Conversion Awards Sample Clauses

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:
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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. 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. 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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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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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.

  • Option Awards The Company represents and warrants to the Executive that all shares issued pursuant to any equity award granted to the Executive by the Company, upon issuance to the Executive, will be duly authorized, fully paid and non-assessable. A sufficient number of shares for each such equity award will be properly reserved.

  • Dividend Equivalents and Adjustments (a) Dividend Equivalents shall be paid or credited on RSUs (other than RSUs that, at the relevant record date, previously have been settled or forfeited) as follows, except that the Committee may specify an alternative treatment from that specified in (i), (ii), or (iii) below for any dividend or distribution:

  • Unvested Common Shares Issued in Settlement of Performance Share Awards If the Executive terminates employment pursuant to Sections 6(b), 6(d) or 6(e)(i) after the Performance Share Vesting Date, the vesting of all Unvested Common Shares (as defined in the Performance Share Agreement) issued in settlement of the Performance Share Award shall be accelerated in full effective as of the date of such termination.

  • Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock In the event the Corporation shall at any time after the Series A-2 Original Issue Date issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Subsection 5.4.3), without consideration or for a consideration per share less than the Conversion Price applicable to a series of Preferred Stock in effect immediately prior to such issuance or deemed issuance, then such Conversion Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest one-hundredth of a cent) determined in accordance with the following formula: CP2 = CP1 x (A + B) ÷ (A + C). For purposes of the foregoing formula, the following definitions shall apply:

  • 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.

  • Payment of Dividend Equivalents With respect to each of the RSUs covered by this Agreement, Grantee shall be credited on the records of the Company with dividend equivalents in an amount equal to the amount per Common Share of any cash dividends declared by the Board on the outstanding Common Shares during the period beginning on the Date of Grant and ending either on the date on which Grantee receives payment for the RSUs pursuant to Section 6 hereof or at the time when the RSUs are forfeited in accordance with Section 5 of this Agreement. These dividend equivalents will accumulate without interest and, subject to the terms and conditions of this Agreement, will be paid at the same time, to the same extent and in the same manner, in cash or Common Shares (as determined by the Committee) as the RSUs for which the dividend equivalents were credited.

  • 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.

  • Adjustment of Exercise Price, Number of Shares of Common Stock or Number of the Company Warrants The Exercise Price, the number of shares covered by each Warrant and the number of Warrants outstanding are subject to adjustment from time to time as provided in Section 3 of the Warrant Certificate. In the event that at any time, as a result of an adjustment made pursuant to Section 3 of the Warrant Certificate, the Holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares contained in Section 3 of the Warrant Certificate and the provisions of Sections 7, 11 and 12 of this Agreement with respect to the shares of Common Stock shall apply on like terms to any such other shares. All Warrants originally issued by the Company subsequent to any adjustment made to the Exercise Price pursuant to the Warrant Certificate shall evidence the right to purchase, at the adjusted Exercise Price, the number of shares of Common Stock purchasable from time to time hereunder upon exercise of the Warrants, all subject to further adjustment as provided herein.

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