Target Units. All of the Target Units have been duly authorized and are validly issued and outstanding, fully-paid and non-assessable and (x) from the date hereof until as of immediately prior to the Target Unit Contribution are owned by FPH and (y) as of immediately after the Target Unit Contribution, will be owned by the Seller, in each case, free and clear of any Liens, except for Permitted Encumbrances, Liens arising pursuant to the Senior Credit Facility and the Security Agreement, restrictions on transfer under applicable securities laws and other Liens set forth on Section 4B of the Seller Disclosure Letter. The Target Units represent all of the issued and outstanding equity interests of the Company. Other than this Agreement and the Target Unit Contribution, there are no rights, subscriptions, warrants, or options to purchase or otherwise acquire any equity interests of the Company or securities or obligations of any kind convertible into or exchangeable for any equity interests of the Company.
Target Units. Each Selling Member shall deliver to the Company an Assignment of Membership Unit Agreement, in form and substance satisfactory to the Company, for purposes of assigning and transferring all of their right, title and interest in and to the Target Units. From time to time after the Closing Date, and without further consideration, the Selling Members will execute and deliver such other instruments of transfer and take such other actions as the Company may reasonably request in order to facilitate the transfer to the Company of the securities intended to be transferred hereunder.
Target Units. Each Participant shall be awarded a specified number of Units, which shall be determined by the Committee, in its sole discretion, and set forth in the Participant’s Award Agreement. The total number of Units awarded to the Participant shall be such Participant’s Target Unit. The Target Unit shall represent the maximum number of Common Shares that the Participant will receive if the FFO Target is met at the end of the Performance Period. Except for adjustments described above in Section 4.2, a Participant’s Target Unit may not be decreased during a Performance Period; however, at any time during the Performance Period, the Committee may determine to increase the number of Units subject to the Participant’s Target Unit.
Target Units. The portion of the Participant’s Target Unit that has not been redeemed will be forfeited. If the termination occurs prior to the applicable Redemption Date, no Units shall be redeemed for the Participant.
Target Units. The Participant shall continue as an active Participant in the Plan and the Participant’s Target Units shall be redeemed in accordance with the terms of the Plan as if the Participant continued in employment with the Employer for the remainder of the Performance Period, except that any Restricted Common Shares received as a result of a Redemption Event shall be fully vested on the Redemption Date. No transfer restrictions shall apply to any Restricted Common Shares received pursuant to this Section 9.2.1.
Target Units. The Participant shall continue as an active Participant in the Plan, but the Participant’s Target Units shall not be redeemed until the Final Measurement Date and shall be redeemed only as provided in this Section 9.3.1. On the Final Measurement Date the Committee shall determine the Final FFO and the portion of the Participant’s Target Units that will be redeemed, which shall be determined in accordance with Section 7.1; provided, however, that for purposes of this Section 9.3.1, (i) the determination shall be made as if there has been no FFO Increase for any prior Interim Measurement Date, and (ii) the portion of the Participant’s Target Units that shall be redeemed on the Final Measurement Date shall be determined by subtracting (A) the number of Units the Participant had redeemed prior to his termination of employment, from (B) a pro rated number of Units, which shall be determined by multiplying the total number of Units subject to the Participant’s Target Units that are redeemable as of the Final Measurement Date based on the Final FFO, by a fraction, the numerator of which is the total number of months that the Participant was employed by the Employer during the Performance Period (which for this purpose includes the month in which the Participant’s employment was terminated) and the denominator of which is the number of months in the Performance Period. If the number of Units in (A) of the immediately preceding sentence is greater than the number of Units in (B), no additional Units will be redeemed for the Participant. Redemption of Units in accordance with this Section 9.3.1 shall be redeemed in accordance with Section 8.1 of the Plan.
Target Units. Any portion of the Participant’s Target Unit that has not been redeemed as of the Change in Control shall be redeemed as Common Shares, with each Unit representing one Common Share; provided, however, that any Participant who had a termination of employment covered by Section 9.2 or 9.3 shall receive a redemption of his Target Unit in accordance with Section 9.2 or 9.3, as applicable, determined as if the Target FFO was met as of the date of the Change in Control and the Performance Period ended on the date of the Change in Control. Notwithstanding the immediately preceding sentence, if the Target Units are deemed as deferred compensation subject to the requirements of section 409A of the Code, a redemption on a Change in Control will only occur if such Change in Control event meets the requirements of section 409A(2)(A)(v) of the Code and the corresponding regulations, and, if the Change in Control is not a covered event, a Change in Control will not be deemed to have occurred for purposes of this Section 9.4.1.
Target Units. On the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined in Section 7.1 hereof) and upon the basis of the representations, warranties, covenants and agreements contained herein, MNST shall sell, convey, transfer and deliver to Buyer free and clear of all Liens, and Buyer shall purchase from MNST, the Target Units free and clear of all Liens in consideration for the payment to MNST of EIGHTY MILLION UNITED STATES DOLLARS ($80,000,000) (the “Purchase Price”), less the OMS Amount, less the Escrow Amount, less the Initial Adjustment, less the Closing Adjustment (the “Payment Amount”). The Payment Amount shall be subject to adjustment following the Closing Date as set forth in Sections 1.2 and 1.3 below, and shall be paid as follows: (i) a subordinated promissory note (the “Seller Note”) in the initial principal amount of $7,000,000 made by Buyer in favor of MNST substantially in the form of Exhibit C attached hereto and (ii) a secured demand promissory note made by Buyer in favor of MNST substantially in the form of Exhibit H attached hereto (the “One Minute Note”) in the aggregate principal amount of the remainder of the Payment Amount. It is understood and agreed that contemporaneously with MNST’s receipt of the One Minute Note, MNST has demanded payment thereunder such that Buyer shall remit on the Closing Date payment in cash to MNST in an amount equal to the principal amount of the One Minute Note.
Target Units. Each Participant shall, as part of his Award, be awarded a specified number of Units, which shall be determined by the Committee, in its sole discretion, and set forth in the Participant’s Award Agreement. The total number of Units awarded to the Participant shall be such Participant’s Target Unit, a percentage (to be determined by the Committee) of which will be subject to measurement against one performance measure (or set of performance measures) (the “Performance Period Units”), and the remainder of which will be subject to measurement against a different performance measure (or set of performance measures) (the “Award Period Units”). The Target Units shall represent the maximum number of Common Shares that the Participant will receive at the end of the Award Period if the Performance Period and Award Period are met at the end of the Performance Period and Award Period, respectively. A Participant’s Target Units shall be as set forth in the Participant’s Award Agreement, subject to decrease or forfeiture in accordance with the terms of the Plan and as the Committee may, in its sole discretion, decide.
