Equity Terms Sample Clauses
The Equity Terms clause defines the specific conditions and rights associated with ownership interests in a company, such as shares or stock options. It typically outlines the type and class of equity being issued, vesting schedules, rights to dividends, voting rights, and any restrictions on transfer or sale. For example, it may specify that founders' shares vest over four years or that investors receive preferred shares with liquidation preferences. The core function of this clause is to ensure all parties clearly understand their ownership rights and obligations, thereby reducing disputes and aligning expectations regarding equity participation.
Equity Terms. During the Executive’s Employment, at the discretion of the Committee, the Executive shall be entitled to participate in the Company’s equity compensation plans, as in effect from time to time, and the Executive shall be eligible to receive grants of Company equity (“Compensatory Equity”), as determined by the Committee, in its discretion from time to time.
Equity Terms. The Founder Shares are substantially similar to the terms of the Class A Shares included in the units sold by the SPAC in the IPO, except that: (a) the Founder Shares will automatically convert into Class A Shares at the time of a Business Combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described in more detail in the Registration Statement and the SPAC’s organizational documents; (b) prior to the Business Combination, only holders of the Founder Shares may have the right to vote on the appointment of the SPAC’s directors and holders of a majority of our Founder Shares may remove a member of the SPAC’s board of directors for any reason or no reason; (c) the Company, upon the IPO, agreed to vote the Founder Shares in favor of any proposed Business Combination; (d) unless otherwise agreed with the underwriters of the IPO and as set forth in the Registration Statement, all Founder Shares are subject to the lock-up provisions described in the Registration Statement; (e) the Founder Shares are subject to customary registration rights, which are described in the Registration Statement; (f) the Provider will not participate in any liquidation distribution with respect to the Founder Shares (but will participate in liquidation distributions with respect to any units, warrants, and/or Class A Shares purchased directly by the Provider in the IPO or on the open market) if the SPAC fails to consummate a Business Combination, and the Provider may lose their entire investment; (g) the Founder Shares include additional terms or restrictions as are customary in other similarly-structured blank check company offerings, as set forth in the Registration Statement; and (h) other members of the Company may acquire membership interests in the Company for consideration (or no consideration) on terms and valuations different from the terms and valuations upon which the Provider will purchase its Interests, and Provider shall have no rights thereto (including disclosure thereof).
Equity Terms. During the Executive’s Employment, at the discretion of the Committee, the Executive shall be entitled to participate in the Company’s equity compensation plans, as in effect from time to time, and the Executive shall be eligible to receive grants of Company equity (“Compensatory Equity”), as determined by the Committee, in its discretion from time to time. We will recommend to the Board or Committee that you be granted an option to purchase up to 195,000 shares of Common Stock of the Company (the “Option”) under our 2018 Equity Incentive Plan (the “Plan”) at the fair market value of the Company's Common Stock, as determined by the Board on the date the Board approves such grant. The shares subject to the Option will vest at the rate of 12/48th on the first annual anniversary of the vesting commencement date (which will be the Effective Date), and for an additional 1/48th per month thereafter, for so long as you remain employed by the Company through each vesting date. In addition, we will recommend to the Board or Committee that you be granted 455,000 performance-based restricted stock unit (the “PSUs”) under the Plan. The PSUs shall have a term of four years from the Grant Date, and shall commence to vest on the first trading day after the public announcement of the achievement of the milestones as follows: • 100% of the total Awards upon acceptance of the cytisinicline NDA by the U.S. Federal Drug Administration (“FDA”) in a Day-74 Letter (or equivalent); or • 100% of the total Awards upon either: (a) marketing approval of cytisinicline by the FDA; or (b) signing a definitive agreement for the acquisition of the Company occurring by December 31, 2026. Both the Option and the PSUs will be granted to Executive in January 2025, subject to Executive’s continued employment through the applicable grant date. Further details on the Plan and any specific option or other equity award granted to Executive will be provided to the Executive upon approval of such option or other equity award by the Board or Committee.
Equity Terms. If the Licensee makes any bonus issue, consolidation or subdivision of its shares, or reduces or cancels any of its share capital (or any similar reorganisation of capital) between the Start Date and the issue of shares to UniServices under clause 5.1(c), the Licensee must adjust the number of shares issued to UniServices under that clause to ensure the economic effect of the issued shares is the same.
Equity Terms. During the Executive’s Employment, at the discretion of the Committee, the Executive shall be entitled to participate in the Company’s equity compensation plans, as in effect from time to time, and the Executive shall be eligible to receive grants of Company equity (“Compensatory Equity”), as determined by the Committee, in its discretion from time to time. As an inducement to join the Company, we will recommend to the Board or Committee that you be granted an option to purchase up to 72,000 shares of Common Stock of the Company (the “Option”) under an equity inducement plan and form of option agreement to be adopted by the Company, at the fair market value of the Company’s Common Stock, as determined by the Committee on the date the Committee approves such grant. The shares subject to the Option will vest at the rate of 12/36th on the first annual anniversary of the vesting commencement date, and for an additional 1/36th per month thereafter, for so long as you remain employed by the Company through each vesting date. In addition, as a further inducement to join the Company, we will recommend to the Board or Committee that you be granted 168,000 performance-based restricted stock unit (the “PSUs”), with vesting similar to the PSUs granted to the other officers of the Company in calendar year 2024. Further details on the Option and PSUs grants to you will be provided upon approval of such grants by the Board or Committee.
Equity Terms. The Initial Equity (10%) will be issued to you and designated key team members promptly upon execution of definitive agreements and closing. · The equity will be structured to qualify for Qualified Small Business Stock (QSBS) tax benefits under Section 1202 of the Internal Revenue Code to the extent possible. · The Initial Equity and any additional equity (as contemplated in the overall deal structure) will be subject to: o Vesting tied to performance milestones. o Standard protections, including forfeiture upon termination for cause or failure to meet milestones, a 15% escrow holdback for 12 months, repurchase rights, and other customary provisions.