Parent Equity Sample Clauses
The Parent Equity clause defines the ownership interest or shares held by the parent company in a subsidiary or related entity. Typically, this clause outlines the percentage of equity, the rights associated with such ownership, and any restrictions or obligations tied to the parent’s stake. For example, it may specify voting rights, dividend entitlements, or limitations on transferring shares. The core function of this clause is to clearly establish the parent company’s financial and governance interests in the entity, thereby ensuring transparency and preventing disputes over ownership or control.
Parent Equity. The Parent will grant Executive the following equity awards (the “Equity Awards”):
Parent Equity. At the Closing of the Purchase Agreement, Parent and Buyer shall take all action necessary to provide that the equity of Parent held by Buyer or one of its Affiliates shall be redeemed or otherwise cancelled without the payment of any consideration by Parent.
Parent Equity. (i) As soon as practical following the Commencement Date, Employee shall be offered the opportunity to purchase a number of Class A Units (as defined in the LLC Agreement) for an aggregate purchase price of $500,000. Such purchase shall be subject to the execution of certain documentation delivered to Employee prior to the closing date of such purchase, including, without limitation, a joinder or similar agreement causing Employee to become subject to the terms and conditions of the LLC Agreement.
(ii) As soon as practical following the Commencement Date, Employee shall be granted 1,838 Profits Units (as defined in the LLC Agreement), one-half of which will be subject to time based vesting and one-half of which shall be subject to performance based vesting, and which shall be evidenced by, and subject to a Profit Unit Grant Agreement, substantially in the form attached hereto as Exhibit A.
Parent Equity. (i) At the Closing and in full satisfaction and settlement of all outstanding indebtedness of each holder of bridge debt of the Company set forth on Schedule 1.5(a) (the "Bridge Debtholders"), Parent shall issue to each Bridge Debtholder and each Bridge Debtholder shall accept that number of Units of Parent set forth opposite such Bridge Debtholders' name on Schedule 1.5(a) (as updated through the Closing Date). The Bridge Debtholders shall advance sufficient additional Bridge Debt (the "Additional Bridge Debt"), following execution of this Agreement, such that the Additional Bridge Debt, when combined with the Company's cash balances as of the Closing Date, will be sufficient to pay the aggregate amount of all fees, costs and expenses which were incurred in connection with the transactions contemplated by this Agreement and paid or payable by the Company to (1) the Company's legal and accounting advisors, and (2) the Bridge Debtholders' legal advisors; provided, however, that any fees incurred by or on behalf of the Company under clause (1) in excess of $100,000 and under clause (2) in excess of $15,000 shall be borne exclusively by the stockholders of the Company and/or the Bridge Debtholders, as the case may be, and such that the Company's representation and warranty in the last sentence of Section 2.11(d) is accurate. The Company's cash balances shall be exhausted before any such Additional Bridge Debt is advanced. The aggregate base value of the Units to be issued to the Bridge Debtholders under this Section 1.5(a)(i) shall be increased by that number of Units which is equal in value to any such
Parent Equity. (i) As soon as practical following the Commencement Date, Employee shall be required to purchase at least $300,000 worth of Class A Units (as defined in the LLC Agreement). Such purchase shall be subject to the execution of certain documentation delivered to Employee prior to the closing date of such purchase, including, without limitation, a joinder or similar agreement causing Employee to become subject to the terms and conditions of the LLC Agreement.
(ii) As soon as practical following the Commencement Date, Employee shall be granted 2,250 Profits Units (as defined in the LLC Agreement), one-half of which will be subject to time based vesting and one-half of which shall be subject to performance based vesting, and which shall be evidenced by, and subject to a Profit Unit Grant Agreement, substantially in the form attached hereto as Exhibit A (the “Grant Agreement”).
(iii) In addition to the Class A Units and Profits Units described above, on the Commencement Date, Employee shall be granted a phantom interest (the “Phantom Interest”), which shall represent the notional right in 1,300 Class A Units. The Phantom Interest shall initially be unvested, and shall vest on the earlier to occur of a Change in Control (as defined in the Grant Agreement) or an IPO (as defined in the LLC Agreement) (in either case, a “Liquidity Event”), subject to Employee’s continuous employment with the Company through the date of such applicable event. The Phantom Interest shall settle in cash or in Class A Units (or such other equity that the Class A Units may convert into), as may be determined by the Board at the time of settlement, as soon as practical following a Liquidity Event, but in no event later than the date that is 21/2 months following the last day of the fiscal year in which the Liquidity Event occurred; provided, however, that settlement of the Phantom Interest in Class A Units (or such other equity that the Class A Units may convert into) shall be limited such that the Permitted Percentage (as defined in the LLC Agreement) shall not be exceeded.
