Share Awards. (i) As of the close of business on the Capitalization Date, an aggregate of 5,026,669 Parent Ordinary Shares were reserved for issuance pursuant to Parent Equity Awards not yet granted under the Parent Share Plans. As of the close of business on the Capitalization Date, 339,144 Parent Ordinary Shares were reserved for issuance pursuant to outstanding Parent Restricted Share Units, 87,702 Parent Ordinary Shares were reserved for issuance pursuant to outstanding Parent Performance Share Units (assuming target performance), and 553,746 Parent Ordinary Shares were reserved for issuance pursuant to outstanding Parent Share Options. Since the Capitalization Date and through the date hereof, no Parent Equity Awards have been granted and no additional Parent Ordinary Shares have become subject to issuance under the Parent Share Plans. All Parent Ordinary Shares subject to issuance under the Parent Share Plans upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, and non-assessable.
Share Awards. Neither the Company nor any of its subsidiaries has any awards (the “Share Awards”) granted pursuant to the stock-based compensation plans of the Company and its subsidiaries (the “Company Share Plans”).
Share Awards. With respect to the stock options, restricted stock units and performance share awards (the “Share Awards”) granted pursuant to the stock-based compensation plans of any of the Premier Entities (the “Company Stock Plans”), (i) each Share Award intended to qualify as an “incentive stock option” under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Internal Revenue Code of 1986, as amended (the “Code”), so qualifies, (ii) each grant of a Share Award was duly authorized no later than the date on which the grant of such Share Award was by its terms to be effective by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was made in accordance with the terms of the Company Stock Plans, the Exchange Act and all other applicable laws and regulatory rules or requirements, including the rules of the Nasdaq Global Select Market (the “Nasdaq Market”) and (iv) each such grant was properly accounted for in accordance with generally accepted accounting principles in the United States in the financial statements (including the related notes) of the Company and its consolidated subsidiaries and disclosed in the Company’s filings with the Commission in accordance with the Exchange Act and all other applicable laws and regulatory rules or requirements. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Share Awards prior to, or otherwise coordinating the grant of Share Awards with, the release or other public announcement of material information regarding the Company or any of its subsidiaries or their results of operations or prospects.
Share Awards. Employer shall grant to the Executive a total of 100,000 share units of Smart Move LLC when the authorized share units become available to the Employer. These shares would be subject to the Underwriters agreed upon lock up requirements.
Share Awards. With respect to the awards (the “Share Awards”) granted pursuant to the stock-based compensation plans of the Company and its subsidiaries (the “Company Stock Plans”), (i) each such grant was made in accordance with the terms of the stock-based compensation plans of the Company Stock Plans and applicable laws, regulatory rules and requirements, and (ii) each such grant was properly accounted for in accordance with IFRS in the Financial Statements of the Company.
Share Awards. Validus undertakes to the Employee Sellers to comply with the terms set out in Annex A of its offer letter dated 18 April 2007 in respect of the issue of US$15,000,000.00 of Validus Common Shares to Employees in accordance with the terms of that Annex A (subject to such amendments as may be agreed between Validus and the Employee Sellers) (the "SHARE AWARDS"). The allocations of Share Awards that have already been provided for in the term sheets referred to in Recital (D) shall form part of the US$15,000,000.00 of Validus Common Shares referred to above.
Share Awards. (i) each grant of options, restricted shares, restricted share units and any other equity awards granted under existing equity incentive plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus (collectively, the “Share Awards”) was duly authorized no later than the date on which the grant of such Share Award was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the Board of Directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (ii) each such grant was made in accordance with the terms of the share-based compensation plans of the Company (the “Company Share Plans”), the Exchange Act and all other applicable laws and regulatory rules or requirements, including the rules of the Nasdaq Global Market (the “Exchange”) and any other exchange on which Company securities are traded, and (iii) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company and disclosed in the Company’s filings with the Commission in accordance with the Exchange Act and all other applicable laws.
Share Awards. In the event of a Termination as set forth in Paragraph 5 above, the restrictions on any outstanding share awards (including nonqualified options, incentive share options, matching share options, purchased shares, restricted share units and performance units) granted to Executive under any incentive plan or arrangement shall lapse and such share awards shall become 100% vested, and all other awards granted to Executive shall become immediately exercisable and shall become 100% vested. The expiration date of Executive’s share options shall be the three-month anniversary of the date of the Termination as set forth in Paragraph 5 above. The provisions of this Paragraph 8 shall be controlling over any inconsistent provisions set forth in any share award agreement.
Share Awards. In lieu of a stock award previously granted on May 14, 2009, effective as of the date of this Separation Agreement, the Board of Directors of the Company has authorized and granted to Xxxx a stock award in the amount of 964,285 shares of the Company’s Class A Common Stock, par value $.001 per share (the “Xxxx Shares”), along with a similar grant and award of 964,285 shares of the Company’s Class A Common Stock, par value $.001 per share to Xxxxxx Xxxxx, (the “Klaus Shares”), each valued at $0.21 per share in lieu of fifty percent (50%) of an aggregate of $405,000 of past due consulting payments owed by the Company to Fabric Group, LLC (“Consultant”) pursuant to the terms of that certain Consulting Agreement between the Company and Consultant dated as of February 1, 2008, as amended as of March 9, 2009 (the “Consulting Agreement”). The Xxxx Shares are fully vested and owned by Xxxx as of the date of this Agreement and the Company shall deliver certificates representing the Shares to Xxxx upon execution of this Agreement or as soon thereafter as is reasonably practicable. Other than the restrictions contained in Section 4(c) and in the Lock Up agreement set forth below, the Xxxx Shares are not subject to any restriction on transfer. The Company has no rights whatsoever to repurchase or invalidate the Xxxx Shares.
Share Awards. With respect to the share awards granted pursuant to the employee performance incentive plans of the Company and its Controlled Entities, (i) each such grant was duly authorized by all necessary corporate action, including, as applicable, approval and/or ratification by the board of directors of the Company (the “Board of Directors”) (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, (ii) each such grant was made in accordance with the terms of the employee performance incentive plans and all applicable laws and regulatory rules or requirements, including the rules of the NASDAQ (as defined below) and the Listing Rules, and (iii) each such grant was properly accounted for in accordance with U.S. GAAP in the financial statements (including the related notes) of the Company and disclosed in the Company’s filings in accordance with the Exchange Act and all other applicable laws. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, stock awards prior to, or otherwise coordinating the grant of share awards with, the release or other public announcement of material information regarding the Company or its Controlled Entities or their results of operations or prospects.
