Issuance of Shares Subject to Prsus Sample Clauses

Issuance of Shares Subject to Prsus. 9 The “Grant Date,” as defined in the Employment Agreement. 10 Number to be determined in accordance with Section 4(b)(iii) of the Employment Agreement.
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Issuance of Shares Subject to Prsus. 9 Number to be determined in accordance with Section 4(b)(iii) of the Employment Agreement.
Sample 1
Issuance of Shares Subject to Prsus. (a) All or a portion of the PRSUs shall vest based on the Company’s achievement of the cumulative free cash flow amount as set forth in the budgets (the “Performance Metric Target”) approved by the Company’s Board of Directors (the “Board”) for the years ending December 31, 2017 and December 31, 2018 (together, the “Performance Period”). The annual free cash flow component for each of 2017 and 2018 of the Performance Metric Target shall be set at the time such applicable budget is approved by the Board. Free cash flow shall be derived from cash flow provided by operating activities, net of additions to property and equipment, restricted and other investment activity and the return of capital from investment in unconsolidated entities, as reported by the Company in its annual reports with the Securities and Exchange Commission. In the event the Company ceases to file reports with the Securities and Exchange Commission, then the methodology for calculating free cash flow shall be consistent with the methodology utilized by the Company immediately prior to the cessation of reporting. The Compensation Committee of the Board shall adjust or modify the calculation of the Performance Metric Target for the Performance Period in the event of, or in anticipation of, any unusual, nonrecurring or extraordinary corporate item, transaction, event or development affecting the Company including without limitation mergers, acquisitions and legal settlements; or in recognition of, or in anticipation of, any other unusual, nonrecurring or nonrecurring events affecting the Company, including without limitation the financial or operating performance, or the financial statements, of the Company, or in response to, or in anticipation of, changes in applicable laws, regulations, accounting principles, or business conditions. Further, the Compensation Committee of the Board shall adjust and/or modify the calculation of free cash flow and/or the Performance Metric Target for the Performance Period in accordance with Sections 4(b) and 12(c) of the Plan, as applicable.
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Issuance of Shares Subject to Prsus 
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Related to Issuance of Shares Subject to Prsus

  • Adjustment Upon Issuance of Shares of Common Stock If and whenever on or after the date hereof, the Company issues or sells, or in accordance with this Section 3 is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any Exempt Issuance issued or sold or deemed to have been issued or sold) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to the New Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and consideration per share under this Section 3(e)), the following shall be applicable:

  • Issuance of Shares The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.

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