Separate Grants Sample Clauses

Separate Grants. 56 SECTION 11.22 Entire Agreement.........................................................................56 EXHIBITS -------- Exhibit A-1 Form of Class A Note Exhibit A-2 Form of Class B Note Exhibit B Form of Transferor Representation Letter Exhibit C Form of Transferee Representation Letter (Qualified Institutional Buyers) Exhibit D Form of Transferee Representation Letter (Institutional Accredited Investors) Exhibit E Form of Collateral Release Letter AMENDED AND RESTATED INDENTURE dated as of January 12, 2007 ("INDENTURE"), by and between PAGE THREE FUNDING LLC, a Delaware limited liability company (the "ISSUER") and XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the "TRUSTEE"). Each party agrees as follows for the benefit of the other parties and for the benefit of the Note Purchasers and each Holder of the Issuer's Variable Funding Notes, Class A (the "CLASS A NOTES") and each Holder of the Issuer's Variable Funding Notes, Class B (the "CLASS B NOTES" and, together with the Class A Notes, the "NOTES"): To secure the payment of principal of and interest on, and any other amounts owing in respect of the Notes, the other Secured Obligations and any and all other amounts due and payable to the Note Purchasers and the Noteholders under the Basic Documents, and to secure compliance with this Indenture, the Issuer has agreed to pledge the Collateral (as defined below) as collateral to the Trustee for the benefit of the Noteholders and the Note Purchasers. In addition, to secure the payment of principal of and interest on, and any other amounts owing in respect of the Class B Notes, the UBS Secured Obligations and any and all other amounts due and payable to the Class B Note Purchasers and the Class B Noteholders under the Basic Documents, and to secure compliance with this Indenture, the Issuer has agreed to pledge the Pledged Subordinate Securities as collateral to the Trustee for the benefit of the Class B Noteholders and the Class B Note Purchasers. Furthermore, to secure the payment of principal of and interest on, and any other amounts owing in respect of the Class B notes issued pursuant to the UBS Indenture and any and all other amounts due and payable to the Class B note purchasers and the Class B noteholders under the UBS Basic Documents, and to secure compliance with the UBS Indenture, the Issuer has agreed to pledge the Bear Cross Collateral, on a subordinated basis and subject to the Intercreditor Agreement,...
Sample 1
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Separate Grants of Security and Separate Classification 30 Section 6.6 ............................................................................................................................... Enforceability 31 Section 6.7 ................................................................................................... ABL Obligations Unconditional 31 Section 6.8 ................................................................................. First Lien Notes Obligations Unconditional 31 Section 6.9 ......................................................................................................................Adequate Protection 32
Sample 1
Separate Grants. For purposes of vesting and the right to defer provided for in this Agreement, the portion of the Stock Units that vest on each separate vesting date pursuant to Section 2 shall be treated as a separate grant (a “Separate Grant”), and the Grantee may make a separate deferral election with respect to each Separate Grant.
Sample 1
Separate Grants. Each of the parties hereto irrevocably acknowledges and agrees that (a) the claims and interests of Agent, Revolving Loan Lenders and the Bank Product Provider and of Term Loan Agent and Term Loan Lenders are not “substantially similar” within the meaning of Section 1122 of the United States Bankruptcy Code, or any comparable provision of any other bankruptcy or insolvency Law, (b) the grants of the security interest and liens to secure the Obligations in respect of the Revolving Loans and Letter of Credit Obligations and the grants of the security interests and liens to secure the Obligations in respect of the Term Loans constitute two separate and distinct grants of security interests and liens, (c) the rights of Agent, Revolving Loan Lenders and Bank Product Providers in the Collateral are fundamentally different from the rights of Term Loan Agent and Term Loan Lenders in the Collateral and (d) as a result of the foregoing, among other things, the Obligations in respect of the Revolving Loans and Letter of Credit Obligations and Obligations in respect of the Term Loans must be separately classified in any plan of reorganization proposed or adopted in any bankruptcy or insolvency proceeding.
Sample 1

