Equity Consideration. Effective on December 31, 2012, and at the end of each successive calendar year on December 31 thereafter, or as soon as reasonably practicable after each such December 31 (each a “Grant Date”) during the Term of this Agreement, and as part of the consideration for this Agreement and based on the achievement of the specific execution of responsibilities and performance of duties from the immediate prior year as may be determined by the Board, the Compensation Committee of the Board may grant annually to Executive stock options with three year vesting, exercisable into shares of common stock of the Company, with an exercise price per share equal to “Fair Market Value” (as defined in the Company’s stock incentive plan) on the applicable Grant Date, which shares shall have a ten year expiration date from the Grant Date and a cashless exercise feature. Any unvested options will vest upon (i) a Change of Control as defined in and pursuant to Section 5.2(b) below, or (ii) any termination of Executive’s employment other than (a) termination by Executive, (b) termination for Cause as defined in Section 5.1 below, or (c) termination by the Company pursuant to Section 5.6 below. In the event that the Executive is terminated for any reason other than (i) Cause, (ii) death or (iii) disability or retirement, each Option granted to Executive, to the extent that it is exercisable at the time of such termination, shall remain exercisable for the 90 day period following such termination, but in no event following the expiration of its term. In the event of the termination of Executive’s employment for Cause, each outstanding option granted to Executive shall terminate at the commencement of business on the date of such termination. In the event that the Executive’s employment with the Company terminates on account of death, disability or, with respect to any non-qualified stock option, retirement of Executive, each option granted that is outstanding and vested as of the date of such termination shall remain exercisable by Executive (or Executive’s legal representatives, heirs or legatees) for the one year period following such termination, but in no event following the expiration of its term. There is no predetermined option grant for 2012.
Equity Consideration. The Equity Consideration and any capital stock issued upon conversion thereof, when issued to Seller pursuant to this Agreement or upon conversion, shall be validly issued, fully paid, non-assessable and free and clear of any Encumbrance (other than restrictions on transfer which arise under applicable securities Laws and other than those arising under the Stockholder Agreement) and shall not have been issued in violation of any preemptive rights.
Equity Consideration. In further consideration of the licenses and rights granted to Erasca hereunder, Katmai shall participate in Erasca’s Subsequent Financing and purchase a number of shares of stock of Erasca having an aggregate value of $[***], at a price per share which is pari passu to all other investors who participate in the Subsequent Financing. Katmai’s shares shall have the rights and obligations set forth in the then-effective Certificate of Incorporation of Erasca, together with the financing documents entered into by the other investors in the Subsequent Financing. At least ten (10) days prior to the closing of the proposed Subsequent Financing, Erasca shall provide written notice of the proposed financial terms of the Subsequent Financing to Katmai. Katmai shall execute the relevant purchase agreement and all other financing documents on terms consistent with the other investors in the Subsequent Financing. Notwithstanding the foregoing, the obligation under this subsection (ii) shall terminate upon and not apply to an initial public offering by Erasca or the earlier Sale Transaction.
Equity Consideration. (a) The Equity Consideration (collectively, the “Buyer Parent Securities”) are or shall be restricted securities and have not been registered for resale under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be sold, transferred, hypothecated, or assigned by any of the Seller in the absence of a registration statement covering such Buyer Parent Securities that has been declared effective by the Securities and Exchange Commission (“SEC”) or the availability of an applicable exemption therefrom. For clarity, other than the Lock-up Agreement, there are no separate restrictions other than the stock having been issued in a private transaction, thereby making the shares restricted for Rule 144 purposes. If the Buyer Parent lists its shares on any public exchange, at Seller’s election, Buyer shall: (i) if registration occurs after the First Closing, ensure Seller’s Equity Consideration is registered, or (ii) if registration occurs before the First Closing, pay the Equity Consideration in registered shares.
Equity Consideration. LICENSEE shall provide to UNIVERSITIES a founder’s position of LICENSEE’s equity equivalent to [***] percent ([***]%) of the original LICENSEE equity issued. For example, if the initial capitalization of LICENSEE consists of ten million (10,000,000) common shares, such equity shall be equal to [***] ([***]) common shares fully diluted, with each of Emory and UGARF holding [***] ([***]) common shares (or [***]%) and the inventor/founders of LICENSEE holding [***] ([***])common shares (or [***]%). LICENSEE will use commercially reasonable efforts to prepare an operating agreement and/or shareowners agreement within ninety (90) days after the Effective Date. The founder shares to be owned by the UNIVERSITIES and the investor/founders will be of the same class. It is the intent that Emory and UGARF will have the right to convert their ownership interests in LICENSEE into an economically equivalent founder’s position in any joint venture entered into by LICENSEE to develop Licensed Products or any Designated Affiliate of LICENSEE whose business includes developing the Licensed Products with the proviso that if LICENSEE reserves any such rights to Licensed Products unto itself in connection with any such joint venture, Emory and UGARF will maintain a smaller founder’s equity position in LICENSEE based on the relative value of such reserved rights by LICENSEE, provided that this right shall be exercisable only once, and only as to one such venture, and only then if it is exercised within thirty (30) days of notice from LICENSEE to UNIVERSITIES of the opportunity. UNIVERSITIES’ rights to effect such a conversion may be conditioned, at LICENSEE’s option, upon UNIVERSITIES’ entering into reasonable buy-sell agreements providing for rights of first refusal in favor of LICENSEE in the event UNIVERSITIES desire to transfer their interests in such joint venture and for “drag along” rights covering UNIVERSITIES’ interest in the event LICENSEE desires to transfer its interest in such joint venture.
Equity Consideration. In consideration for the RED REIT Contribution, Newco OP shall issue to RED REIT (for the benefit of RED REIT and the RED REIT Subsidiary Contributors) at the Closing 3,075,623 Newco OP Units.
Equity Consideration. The Equity Consideration, issued to the Contributors as designated in writing pursuant to Section 2.2 and recorded on the books and records of Crosstex MLP’s transfer agent, and an executed certificate of Crosstex MLP’s transfer agent, in a form acceptable to Devon, certifying as to the book entry issuances of the Crosstex MLP Class B Units comprising the Equity Consideration;
Equity Consideration. (a) [***]. Upon the Effective Date, in partial consideration of the rights granted hereunder, Reneo shall issue to vTv [***] shares of Reneo’s Common Stock (the “[***]”) pursuant to the terms of the stock purchase agreement attached hereto as Exhibit 3.2(a) (the “[***]”).
Equity Consideration. The Equity Consideration issued to NRGY and Inergy Sales and recorded on the books and records of Acquirer’s transfer agent, as evidenced by an executed certificate of Acquirer’s transfer agent, in a form acceptable to NRGY and Inergy Sales, certifying as to the book entry issuance of the Suburban Common Units comprising the Equity Consideration;
Equity Consideration. The Acquiror Common Units and Acquiror Class B Units comprising the Equity Consideration in book entry form, in each case free and clear of any Encumbrances, other than restrictions on transfer set forth in the Acquiror Partnership Agreement or the applicable requirements of the federal securities laws, and any applicable state or other local securities laws;
