Xxxxxx Stock Plans definition
Examples of Xxxxxx Stock Plans in a sentence
With respect to each other outstanding incentive award denominated in or related to Xxxxxx Common Stock, whether or not exercisable, granted to a Current Spinco Employee under the Xxxxxx Stock Plans, such awards (i) shall be similarly adjusted to reflect the occurrence of the transactions contemplated by this Agreement and (ii) to the extent unexercisable as of the Effective Time, shall not, as a result of the transactions contemplated by this Agreement, become vested or exercisable.
As of the date of this Agreement, Xxxxxx has no shares of Xxxxxx Common Stock reserved for issuance, other than 13,736,445 shares reserved for issuance under the Xxxxxx Stock Plans and the shares reserved for issuance under the Xxxxxx Stock Option Agreement, and has no shares of Xxxxxx Preferred Stock reserved for issuance.
For purposes of this Section 2.9(c), the Xxxxxx Exchange Ratio shall mean a fraction, the numerator of which shall be the fair market value (as defined in the Xxxxxx Stock Plans) in dollars per share of Xxxxxx Common Stock immediately prior to the Effective Time and the denominator of which shall be the value in dollars per share of common stock of the Surviving Corporation immediately after the Effective Time.
As soon as practicable following the Effective Time, Edge shall deliver to the holders of Xxxxxx Options appropriate notices setting forth such holders' rights pursuant to the respective Xxxxxx Stock Plans and the agreements evidencing the grants of such Xxxxxx Options, and that such Xxxxxx Options and such agreements shall be assumed by Edge and shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 4.2(d)).
Immediately prior to the Effective Time, each outstanding award of a Xxxxxx restricted stock unit granted under the Xxxxxx Stock Plans that is subject to performance-based vesting requirements (“Xxxxxx PSUs” and, together with the Xxxxxx RSUs, the “Xxxxxx Equity Awards”) shall immediately vest and thereupon be cancelled and converted into a share of Xxxxxx Common Stock.
In the event that a holder previously completed a deferred settlement agreement in respect of Xxxxxx RSUs under the Xxxxxx Stock Plans, settlement of such holder’s Holdco Common Stock shall occur on the date set forth in the deferred settlement agreement.
As of August 11, 2017, no more than 92,196 shares of Xxxxxx Common Stock are subject to Xxxxxx Options or other Equity Rights in respect of Xxxxxx Common Stock, and no more than 638,642 shares of Xxxxxx Common Stock were reserved for future grants under the Xxxxxx Stock Plans.
With the exception of options ------------------------------------ to purchase an aggregate of 235,497 shares of First Xxxxxx Stock which have been issued and are outstanding under the First Xxxxxx Stock Plans.
Each Transferred Employee who has, as of the Closing, attained the age of 50 and has ten or more years of service with Xxxxxx or any of its Affiliates, shall be treated as a “retiree” under and in accordance with the applicable terms of the applicable Xxxxxx Stock Plans.
Xxxxxx shall use all reasonable efforts to purchase all shares of Xxxxxx Common Stock to be issued prior to the Effective Time pursuant to Permitted Issuances, to the extent practicable and permitted by the Xxxxxx Stock Plans, in the open market, subject to all applicable requirements of the Securities Laws.