Common use of Broker-Assisted Sales Clause in Contracts

Broker-Assisted Sales. In the event of any broker-assisted sale of shares of Common Stock in connection with the payment of withholding taxes as provided in Section 1.4(b)(iii) or (v): (a) any shares of Common Stock to be sold through a broker-assisted sale will be sold on the day the Tax Withholding Obligation arises or as soon thereafter as practicable; (b) such shares of Common Stock may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (c) Holder will be responsible for all broker’s fees and other costs of sale, and Holder agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the proceeds of such sale exceed the applicable Tax Withholding Obligation, the Company agrees to pay such excess in cash to Holder as soon as reasonably practicable; (e) Holder acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable Tax Withholding Obligation; and (f) in the event the proceeds of such sale are insufficient to satisfy the applicable Tax Withholding Obligation, Holder agrees to pay immediately upon demand to the Company or its Subsidiary with respect to which the Tax Withholding Obligation arises an amount in cash sufficient to satisfy any remaining portion of the Company’s or the applicable Subsidiary’s Tax Withholding Obligation. EXHIBIT B TO LONG-TERM OVERACHIEVEMENT PERFORMANCE AWARD GRANT NOTICE LONG-TERM OVERACHIEVEMENT PERFORMANCE AWARD AGREEMENT DETERMINATION OF FINAL AWARD AMOUNT Capitalized terms used in this Exhibit B and not defined in Section 2 below shall have the meanings given them in the Agreement to which this Exhibit B is attached. [VESTING TO BE SPECIFIED IN INDIVIDUAL AGREEMENTS]

Appears in 1 contract

Samples: Performance Award Agreement (Sizmek Inc.)

AutoNDA by SimpleDocs

Broker-Assisted Sales. In the event of any a broker-assisted sale of shares of Common Stock Shares in connection with the payment of withholding taxes as provided in amounts owed by a Participant under or with respect to the Plan or Awards, including amounts to be paid under the final sentence of Section 1.4(b)(iii) or (v): 10.5: (a) any shares of Common Stock Shares to be sold through a the broker-assisted sale will be sold on the day the Tax Withholding Obligation arises payment first becomes due, or as soon thereafter as practicable; (b) such shares of Common Stock Shares may be sold as part of a block trade with other participants Participants in the Plan in which all participants receive an average price; (c) Holder the applicable Participant will be responsible for all broker’s fees and other costs of sale, and Holder by accepting an Award, each Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the Company or its designee receives proceeds of such sale that exceed the applicable Tax Withholding Obligationamount owed, the Company agrees to will pay such excess in cash to Holder the applicable Participant as soon as reasonably practicable; (e) Holder acknowledges that the Company or and its designee is designees are under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable Tax Withholding Obligation; and (f) in the event the proceeds of such sale are insufficient to satisfy the Participant’s applicable Tax Withholding Obligationobligation, Holder agrees the Participant may be required to pay immediately upon demand to the Company or its Subsidiary with respect to which the Tax Withholding Obligation arises designee an amount in cash sufficient to satisfy any remaining portion of the CompanyParticipant’s or obligation. * * * * * I hereby certify that the applicable Subsidiary’s Tax Withholding Obligationforegoing Plan was adopted by the Board of Directors of Owlet, Inc. on _________. I hereby certify that the foregoing Plan was approved by the stockholders of Owlet, Inc. on _________. Executed on _________. ​ ​ ​ ​ Corporate Secretary EXHIBIT B TO LONG-TERM OVERACHIEVEMENT PERFORMANCE AWARD GRANT NOTICE LONG-TERM OVERACHIEVEMENT PERFORMANCE AWARD AGREEMENT DETERMINATION OF FINAL AWARD AMOUNT Capitalized terms used in this Exhibit B and not defined in Section 2 below shall have the meanings given them in the Agreement to which this Exhibit B is D Form of Owlet Pubco Employee Stock Purchase Plan [See attached.] ANNEX E OWLET, INC. [VESTING TO BE SPECIFIED IN INDIVIDUAL AGREEMENTS]2021 EMPLOYEE STOCK PURCHASE PLAN

