Conversion Awards Sample Clauses

The Conversion Awards clause defines the terms under which certain securities or instruments, such as convertible notes or preferred shares, can be converted into another class of securities, typically common stock. It outlines the conversion ratio, timing, and any conditions or events that trigger the conversion, such as a financing round or company sale. This clause ensures that holders of convertible instruments understand their rights and the mechanics of conversion, providing clarity and predictability in how their investments may change form in the future.
Conversion Awards. In accordance with GAAP, the number of shares of Heinz Common Stock and Spinco Common Stock subject to a Conversion Award and the exercise price per share of Heinz Common Stock and Spinco Common Stock subject to a Conversion Award shall be determined, as of the Close of the Distribution Date, in accordance with the following conversion formula: (A) The Aggregate Spread on each Heinz Option shall be maintained under each corresponding Conversion Award by setting the option exercise prices of the Conversion Award with respect to the shares of Heinz Common Stock and Spinco Common Stock subject to such Conversion Award, respectively, to ensure that the sum of the aggregate differences between (x) the Heinz Post-Distribution Stock Price and the Heinz Option exercise price and (y) the Spinco Post-Distribution Stock Price and Spinco Option exercise price, equals the Aggregate Spread. (B) In addition, each of (A) the ratio of the per share option exercise price of that portion of the Conversion Award that remains a Heinz Option to the Heinz Post-Distribution Stock Price, and (B) the ratio of the per share option exercise price of that portion of the Conversion Award that is a Spinco Option to the Spinco Post-Distribution Stock Price, shall be fixed in such a way that maintains the ratio of the per share exercise price of each Heinz Option that becomes a Conversion Award to the Heinz Pre-Distribution Stock Price. (C) The number of shares of Heinz Common Stock subject to a Conversion Award shall remain the same as the number of shares of Heinz Common Stock subject to the converted Heinz Option as in effect prior to the Close of the Distribution Date and the number of shares of Spinco Common Stock subject to a Conversion Award shall be equal to the number of shares of Heinz Common Stock subject to the converted Heinz Option as in effect prior to the Close of the Distribution Date.
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Conversion Awards. A portion of each Pennzoil Award that is outstanding as of the Close of the Distribution Date, effective immediately after the Close of the Distribution Date, and without regard to whether the holder of such Pennzoil Award is a Downstream Individual or a Pennzoil Individual, shall be converted into an award of a similar nature with respect to Downstream Common Stock, and the remaining portion of such Pennzoil Award shall remain outstanding with respect to Pennzoil Common Stock (collectively, "Conversion Awards"), the number of shares covered by, and the exercise or reference appreciation price of, such Conversion Awards to be determined by applying the rules set forth in paragraphs (d) and (e) of this Section 7.1, but subject in all cases to the aggregate limitations set forth in the paragraph (b) of this Section 7. 1. To the extent possible, no holder of an Award having any particular terms shall be treated any differently from any other holder of an Award having the same terms. Each Conversion Award with respect to Downstream Common Stock shall be issued under the Downstream Incentive Plan, and shall have the same terms and conditions (including payment schedule in the case of a Pennzoil CSAU) as the corresponding Pennzoil Award to which it relates (except as adjusted as provided herein).
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Conversion Awards. Notwithstanding the language of Section ----------------- 2.04(f) and Section 2.04(g), future service for Choice shall be treated as service for Manor Care for purposes of determining satisfaction of the restrictions attributable to prior restricted awards of Manor Care Common Stock and Sunburst Common Stock and employees of Choice shall be provided the same treatment as employees of Sunburst with respect to transfers of employment with Manor Care. Future service for Manor Care or Sunburst shall be treated as service for Choice for purposes of determining satisfaction of the restrictions attributable restricted awards of Choice Common Stock received as part of a Conversion Award.
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Conversion Awards. Each individual who holds a GCG Award that is outstanding as of the Effective Time shall continue to hold such GCG Award and shall receive, effective immediately after the Effective Time, an award of a similar nature with respect to GenTek Common Stock (the "Conversion Award"). The number of shares covered by, and the exercise or reference appreciation price of the Conversion Award to be determined by applying the rules set forth in this Section 7. 1. To the extent possible, no holder of a Conversion Award having any particular terms shall be treated any differently from any other holder of a Conversion Award having the same terms. Each Conversion Award with respect to GenTek Common Stock shall be issued under the GenTek Incentive Plans, and shall have the same terms and conditions as the corresponding GCG Award to which it relates (except as adjusted as provided herein). GCG and GenTek shall each treat employment with such other corporation or employment with such corporation for purpose of continued vesting, etc., of any GCG RSU or Conversion Award.
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Conversion Awards. All 1998 Conversion Awards, which, under the Allocation Agreement, are to be denominated in shares of Host Marriott Corporation, shall be issued under the Host REIT Plan as provided in the Allocation Agreement. The Committee shall administer all such 1998 Conversion Awards under the Host REIT Plan, giving service credit to the grantee of each such 1998 Conversion Award to the extent required under the Allocation Agreement. All 1998 Conversion Awards shall be subject to substantially similar terms and conditions as provided in the holder’s outstanding awards prior to the Contribution Date.
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Related to Conversion Awards

