Contingent Stock Agreement Sample Clauses

Contingent Stock Agreement. (a) As of the Effective Time, Parent hereby expressly assumes and agrees to perform the CSA, as successor to the Company, in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Parent hereby agrees to take all actions necessary after the Effective Time to comply with the CSA, including taking all actions necessary to ensure that following the Effective Time the Merger will not have a prejudicial effect on the Holders (as defined in the CSA) with respect to their non-taxable receipt of securities pursuant to the CSA. The Company shall promptly deliver a notice under the CSA that the Merger is not a Prohibited Transaction (as defined in the CSA) and cooperate with Parent and facilitate communications between Parent and the Representatives (as defined in the CSA) regarding the CSA.
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Contingent Stock Agreement. In addition, on the date of this Agreement, the Company shall designate a number of Closing Shares mutually agreed upon by the Company and PentaStar to be subject to the Contingent Stock Agreement. The Contingent Stock Agreement provides that upon the occurrence of certain conditions, the Company may receive a greater or lesser number of shares of PentaStar Common Stock than the number initially deposited with PentaStar pursuant to the Contingent Stock Agreement. The parties agree that any adjustment in the number of such shares shall be treated as an adjustment to the Purchase Price. Because the Closing Shares shall be held by the Escrow Agent pursuant to the Escrow Agreement, they shall initially not be available for delivery to PentaStar as contemplated by the Contingent Stock Agreement. However, as soon as any Closing Shares are released from the Escrow Agreement for delivery to the Company they shall be delivered to PentaStar until the number of Closing Shares so delivered equals the number of Closing Shares designated by the Company to be subject to the Contingent Stock Agreement. In the event that any Closing Shares are delivered to PentaStar or the Acquiror pursuant to Section 2.3(a)(ii) or in satisfaction of the indemnification obligations of the Company under this Agreement, the number of shares subject to the Contingent Stock Agreement shall be reduced.
Sample 1

Related to Contingent Stock Agreement

  • Restricted Stock Agreement Each Award of Restricted Stock shall be evidenced by an Award Agreement that shall specify the Period of Restriction, the number of Shares granted, and such other terms and conditions as the Committee, in its sole discretion, shall determine. Unless the Committee determines otherwise, Shares of Restricted Stock shall be held by the Company as escrow agent until the restrictions on such Shares have lapsed.

  • Grant Agreement) This represents the status at the time of signature of this Consortium Agreement.

  • Stockholder Agreement The Stockholder agrees that, during the period from the date of this Agreement until the Expiration Date:

  • Restricted Share Units Restricted Share Units means Restricted Share Units granted to Participant under the Plan subject to such terms and conditions as the Committee may determine at the time of issuance.

  • Shareholder Agreement The Shareholder Agreement shall have been duly executed and delivered by the Company.

  • Stockholder Agreements Except as provided in this Agreement and the other Transaction Documents, there are no agreements, written or oral, between the Company and any current holder of its securities, or to the Company's knowledge, among any holders of its securities, relating to the acquisition (including, without limitation, rights of first refusal, anti-dilution or preemptive rights), disposition, registration under the Securities Act, or voting of the Common Stock or Preferred Stock.

  • Restricted Stock Units Subject to the terms and conditions provided in this Agreement and the Plan, the Company hereby grants to the Grantee restricted stock units (the “Restricted Stock Units”) as of the Grant Date. Each Restricted Stock Unit represents the right to receive a Share of Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder of the Company, no dividend rights and no voting rights with respect to the Restricted Stock Units or the Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered to the Grantee in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this Agreement, (ii) the Restricted Stock Units are subject to forfeiture in the event the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock delivered in settlement of the Restricted Stock Units will be subject to the Company’s policies regulating trading by Employees and Consultants, including any applicable “blackout” or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to any recoupment or “clawback” policy of the Company, regardless of whether such recoupment or “clawback” policy is applied with prospective or retroactive effect, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 of this Agreement. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreement.

  • Restricted Stock Award Subject to the terms and conditions of the Plan and this Agreement, the Company hereby grants to the Participant _____ Shares (the “Restricted Shares”), which shall vest and become nonforfeitable in accordance with Section 3 hereof.

  • Shareholder Agreements As a material inducement to Parent to enter into this Agreement, and simultaneously with, the execution of this Agreement, each Shareholder (as defined herein) is entering into an agreement, in the form of Annex A hereto (collectively, the "Shareholder Agreements"), pursuant to which they have agreed, among other things, to vote their shares of Company Common Stock in favor of this Agreement.

  • Settlement of Restricted Stock Units 6.1 Subject to Section 9 hereof, promptly following the vesting date, and in any event no later than March 15 of the calendar year following the calendar year in which such vesting occurs, the Company shall (a) issue and deliver to the Grantee the number of shares of Common Stock equal to the number of Vested Units; and (b) enter the Grantee’s name on the books of the Company as the shareholder of record with respect to the shares of Common Stock delivered to the Grantee.

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