Equity Distribution. Xxxx Xxxxxxx (JMC) and Xxxxx XxXxxxxxxx (McSullivan), through their marketing efforts, will identify financing sources for company management to negotiate and close with the goal of obtaining a commitment for up to $10 Million in equity or debt funding for US Helicopter. Should the company receive such a commitment for all or part of the funding required to then launch the business, the following will pertain: - Cash - A commission of 10% of the debt or equity received from JMC/McSullivan sources will be paid to JMC/McSullivan. - Equity - In the event US Helicopter management decides to commence commercial operations with funding of any amount received through JMC/McSullivan sources, regardless of the structure, then JMC/McSullivan will be granted 29% of the stock in the company in compensation for all of the services identified above. Such 29% can be diluted on the same terms and conditions as all other equity held by other founding shareholders in the company.
Equity Distribution. The equity pool for 2010-2011 will be distributed to full professors and associate professors only; the specific participants in the plan will come from the group of faculty who held the rank of full professor or associate professor on September 1, 2010; they will qualify according to the following model:
Equity Distribution. Subject to Board approval, the Executive will be granted 402,818.29 Class C Common Units of Holdings, representing 1.25% of the outstanding equity securities of Holdings, calculated on a fully-diluted basis. This grant will vest in 48 equal monthly installments following the date of grant, subject to accelerated vesting in full in the event of the termination of the Executive's employment by the Company without Cause, or by the Executive for Good Reason, within 12 months following a change of control of the WellCare Group. As a condition to the receipt of this equity grant, the Executive will be required to purchase 3,333.33 Class A Common Units of Holdings at the current fair market value of $3.00 per Unit, which Units have a liquidation preference and an 8% annual return, and to become a party to Holdings' Limited Liability Company Agreement. Such grant and purchase will be subject to the terms and conditions of Holdings' 2002 Senior Executive Equity Plan and Holdings' standard form of Subscription Agreement under such Plan.
Equity Distribution. At the Effective Time, by virtue of the Merger: (a) All of the (i) DD3 shares issued and outstanding immediately prior to the Effective Time shall be canceled and each of those DD3 shares shall be exchanged for Series A shares of the Surviving Company common stock on a 1:1 exchange ratio, and (ii) DD3 warrants and DD3’s UPOs issued and outstanding immediately prior to the Effective Time shall be canceled and each of those DD3 warrants and DD3’s UPOs shall be replaced and exchanged for BWM warrants and BWM’s UPOs of the Surviving Company; with each holder of DD3 shares, DD3 warrants and DD3’s UPOs to receive the number of the Surviving Company common stock, BWM warrants and BWM’s UPOs, respectively; QUINTA.
Equity Distribution a. It has been agreed amongst “The Parties” that no new entity will be established.
Equity Distribution. The parties hereto intend that the Definitive Agreement be applicable not only to [QC CLB 1, LLC] itself but also to any other HoldCo. The parties hereto shall own HoldCo’s stock equally, with each party owning [Class B] shares and 70% of each party’s position being vested on the date of the Definitive Agreement and 30% of each party’s position vesting in accordance with milestones. The equity held by [CIP GP 2018 LLC] shall be non-voting, but subject to certain protective provisions as set forth herein. The determination as to whether such milestones have been achieved or not will be in the sole discretion of [Xxxx Xxxxxxxxx]. Such shares shall be anti-diluted until such time as HoldCo closes a qualifying [initial public offering][outside financing in the amount of at least ]. Such shares shall also have “tag-along” and “drag along” rights in the event of a sale by existing significant shareholders. The voting relationship between [Xxxx] and [Xxxx] shall be subject to separate agreement between them including a block on all corporate actions by [Xxxx].
Equity Distribution. The payment of cash dividends on any class of capital stock and any other distribution or payment on account of or in redemption, retirement or purchase of such capital stock; provided, however, that the term "Equity Distribution" does not include the issuance, delivery or distribution by a corporation of shares of its common stock pro rata to its existing stockholders nor does the term include the sale or exchange by the Company of shares of its common stock made in return for cash or other assets, tangible or intangible. Eurodollar Loan(s). That portion of any Loans made hereunder, the interest rate on which is calculated by reference to the LIBO Rate in accordance with 1.2.1 hereof.
Equity Distribution. At the Effective Date, by virtue of the Merger: QUINTA. Distribución del Capital Social. En la Fecha Efectiva, por virtud de la Fusión:
Equity Distribution. Xxxx Xxxxxxx (JMC) and Xxxxx XxXxxxxxxx (McSullivan), through their marketing efforts, will identify financing sources for company management to negotiate and close with the goal of obtaining a commitment for up to $10 Million in equity or debt funding for US Helicopter. Should the company receive such a commitment for all or part of the funding required to then launch the business, the following will pertain: - Equity - In the event US Helicopter management decides to commence commercial operations with funding of any amount received through JMC/McSullivan sources, regardless of the structure, then JMC/McSullivan will be granted 29% of the stock in the company in compensation for all of the services identified above. Such 29% can be diluted on the same terms and conditions as all other equity held by other founding shareholders in the company.
Equity Distribution. Subject to board approval, the Consultant will be granted options to purchase up to 10,000 Class A Common Units of WellCare Holdings, LLC ("HOLDINGS"), the parent entity of the Company. This grant will vest in 36 equal monthly installments during the term of this Agreement, provided that (i) any then-unvested portion of the option would accelerate in full upon (A) the termination of this Agreement by the Company, other than as a result of a breach of this Agreement by the Consultant or (B) the delivery by the Company of a Notice of Non-Renewal (as defined below), and (ii) all vesting of the option would immediately cease upon the termination of this Agreement for any other reason. Such grant will be subject to the terms and conditions of Holdings' standard form of Time Vesting Option Agreement.