Appears in 1 contract

Samples: Business Combination Agreement (Sandbridge Acquisition Corp)

Broker-Assisted Sales. In the event of any broker-assisted sale of shares of Common Stock Shares in connection with the payment of withholding taxes as provided in Section 1.4(b)(iii2.5(a)(v) or (vSection 2.5(c): (a) any shares of Common Stock Shares to be sold through a broker-assisted sale will be sold on the day the Tax Withholding Obligation tax withholding obligation arises or as soon thereafter as practicable; (b) such shares of Common Stock Shares may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (c) Holder Participant will be responsible for all broker’s fees and other costs of sale, and Holder Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the proceeds of such sale exceed the applicable Tax Withholding Obligationtax withholding obligation, the Company agrees to pay such excess in cash to Holder Participant as soon as reasonably practicable; (e) Holder Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable Tax Withholding Obligationtax withholding obligation; and (f) in the event the proceeds of such sale are insufficient to satisfy the applicable Tax Withholding Obligationtax withholding obligation, Holder Participant agrees to pay immediately upon demand to the Company or its Subsidiary Group Member with respect to which the Tax Withholding Obligation withholding obligation arises an amount in cash sufficient to satisfy any remaining portion of the CompanyCompany Group Member’s or the applicable Subsidiary’s Tax Withholding Obligationwithholding obligation. EXHIBIT B TO LONG-TERM OVERACHIEVEMENT PERFORMANCE AWARD RESTRICTED STOCK UNIT GRANT NOTICE LONG-TERM OVERACHIEVEMENT PERFORMANCE AWARD AGREEMENT DETERMINATION OF FINAL AWARD AMOUNT Capitalized terms used in this SPECIAL PROVISIONS FOR RESTRICTED STOCK UNITS FOR PARTICIPANTS OUTSIDE THE U.S. This Exhibit B (this “Appendix”) includes special terms and not defined conditions applicable to Participants in Section 2 below shall have the meanings given them countries below. These terms and conditions are in addition to those set forth in the Agreement and the Plan and to the extent there are any inconsistencies between these terms and conditions and those set forth in the Agreement, these terms and conditions shall prevail. This Appendix also includes information relating to exchange control and other issues of which this Exhibit B Participant should be aware with respect to his or her participation in the Plan. The information is attachedbased on the exchange control, securities and other laws in effect in the respective countries as of April 2018. [VESTING TO BE SPECIFIED IN INDIVIDUAL AGREEMENTS]Such laws are often complex and change frequently. As a result, the Company strongly recommends that Participant not rely on the information herein as the only source of information relating to the consequences of participation in the Plan because the information may be out of date at the time the Option is exercised or Shares acquired under the Plan are sold. In addition, the information is general in nature and may not apply to the particular situation of Participant, and the Company is not in a position to assure Participant of any particular result. Accordingly, Participant is advised to seek appropriate professional advice as to how the relevant laws in his or her country may apply to his or her situation. If Participant is a citizen or resident of a country other than the one in which he or she is currently working, the information contained herein may not be applicable to Participant. The Participant should be aware that the tax consequences in connection with the grant of the RSUs and the disposal of the resulting Shares vary from country to country and are subject to change from time to time and understand that the Participant may suffer adverse tax consequences as a result of the RSUs and the Participant’s disposal of the Shares. By signing the Agreement the Participant acknowledges that he or she is not relying on the Company for tax advice and will seek his or her own tax advice as required. INDIA The following provisions shall be added as Sections 3.20 and 3.21 of the Agreement:

Appears in 1 contract

Samples: Restricted Stock (Amneal Pharmaceuticals, Inc.)