Related to Separate Grants

  • Equity Grants The Employee shall be granted as soon as practicable on or after the Effective Date, a stock option to purchase 734,900 shares of the Company’s common stock (the “Option”) (which option shall be issued as an incentive stock option to the maximum extent allowed under Section 422 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Code”)) pursuant to the Company’s 2011 Employee, Director and Consultant Equity Incentive Plan (the “Plan”). The Option shall be granted with an exercise price equal to the fair market value of the Company’s common stock on the date of grant. Twenty-Five percent (25%) of the Option shall be vested one year from the Effective Date and the remaining portion of such Option shall vest in equal monthly installments over a thirty-six (36) month period commencing on the first day of the month one year following the Effective Date, subject to continued employment by the Company. Notwithstanding the foregoing, in connection with a Change of Control (as defined in the Plan) or if a termination of the Employee occurs within two (2) months prior thereto, then the vesting of all equity then owned by the Employee shall accelerate with respect to one hundred percent (100%) of the unvested shares. In lieu of the Option at the request of the Employee, the Company shall issue restricted common stock. Restricted common stock will be issued at par value. If the equity to be issued is restricted common stock and not stock options, the number of shares of restricted common stock to be issued shall be calculated by determining the black scholes value of the grant as if it had been issued solely as stock options and dividing such number by the then current fair market value of the Company’s common stock so as to provide no additional benefit to the Employee for the non-payment of the exercise price. The Employee acknowledges and agrees that effective as of the date of the grant of the equity as set forth in the preceding paragraph, option agreement No. SP-0040 granted by the Company to the Employee as of April 30, 2011 shall be terminated and of no further force and effect. The Company acknowledges that any other options previously granted to the Employee that vest based upon the Employee providing consulting services to the Company shall continue to vest upon its terms as long as the Employee is providing services as a director, consultant or employee of the Company and that the definition of “cause” applicable to all such option agreements shall be the definition set forth herein and not as set forth in the 2008 Stock Incentive Plan.

  • Stock Grants You may receive stock awards under an equity incentive compensation plan of Tyson then in effect (if any), on terms and in amounts consistent with those provided to other employees in your Band, subject to the discretion of the senior management of Tyson.

  • Stock Option Grants Executive will receive an annual grant of stock options during the term of this Agreement in a manner and under terms that are consistent with grants made to other executives of the Company.

  • Payment of Awards The payment of the Award shall be made in shares of Common Stock. The payment of an Award shall be made within 70 days following the end of the Restricted Period.

  • Additional Options The NYS Contract Price for Additional Options offered under the Contract in accordance with Section III.2.7 Additional Options, shall be the Additional Options NYS Discount listed on the Contract Pricelist, or higher, applied to the MSRP on the current OEM Data Book or Contractor-Published Pricelist, as applicable. See Section III.1.2

  • Use of Grant Funds Grantee shall use the Grant Funds only for Eligible Expenses as set forth in Appendix A and for no other purpose. Grantee shall expend the Grant Funds in accordance with the Budget and shall obtain the prior approval of City before transferring expenditures from one line item to another within the Budget.

  • Restricted Stock Units Subject to the terms and conditions provided in this Agreement and the Plan, the Company hereby grants to the Grantee restricted stock units (the “Restricted Stock Units”) as of the Grant Date. Each Restricted Stock Unit represents the right to receive a Share of Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder of the Company, no dividend rights and no voting rights with respect to the Restricted Stock Units or the Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered to the Grantee in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this Agreement, (ii) the Restricted Stock Units are subject to forfeiture in the event the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock delivered in settlement of the Restricted Stock Units will be subject to the Company’s policies regulating trading by Employees and Consultants, including any applicable “blackout” or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to any recoupment or “clawback” policy of the Company, regardless of whether such recoupment or “clawback” policy is applied with prospective or retroactive effect, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 of this Agreement. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreement.

  • Equity Awards “Equity Awards” will mean Executive’s outstanding stock options, stock appreciation rights, restricted stock units, performance shares, performance stock units and any other Company equity compensation awards.

  • Settlement of Restricted Stock Units 6.1 Subject to Section 9 hereof, promptly following the vesting date, and in any event no later than March 15 of the calendar year following the calendar year in which such vesting occurs, the Company shall (a) issue and deliver to the Grantee the number of shares of Common Stock equal to the number of Vested Units; and (b) enter the Grantee’s name on the books of the Company as the shareholder of record with respect to the shares of Common Stock delivered to the Grantee.

  • Vesting Provisions The Options shall become exercisable in five equal installments on each of the first five anniversaries of the Grant Date, subject to the Employee’s continuous employment with Holding or any Subsidiary from the Grant Date to such anniversary.

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