Conversion and Payment Sample Clauses

Conversion and Payment. Unless the RSUs are forfeited on or before the Vesting Date, the RSUs will be converted into an equal number of Shares, which will be registered in your name as of the Vesting Date, and such Shares will be delivered as soon as practicable thereafter, and, if you are subject to U.S. federal income tax on such Shares, not later than March 15 of the year following the year in which the Vesting Date occurs.

Conversion and Payment. Unless the RSUs are forfeited on or before the Vesting Date, the RSUs will be converted into an equal number of Shares and will be delivered as soon as practicable after the Vesting Date, but not later than sixty (60) days following the Vesting Date if you are subject to U.S. federal income tax. Notwithstanding anything in these Terms and Conditions or the Plan to the contrary, the Company may, in its sole discretion, settle the RSUs in the form of a cash payment to the extent settlement in Shares is prohibited under local law, rules and regulations, or would require the Company, the Employer and/or you to secure any legal or regulatory approvals, complete any legal or regulatory filings, or is administratively burdensome. In addition, the Company may require you to sell any Shares acquired under the Plan at such times as may be required to comply with any local legal or regulatory requirements (in which case, you hereby expressly authorize the Company to issue sales instructions on your behalf).

Conversion and Payment. Unless the RSUs are forfeited before the Vesting Date, the RSUs will be converted into an equal number of Shares and will be delivered as soon as practicable thereafter, but not later than December 31 following the second anniversary of the Grant Date and, if you are subject to U.S. federal income tax on such Shares, not later than March 15 of the year following the year in which the Vesting Date occurs. Notwithstanding anything in these Terms and Conditions or the Plan to the contrary, the Company may, in its sole discretion, settle the RSUs in the form of a cash payment to the extent settlement in Shares is prohibited under local law, rules and regulations, or would require the Company, the Employer and/or you to secure any legal or regulatory approvals, complete any legal or regulatory filings, or is administratively burdensome. In addition, the Company may require you to sell any Shares acquired under the Plan at such times as may be required to comply with any local legal or regulatory requirements (in which case, you hereby expressly authorize the Company to issue sales instructions on your behalf).

Conversion and Payment. On the Mandatory Redemption Date: (i) each Minority Unit subject to the Mandatory Redemption shall be automatically cancelled and converted into the right to receive an amount in cash equal to the Adjusted Per Unit Redemption Price (for each Minority Unit not held by a Bad Leaver or Bad Leaver for Reputation Harm), the Adjusted Bad Leaver Per Unit Redemption Price (for each Minority Unit held by a Bad Leaver) or the Adjusted Bad Leaver for Reputation Harm Per Unit Redemption Price (for each Minority Unit held by a Bad Leaver for Reputation Harm) as applicable, without any further action by any Person, and holders of such Minority Units shall cease to be Members of the Company with respect to such Minority Units. Any disagreement regarding the Adjusted Per Unit Redemption Price, the Adjusted Bad Leaver Per Unit Redemption Price or the Adjusted Bad Leaver for Reputation Harm Per Unit Redemption Price, as applicable, shall be determined following the Mandatory Redemption Date in accordance with Section 10.2; and (ii) the Mandatory Redemption Purchaser shall pay, or cause to be paid (including payment to the Paying Agent, for further distribution to the Minority Members in accordance with the Minority Members Representative’s instructions), an amount in cash (without interest) equal to the product of (i) (A) the Adjusted Per Unit Redemption Price multiplied by (B) the number of Minority Units held by Minority Members that are not a Bad Leaver, (ii) (A) the Adjusted Bad Leaver Per Unit Redemption Price multiplied by (B) the number of Minority Units held by Minority Members that are a Bad Leaver and (iii) (A) the Adjusted Bad Leaver for Reputation Harm Per Unit Redemption Price multiplied by (B) the number of Minority Units held by Minority Members that are a Bad Leaver for Reputation Harm. Each Minority Member shall reasonably cooperate with the Managing Member in connection with the Mandatory Redemption, including by providing its wire transfer information promptly.

Conversion and Payment. Upon the request of the Company, the Convertible Payable shall be converted into Ordinary Shares of the Company immediately prior to, but subject to the completion of, upon the closing of the Merger pursuant to the Merger Agreement, at a conversion price which shall be equal to ten (10) times the average trading price of the rights of the Company, the trading symbol for which is “ALACR,” during a period of twenty-five (25) trading days ending on the second trading day prior to mailing of the final Proxy Statement to the Company’s shareholders in connection with the Special Meeting. Immediately prior to the closing of the Merger, the Company shall instruct its transfer agent to issue the Conversion Shares to Global Nature or its designee. The remaining 50% of the aggregate principal amount of GN Note 1 and GN Note 2, which is $824,400, shall be paid by the Company in cash no later than 5 business days after the closing of the Merger.

Conversion and Payment