Deferred Share Awards Sample Clauses

Deferred Share Awards. The Company shall take all necessary action to ensure that, at the Effective Time, except as otherwise provided in Item 8.2 of the Company Letter, each Deferred Share Award then outstanding, whether or not then fully vested, shall be cancelled by the Company in consideration for which the holder thereof shall thereupon be entitled to receive, at the Effective Time, a cash payment in respect of such cancellation from the Company in an amount equal to (i) the product of (A) the number of shares of Company Common Stock remaining subject to issuance pursuant to such Deferred Share Award and (B) the Per Share Merger Consideration, plus (ii) the product of (A) the number of shares of Company Common Stock remaining subject to issuance pursuant to such Deferred Share Award and (B) the amount of the Special Dividend issued with respect to each Share, minus (iii) all applicable federal, State and local Taxes required to be withheld by the Company (the aggregate amount of all such cash payments the “Aggregate Award Amount”). At or prior to the Effective Time, Parent shall deposit, or shall cause Sub to deposit, with the Company (or, at the Company’s request, the Paying Agent) a cash amount in immediately available funds equal to the Aggregate Award Amount.
Sample 1Sample 2
AutoNDA by SimpleDocs
Deferred Share Awards. Within fourteen (14) days after the Contingent Payment Date, Buyer shall issue deferred share awards in accordance with the standard terms, provisions and conditions of Buyer’s current equity incentive plan to the individuals set forth on EXHIBIT I attached hereto. The amount of deferred shares issuable shall be calculated by dividing the amount adjacent to each such individual’s name listed on EXHIBIT I by the average closing price of Buyer’s ordinary shares on the Buyer’s primary equity trading market for the ten (10) trading days preceding the Contingent Payment Date; provided, however, that (i) the amounts listed on EXHIBIT I shall be proportionately adjusted proportionately downward such that the aggregate amount issuable shall equal 11.739% of the Contingent Amount (but shall not in any event in the aggregate exceed the amounts set forth on EXHIBIT I; and (ii) all such awards are subject to vesting contingent upon continued service with the Surviving Corporation (the “Deferred Share Awards”)
Sample 1

Related to Deferred Share Awards

  • Performance Share Awards On the Performance Share Vesting Date next following the Executive's date of death, the number of Performance Shares that shall become Vested Performance Shares shall be determined by multiplying (a) that number of shares of Company Common Stock subject to the Performance Share Agreement that would have become Vested Performance Shares had no such termination occurred; provided, however, in no case shall the number of Performance Shares that become Vested Performance Shares exceed 100% of the Target Number of Performance Shares set forth in the Performance Share Agreement, by (b) the ratio of the number of full months of the Executive's employment with the Company during the Performance Period (as defined in the Performance Share Agreement) to the number of full months contained in the Performance Period. Vested Common Shares shall be issued in settlement of such Vested Performance Shares on the Settlement Date next following the Executive’s date of death.

  • Stock Units As used herein, the term “Stock Unit” shall mean a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding share of the Company’s Common Stock (“Share”) solely for purposes of the Plan and this Award Agreement. The Stock Units shall be used solely as a device for the determination of the payment to eventually be made to the Participant if such Stock Units vest pursuant to this Award Agreement. The Stock Units shall not be treated as property or as a trust fund of any kind.

  • Performance Share Award If your Award includes a Performance Share Award, and you voluntarily terminate your employment prior to the end of the Performance Period, you will forfeit your entire Performance Share Award. 

  • Performance Share Units The Committee may, in its discretion, grant to Executive performance share units subject to performance vesting conditions (collectively, the “Performance Units”), which shall be subject to restrictions on their sale as set forth in the Plan and an associated Performance Unit Grant Letter.

  • Performance Shares The Performance Shares earned by the Grantee will be determined and delivered to the Grantee as soon as practicable subsequent to the determination of the Corporation’s financial results for the Performance Cycle and approval by the Plan Administrator. The corresponding shares of the Corporation’s common stock will be purchased on the open market.

  • 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 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.

  • Restricted Stock Unit Award Subject to the terms and conditions of the Plan and this Award Agreement, the Company hereby grants to the Participant the number of Restricted Stock Units indicated in the Notice of Grant (the “RSUs”). Each RSU represents one notional Share.

  • Award of Restricted Stock Units The Company, effective as of the date of this Agreement, hereby grants to Participant an award of Restricted Stock Units, each Restricted Stock Unit representing the right to receive one share of Common Stock on such date as set forth herein, plus an additional amount pursuant to Section 2(b) hereof, subject to the terms and conditions set forth in this Agreement.

  • Performance Units Subject to the limitations set forth in paragraph (c) hereof, the Committee may in its discretion grant Performance Units to any Eligible Person and shall evidence such grant in an Award Agreement that is delivered to the Participant which sets forth the terms and conditions of the Award.

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