Broker-Assisted Sales. In the event of any broker-assisted sale of shares of Common Stock in connection with the payment of withholding taxes as provided in Section 1.4(b)(iii1.2(b)(iii) or (v): (a) any shares of Common Stock to be sold through a broker-assisted sale will be sold on the day the Tax Withholding Obligation arises or as soon thereafter as practicable; (b) such shares of Common Stock may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (c) Holder will be responsible for all broker’s fees and other costs of sale, and Holder Xxxxxx agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the proceeds of such sale exceed the applicable Tax Withholding Obligation, the Company agrees to pay such excess in cash to Holder as soon as reasonably practicable; (e) Holder acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable Tax Withholding Obligation; and (f) in the event the proceeds of such sale are insufficient to satisfy the applicable Tax Withholding Obligation, Holder Xxxxxx agrees to pay immediately upon demand to the Company or its Subsidiary with respect to which the Tax Withholding Obligation arises an amount in cash sufficient to satisfy any remaining portion of the Company’s or the applicable Subsidiary’s Tax Withholding Obligation. EXHIBIT B TO LONG-TERM OVERACHIEVEMENT PERFORMANCE RESTRICTED STOCK UNIT AWARD GRANT NOTICE LONG-TERM OVERACHIEVEMENT PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT DETERMINATION OF FINAL AWARD AMOUNT VESTING SCHEDULE Capitalized terms used in this Exhibit B and not defined in Section 2 3 below shall have the meanings given them in the Agreement to which this Exhibit B is attached. [VESTING TO BE SPECIFIED IN INDIVIDUAL AGREEMENTS]

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Sizmek Inc.)

AutoNDA by SimpleDocs

Broker-Assisted Sales. In the event of any a broker-assisted sale of shares of Common Stock in connection with the payment of withholding taxes as provided in Section 1.4(b)(iii) amounts owed by a Participant under or (v): with respect to the Plan or Awards: (a) any shares of Common Stock to be sold through a the broker-assisted sale will be sold on the day the Tax Withholding Obligation arises payment first becomes due, or as soon thereafter as practicable; practicable; (b) such shares of the Common Stock may be sold as part of a block trade with other participants Participants in the Plan in which all participants receive an average price; price; (c) Holder the applicable Participant will be responsible for all broker’s fees and other costs of sale, and Holder by accepting an Award, each Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; sale; (d) to the extent the Company or its designee receives proceeds of such the sale that exceed the applicable Tax Withholding Obligationamount owed, the Company agrees to will pay such the excess in cash to Holder the applicable Participant as soon as reasonably practicable; practicable; (e) Holder acknowledges that the Company or and its designee is designees are under no obligation to arrange for such the sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable Tax Withholding Obligation; price; and (f) in the event if the proceeds of such the sale are insufficient to satisfy the Participant’s applicable Tax Withholding Obligationobligation, Holder agrees the Participant may be required to pay immediately upon demand to the Company or its Subsidiary with respect to which the Tax Withholding Obligation arises designee an amount in cash sufficient to satisfy any remaining portion of the CompanyParticipant’s or the applicable Subsidiary’s Tax Withholding Obligationobligation. EXHIBIT B TO LONG-TERM OVERACHIEVEMENT PERFORMANCE AWARD GRANT NOTICE LONG-TERM OVERACHIEVEMENT PERFORMANCE XXXXXXX X-0 XXXX XX XXX AGREEMENT FOR EARNOUT SHARES [See attached.] FORUM MERGER III CORPORATION 2020 INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT DETERMINATION OF FINAL (Earnout Shares) THIS RESTRICTED STOCK UNIT AWARD AMOUNT Capitalized terms used in AGREEMENT (this Exhibit B “Agreement”) is made and not defined in Section 2 below shall have entered into as of [●], 20[●], by and between Forum Merger III Corporation, a Delaware corporation (the meanings given them in “Company”), and the Agreement to which this Exhibit B employee of the Company or one of its affiliates whose signature is attached. [VESTING TO BE SPECIFIED IN INDIVIDUAL AGREEMENTS]set forth on the signature page hereof (the “Participant”).

Appears in 1 contract

Samples: Joinder Agreement (Forum Merger III Corp)

Time is Money Join Law Insider Premium to draft better contracts faster.