Equity Sample Clauses

Equity. Executive will be eligible to receive awards of stock options, restricted stock units or other equity awards pursuant to any plans or arrangements the Company may have in effect from time to time. The Board (or its compensation committee) will determine in its discretion whether Executive 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, provided that in no case will the terms of any such award deviate from the accelerated vesting provisions set forth elsewhere herein.

Equity. Subject to approval of the Board at its next regularly scheduled meeting following your hire date, you will be granted options to purchase a total of 1,100,000 shares of the Company’s Common Stock, which grant shall consist of two separate option grants: (a) An option to purchase 800,000 shares of the Company’s Common Stock that will vest over a 4-year period (your “4-Year Option”). Your 4-Year Option shall vest based solely on continued service provided to the Company and shall vest over a 4-year period with one-quarter of your 4-Year Option vesting on the one-year anniversary of your start date with the Company, and the balance vesting in equal monthly installments over the three years thereafter (i.e., 1/48ths per month). (b) A long-term incentive option to purchase 300,000 shares of the Company’s Common Stock that will vest over a 6-year period (your “6-Year Option”; your 4-Year Option and your 6-Year Option shall be collectively referred to as your “Options”). Your 6-Year Option shall vest based solely on continued service provided to the Company and shall vest over a 6-year period with one-third of your 6-Year Options vesting on the 2nd annual anniversary of your start date with the Company, and the balance vesting in equal monthly installments over the four years thereafter (i.e., 1/72ths per month). The exercise price of the Options will be consistent with the Company’s then-current 409A valuation. In addition, the Options will be eligible for the vesting acceleration described in Section 2 and in Section 7 of Attachment A. The Options will be “early-exercisable”, such that you will be eligible to exercise shares subject to the Option prior to their vesting, and the Options will be exercisable until the earlier of (x) the expiration of the Options’ 10-year term or (y) unless the Options are assumed by the acquiring company, upon the effective date of a Change of Control. The Options will be an ISO to the extent statutorily permissible. The Options will be subject to the Company’s stock plan and the Company’s standard form of stock option agreement (with appropriate modifications to reflect the terms referenced above).

Equity. The Recipient is to consider Gender Based Analysis Plus (“GBA+”) lenses when undertaking a project.

Equity. Party B will not issue, purchase or redeem any equity or debt securities of Party B.

Equity. All shares of restricted stock granted to the Executive by the Company shall become vested in full upon the termination. Additionally, if the termination occurs prior to the Performance Share Vesting Date, 100% of the Target Number of Performance Shares shall be deemed Vested Performance Shares effective as of the date of the termination. All Unvested Common Shares issued in settlement of the Performance Share Award shall become vested effective as of the date of such termination. Except as set forth in this Section 8(e), the treatment of stock options, performance share awards and all other equity awards granted to the Executive by the Company that remain outstanding immediately prior to the date of such Change in Control shall be determined in accordance with their terms.

Equity. The equity awards held by the Executive shall continue to be governed by the terms and conditions of the Company’s applicable equity incentive plan(s) and the applicable award agreement(s) (collectively, the “Equity Documents”); provided, however, and notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement: (i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period; (ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall not b...

Equity. The parties agree that any tax issues, or payments that are due to the IRS or comparable foreign entity as a result of issuance of the equity to Executive, are the sole responsibility of Executive. Executive understands that its own obligation to consult with and take his own independent tax advice on this matter. (a) 2022 Incentive Plan (appendix A) The Executive will be eligible to participate in the Company’s 2022 Incentive Plan, as per the Stock Option Grant detail (appendix B.).

Equity. Vesting acceleration of one hundred percent (100%) of Executive’s outstanding unvested Equity Awards on the date of Executive’s termination. If, however, an outstanding Equity Award is to vest and/or the amount of the Equity Award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s).

Equity. Promptly, and in no event later than three Business Days of the date of the issuance by any Borrower or any of its Subsidiaries of any Equity Interests (other than (A) in the event that any Borrower or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, the issuance by such Subsidiary of Equity Interests to such Borrower or such Subsidiary, as applicable, (B) the issuance of Equity Interests by Administrative Borrower to any Person that is an equity holder of Administrative Borrower prior to such issuance (a “Subject Holder”) so long as such Subject Holder did not acquire any Equity Interests of Administrative Borrower so as to become a Subject Holder concurrently with, or in contemplation of, the issuance of such Equity Interest to such Subject Holder, (C) the issuance of Equity Interests of Administrative Borrower to directors, officers and employees of Administrative Borrower and its Subsidiaries pursuant to employee stock option plans (or other employee incentive plans or other compensation arrangements) approved by the Board of Directors, (D) the issuance of Equity Interests of Administrative Borrower in order to finance the purchase consideration (or a portion thereof) in connection with a Permitted Acquisition, (E) the issuance of Equity Interests of Administrative Borrower in connection with the raising of Curative Equity, (F) the issuance of Equity interests of Administrative Borrower solely to repay all or a portion of the ▇▇▇▇▇▇▇ Capital Facility, and (G) the issuance of Equity Interests by a Subsidiary of a Borrower to its parent or member in connection with the contribution by such parent or member to such Subsidiary of the proceeds of an issuance described in clauses (A) – (F) above), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such issuance. The provisions of this Section 2.4(e)(iv) shall not be deemed to be implied consent to any such issuance otherwise prohibited by the terms of this Agreement.