business days after the Closing, Seller shall provide Buyer with a schedule showing (i) each then-unvested (in whole or in part) Seller Equity Award, (ii) the number of shares of Seller Common Stock subject to such unvested portion of the Seller Equity Award, (iii) the applicable vesting dates with respect to each such Seller Equity Award, and (iv) the Equivalent Value of such Seller Equity Award.
After the Closing, Purchaser shall provide Seller with information on the employment and termination of employment of each Transferred Employee who holds a Seller Equity Award.
For clarity, Seller and its Affiliates shall retain all Liabilities related to each Seller Equity Award.
At the Effective Time, each Net Vested Seller Share shall be converted into, and shall be canceled in exchange for, the right to receive a number of shares of Purchaser Parent Common Stock equal to the Exchange Ratio and any accrued dividends that are payable in cash pursuant to the terms of such Seller Equity Award; provided that any fractional shares of Purchaser Parent Common Stock shall be treated as set forth in Section 3.04.
Each Replacement LTI Award will vest based on the applicable Continued Employee’s continued employment with Buyer and its Affiliates on the same vesting date(s) and in accordance with the same terms and conditions as applied to the corresponding Forfeited Seller Equity Award and will vest upon a termination of employment after the Closing Date to the same extent provided in the terms and conditions of the original Forfeited Seller Equity Award.
For purposes of each Forfeited Seller Equity Award that is a stock option to acquire Seller Shares, the value of such Forfeited Seller Equity Award will be the greater (A) the Seller Share Price minus the applicable exercise price, and (B) the value of such stock option on the applicable date of grant as determined in accordance with the Binomial Option Pricing Model.