  • Stock Adjustments In the event that during the term of the pledge any stock dividend, reclassification, readjustment or other changes are declared or made in the capital structure of Pledgee, all new, substituted and additional shares or other securities issued by reason of any such change shall be delivered to and held by the Pledgee under the terms of this Security Agreement in the same manner as the Shares originally pledged hereunder. In the event of substitution of such securities, Pledgor, Pledgee and Pledgeholder shall cooperate and execute such documents as are reasonable so as to provide for the substitution of such Collateral and, upon such substitution, references to "Shares" in this Security Agreement shall include the substituted shares of capital stock of Pledgor as a result thereof.

  • Equity Awards You will be eligible to receive awards of stock options or other equity awards pursuant to any plans or arrangements the Company may have in effect from time to time. The Board or Committee, as applicable, will determine in its sole discretion whether you will be granted any such equity awards and the terms of any such award in accordance with the terms of any applicable plan or arrangement that may be in effect from time to time.

  • Stock Awards “Stock Awards” means all stock options, restricted stock and such other awards granted pursuant to the Company’s stock option and equity incentive award plans or agreements and any shares of stock issued upon exercise thereof.

  • Dividend Equivalents Subject to this Paragraph 6, with respect to dividends for which a record date occurs during the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

  • Equity-Based Awards (a) Each award of phantom units that corresponds to Partnership Common Units and vests solely based on the passage of time (including any Seconded Employee Phantom Awards), whether vested or unvested (“Partnership Phantom Units”), that is outstanding immediately prior to the Effective Time, shall, as of the Effective Time, be assumed by Parent and converted into a restricted unit award representing a contractual right to receive Parent Common Units or, in the case of Seconded Employees, the right to receive cash determined based on the value of Parent Common Units (each an “Assumed Restricted Unit Award”). Each such Assumed Restricted Unit Award shall be converted into a restricted unit award to receive a number of Parent Common Units (or the cash equivalent thereof, as applicable) equal to the product obtained by multiplying (x) the number of Partnership Common Units subject to such Partnership Phantom Unit immediately prior to the Effective Time by (y) the Exchange Ratio, rounded up or down to the nearest whole Parent Common Unit. Each Assumed Restricted Unit Award shall otherwise be subject to the same terms and conditions (including as to vesting, distribution equivalent rights and issuance) as were applicable to the Partnership Phantom Unit immediately prior to the Effective Time. (b) Each award of performance units that corresponds to Partnership Common Units, including Seconded Employee Performance Awards (each, a “Partnership Performance Award,” and together with the Partnership Phantom Units, the “Partnership Equity Awards”), that is outstanding and unvested as of the Effective Time, shall, as of the Effective Time, be measured as to performance as of the Effective Time (or a date reasonably proximate thereto) as determined in good faith by the GP Board and each such Partnership Performance Award shall, with respect to the number of Partnership Common Units that are considered earned with respect thereto based on the higher of actual performance or target shall, as of the Effective Time (the “Earned Performance Units”), be assumed by Parent and converted into an Assumed Restricted Unit Award, which shall have distribution equivalent rights and be eligible to vest solely based on continued service at the end of the performance period that was originally applicable thereto; provided, however, that the Earned Performance Units will vest upon a “qualifying termination” and, to the extent applicable, will incorporate the provisions related to termination due to “retirement,” as provided in the Partnership Phantom Unit Awards. Notwithstanding the foregoing, with respect to Partnership Performance Awards granted in 2021, the number of Earned Performance Units shall be equal to the target number of units granted, regardless of performance. The number of Parent Common Units that are subject to such Assumed Restricted Unit Awards shall be equal to the number of Earned Performance Units with respect to the corresponding Partnership Performance Award, multiplied by the Exchange Ratio, rounded up or down to the nearest whole Parent Common Unit. Any performance units that correspond to Partnership Common Units that are not Earned Performance Units shall, upon the Effective Time, automatically be cancelled for no consideration. (c) The General Partner shall take any and all actions reasonably necessary to effectuate the transactions contemplated by this Section 5.6 and such transactions shall be subject to compliance with Section 409A of the Code.