Parent Equity. On, or within (30) days following commencement date, the Company shall grant the Executive equity in the Company’s parent company, Harmony Biosciences Holdings, Inc. (“Parent”) in the form of (a) 60,000 Restricted Stock Units (RSUs) (the “Initial RSU Award”), and (b) 230,000 stock options for Parent common stock with an exercise price equal to the fair market value of a share of Parent’s common stock on the grant date (the Initial Option Award”), with both (a) and (b) subject to the terms of the Harmony Biosciences Holdings, Inc. 2020 Incentive Award Plan (the “Plan”); provided, however, (i) fifty percent (50%) of the Initial RSU Award shall vest on the second anniversary of the Commencement Date and twenty-five percent (25%) of the Initial RSU Award shall vest on each of the two following anniversaries of the Commencement Date; and (ii) fifty percent (50%) of the Initial Option Award shall vest on the second anniversary of the Commencement Date and the remaining Options shall vest in substantially equal monthly installments on each subsequent monthly anniversary of the Commencement Date.
Parent Equity. (a) As of the Closing, by virtue of the transactions contemplated by this Agreement, each outstanding restricted stock unit award in respect of common stock of Parent granted to a Transferred Business Employee under the Ecovyst, Inc. 2017 Omnibus Incentive Plan, as amended (the “Parent Incentive Plan”), that is subject solely to service-based vesting requirements and not performance-based vesting requirements and that is scheduled to vest on or before April 30, 2026 in accordance with its terms shall remain outstanding and eligible to vest (without proration) in accordance with the terms and conditions of the Parent Incentive Plan and the applicable award agreement (other than any requirement for continued employment with Parent or an Affiliate thereof), subject to such Transferred Business Employee’s continued employment or service with Purchaser or an Affiliate thereof (including a Transferred Entity) through the applicable vesting date. Purchaser shall (i) promptly notify Parent of a termination of such Transferred Business Employee’s employment or service with Purchaser or an Affiliate thereof and (ii) confirm each Transferred Business Employee’s employment or service status three (3) Business Days prior to each vesting date applicable to such Transferred Business Employee.
(b) As of the Closing, by virtue of the transactions contemplated by this Agreement, each outstanding restricted stock unit award in respect of common stock of Parent granted to a Transferred Business Employee in 2023 under the Parent Incentive Plan that is subject to performance-vesting conditions shall remain outstanding and eligible to vest (without proration (“the Proration Waiver”)) in accordance with the terms and conditions of the Parent Incentive Plan and the applicable award agreement (other than any requirement for continued employment with Parent or an Affiliate thereof with respect to the Proration Waiver), including the applicable performance-vesting conditions and, solely with respect to the Proration Waiver, subject to such Transferred Business Employee’s continued employment or service with Parent or an Affiliate thereof (including a Transferred Entity) through the Closing Date (or, if earlier, the generally applicable vesting date).
(c) On or as soon as administratively feasible following the Closing, Purchaser shall either, in its discretion, grant a replacement equity award or the right to receive an amount in cash, without interest thereon and subject to applicab...
Parent Equity. Pursuant to the Prior Employment Agreement, and subject to the Executive’s stock option agreement approved by the Board (the “Stock Option Agreement”), the Executive was granted a nonqualified stock option (the “Stock Option”) under that certain Equity Incentive Plan of the Parent (the “Plan”) to purchase shares of common stock of the Parent at a per share exercise price equal to or greater than the fair market value per share of common stock of the Parent as of the date of grant, as determined by the Board (in accordance with Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”)). The Stock Option shall continue to time vest as to 20% of the shares of common stock subject to the Stock Option on each of the first five anniversaries of the grant date, provided that the Executive remains employed by the Company through each such anniversary date, shall become fully vested as provided for in the Plan upon the consummation of a Change in Control (as defined in the Plan) (provided that the Executive remains employed by the Company through the date of consummation of such Change in Control) and shall otherwise be subject to the terms of the Stock Option Agreement described above and the Plan (which Plan shall have a ten year term, unless the Board terminates the Plan early as permitted in the Plan, in which case the Stock Option, if still outstanding as of such termination, shall expressly survive such termination and remain outstanding in accordance with the terms of the Plan, the Stock Option Agreement and this Agreement thereafter), including, but not limited to, the termination, forfeiture, repurchase and change of control provisions contained therein.
Parent Equity. Cause Parent after the Closing Date, but not later than December 31, 2018, to receive at least Fifty Million Dollars ($50,000,000) from the sale or issuance of its equity.