Employee Equity. In the event such materials are used commercially, the employee shall retain equity in the material following recovery by the College of its investment in the project.
Employee Equity. The Company shall offer, issue and sell shares of Common Stock or Share Equivalents pursuant to any of the Company’s or any of its subsidiaries’ stock option plans, stock bonus plans, stock incentive plans, employment agreements or other management equity programs or other similar plans or programs (i) in compliance with the terms and conditions of the applicable plan, program or arrangement and (ii) pursuant to a valid exemption from the registration requirements of the Securities Act and any applicable state securities laws.
Employee Equity. Unless otherwise approved by the compensation committee of the Board of Directors (or if the Company has not established a compensation committee, the Board of Directors), all future employees and consultants of the Company who purchase, receive options to purchase, or receive awards of the Company’s share capital after April 3, 2012 shall be required to execute restricted share or option agreements, as applicable, providing for (i) vesting of shares over a four (4) year period, with the first twenty-five percent (25%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following thirty-six (36) months and (ii) a market stand-off provision substantially similar to that in Subsection 2.11. In addition, unless otherwise approved by the compensation committee of the Board of Directors (or if the Company has not established a compensation committee, the Board of Directors), the Company shall retain a “right of first refusal” on employee transfers until the Company’s IPO and shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted shares.
Employee Equity. (a) At or immediately prior to the Effective Time, each option to purchase shares of Company Stock (each, a “Company Stock Option”) and each stock appreciation right which represents the right to receive a payment in cash (each, a “Company Cash SAR”) or shares of Company Stock (each, a “Company Stock SAR” and together with the Company Stock Options and the Company Cash SARs, the “Company Option Awards”) outstanding under any equity compensation plan or arrangement of the Company, whether or not vested or exercisable, shall, automatically and without any action on behalf of the holder thereof, be canceled, and the Company shall pay each holder of any such Company Option Award for each such Company Option Award an amount in cash determined by multiplying (i) the excess, if any, of the Merger Consideration over the applicable exercise price of such Company Option Award by (ii) the number of shares of the Company Stock underlying such award (assuming full vesting of such Company Option Award) had such holder exercised such Company Option Award in full immediately prior to the Effective Time.
Employee Equity. In the event that New Securities are issued pursuant to Section 3.1(b) after the date of this Agreement or that options, warrants or convertible securities issued prior to the date of this Agreement pursuant to an Equity Incentive Plan are exercised or converted into Equity Securities after the date of this Agreement, RTL (or a designated Affiliate thereof) shall be permitted (i) to acquire in the open market an amount of Equity Securities and/or (at the election of RTL) (ii) exchange New Debt, Rollover Notes and/or Backstop Notes with the Company for an amount of Equity Securities, in each of clauses (i) and (ii), sufficient to increase its Pro Rata Percentage up to an amount equal to its Pro Rata Percentage immediately prior to such issuance of New Securities; provided, that to the extent that the New Securities are issued pursuant to an Equity Incentive Plan and are not exercised or have not been converted into Equity Securities, RTL (or a designated Affiliate thereof) shall only be permitted to acquire Equity Securities pursuant to this Section 3.2 at such time when such New Securities are exercised or converted into Equity Securities. In the case of an exchange contemplated by clause (ii) of this Section 3.2, if multiple forms of Equity Securities are outstanding at such time, the form of such Equity Security acquired thereunder will be selected by RTL (or such designated Affiliate) from the outstanding Equity Securities of the Company at such time and the exchange ratio for such Equity Securities to be determined by dividing the principal amount of each dollar of the Indebtedness exchanged by the then prevailing fair market value of such selected Equity Security.
Employee Equity. The Buyer undertakes to the State that if, at any time, the Company, the Buyer or the Asset Buyer (or any other company/trust which is controlled by the Buyer or the Asset Buyer which owns or conducts the Business or any substantial part of the assets used to conduct any part of the Business) is listed on the Australian Stock Exchange Limited, it will ensure that as part of that listing, employees of the Business will be given an opportunity to invest in the relevant company or trust.
Employee Equity. Unless otherwise approved by the Board of Managers, all future employees of the Company who purchase, receive options to purchase, or receive awards of the Company’s Units after the date hereof shall be required to execute agreements, as applicable, providing for (i) vesting of the Units over a four (4) year period, with the first twenty-five percent (25%) of such Units vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following thirty-six (36) months, and (ii) a market stand-off provision substantially similar to that in Section 2.11. Without the prior approval by the Board of Managers, the Company shall not amend, modify, terminate, waive or otherwise alter, in whole or in part, any unit purchase, grant or profits interest agreement with any existing employee or service provider if such amendment would cause it to be inconsistent with this Section 3.9. In addition, unless otherwise approved by the Board of Managers, the Company (x) shall not offer or allow any acceleration of vesting, and (y) shall retain (and not waive) a “right of first refusal” on employee transfers until the Company’s Initial Offering.
Employee Equity. The Members acknowledge that the Managers intend to implement an employee equity plan that will result in the issuance of Class C Units.
Employee Equity. (a) At the Effective Time, each Company Stock Option, whether vested or unvested, that is outstanding and unexercised immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and converted into and shall become a right to receive, as soon as practicable after the Effective Time (but in no event later than five Business Days thereafter), an amount in cash, without interest, equal to the product obtained by multiplying (x) the number of shares of Company Stock subject to the Company Stock Option, by (y) the excess, if any, of the amount of the Merger Consideration over the exercise price per share of the Company Stock Option (with the aggregate payment rounded down to the nearest cent), less applicable Tax withholding. For the avoidance of doubt, each Company Stock Option with an exercise price that is equal to or greater than the Merger Consideration shall be canceled without any consideration to the holder thereof.
Employee Equity. In the event that New Securities are issued pursuant to Section 3.1(b) after the Original Agreement Date or that options, warrants or convertible securities issued prior to the Original Agreement Date pursuant to an Equity Incentive Plan are exercised or converted into Equity Securities after the Original Agreement Date, RTL (or a designated Affiliate thereof) shall be permitted (i) to acquire in the open market an amount of Equity Securities and/or (at the election of RTL)
