Appreciation Rights. If the Company issues or sells Appreciation Rights, a number of Additional Shares of Common Stock shall be deemed issued for purposes of this Article II and shall be computed as follows:
Appreciation Rights. 8.1 The Committee may grant Appreciation Rights to any Eligible Person, upon such terms and conditions as the Committee deems appropriate under this Article 8, provided that the number of Appreciation Rights granted to an Eligible Person during a fiscal year will not exceed the applicable limitations set forth in Article 5 of this Plan when aggregated with other Appreciation Rights made to that Eligible Person during that fiscal year.
Appreciation Rights. CEO shall exercise any of the phantom units by written notice to the Chair of the Board of Directors of USPB. Upon exercise of such phantom units, CEO shall be paid the amount that the weighted average trading price of the units (“Market Unit Price”) exceeds the Exercise Price per unit times the number of phantom units exercised, not to exceed the number of Available Phantom Class A Units.
Appreciation Rights. No Option Holder shall receive a Subsequent Distribution with respect to an Option held immediately prior to the Closing Date unless the sum of (x) the Per Share Merger Consideration plus (y) the per Pro Forma Outstanding Share amount of the Subsequent Distribution (calculated pursuant to the preceding two sentences) exceeds the exercise price of such Option.
Appreciation Rights. Prior to the closing of the Offer, all appreciation rights outstanding under the Omnirel, L.L.C. Appreciation Rights Plan shall be terminated.
Appreciation Rights. All stock appreciation rights, net profits interests or other rights entitling the holder or owner thereof to receive payments based upon or determined with reference to the distributions to holders of Common Stock or the profits of the Company.
Appreciation Rights. Upon a Sale of the Company, Executive shall be entitled to a payment (the “Appreciation Payment”) in an amount equal to a specified percentage of the Appreciation Amount (as hereinafter defined). Executive shall vest in the Appreciation Payment ratably over five (5) years, with the initial twenty percent (20%) vesting on the one year anniversary of the date of this Employment Agreement and the remaining eighty percent (80%) vesting in equal installments on each of the next four anniversary dates thereafter, so long as Executive continues to be employed by the Company on each such anniversary date; provided, however, that upon a Sale of the Company while Executive is employed by the Company, the Appreciation Payment shall become one hundred percent (100%) vested. For purposes of this Agreement, “Sale of the Company” shall have the meaning ascribed to it under the Management Agreement previously executed by and between Executive and the Parent dated September 1, 2005 (the “Management Agreement”) or, if such meaning does not satisfy the definition of “change in control event” as set forth under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or the guidance and regulations promulgated thereunder, the meaning ascribed to it under Code Section 409A. The “Appreciation Amount” shall be equal to the excess, if any, of (i) the Net Equity Value over (ii) Seventy Million Five Hundred Thousand Dollars ($70,500,000), plus all amounts, if any, paid to the Company for equity issued after the Effective Date. In the event of a Sale of the Company while Executive continues to be employed by the Company, the “Net Equity Value” shall be equal to the proceeds, incorporating any working capital adjustments, to be paid to the Parent or its shareholders in connection with the closing of the Sale of the Company, plus cash on-hand, net of (i) the Appreciation Payment, (ii) Indebtedness, and (iii) transaction fees and other costs associated with the sale. If Executive’s employment is terminated prior to a Sale of the Company, all vesting of the Appreciation Payment shall cease and the value of the Appreciation Amount shall be fixed as of the date Executive’s employment terminates. In such instance, the “Net Equity Value” shall be determined as of the last day of the fiscal period immediately proceeding the fiscal period in which Executive’s employment terminates and shall be equal to the amount obtained under the following formula: 1) six times 2) the Pare...
Appreciation Rights. As of the date of this Agreement, an aggregate of 210,651.69 Appreciation Units have been granted and are outstanding. Schedule 5.2.2 of the Company Disclosure Schedule (as updated by Sellers prior to Closing in accordance the definitions of the terms “Appreciation Rights Holders” and “Ex-Appreciation Rights Holders”) sets forth the name of each Appreciation Rights Holder and Ex-Appreciation Rights Holder, as well as the Appreciation Rights Plan(s) under which such Appreciation Rights Holder’s and Ex-Appreciation Rights Holders Appreciation Rights were granted, the number of Appreciation Units held by each Appreciation Rights Holder and the number of Appreciation Units held by each Ex-Appreciation Rights Holder prior to entering into the Appreciation Rights Termination Agreement, the “Starting Appreciation Unit Value” (as defined in the applicable Appreciation Rights Plan) for each grant of Appreciation Units, and: (i) as of the date of this Agreement indicates: (a) the holders of Appreciation Rights listed thereon with respect to whom it is contemplated will, prior to Closing, enter into an Appreciation Rights Closure Agreement; and (b) the holders of Appreciation Rights listed thereon with respect to whom it is contemplated will, prior to Closing, enter into an Appreciation Rights Termination Agreement; and (ii) as of Closing will indicate (after being updated by Sellers prior to Closing in accordance the definitions of the terms “Appreciation Rights Holders” and “Ex-Appreciation Rights Holders”): (a) the holders of Appreciation Rights listed thereon with respect to whom, prior to Closing, entered into an Appreciation Rights Closure Agreement (i.e., the Appreciation Rights Holders); and (b) the holders of Appreciation Rights listed thereon with respect to whom, prior to Closing, entered into an Appreciation Rights Termination Agreement (i.e., the Ex-Appreciation Rights Holders). The Company has delivered to the Buyer true, accurate and complete copies of each plan and agreement pursuant to which any Appreciation Right has been granted, including any and all amendments thereto. Neither the Company nor any of its Affiliates has ever maintained a plan or arrangement entitled the “Theken Spine, LLC Appreciation Rights Plans for Employees, Distributors and Medical Advisors dated January 1, 2006,” and each unit appreciation right or similar right or interest purported to be issued under such a plan or arrangement was duly and validly issued pursuant to the The...
Appreciation Rights. (a) The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting to any Participant of Appreciation Rights. An Appreciation Right will be the right of the Participant to receive from the Company an amount determined by the Committee, which will be expressed as a percentage of the Spread (not exceeding 100%) at the time of exercise.
Appreciation Rights. The Committee may also from time to time authorize grants to any Participant of Appreciation Rights upon such terms and conditions as it may determine in accordance with this Section 7. Appreciation Rights may be granted in tandem with Stock Options or separate and apart from a grant of Stock Options. An Appreciation Right will be a right of the Participant to receive from the Company upon exercise an amount which will be determined by the Committee at the Date of Grant and will be expressed as a percentage of the Spread (not exceeding 100%) at the time of exercise. An Appreciation Right granted in tandem with a Stock Option may be exercised only by surrender of the related Stock Option. Each grant of an Appreciation Right may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions:
