0000914208-19-000227 Sample Contracts

INVESCO LTD. 2016 GLOBAL EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT - PERFORMANCE VESTING - CANADA
Equity Incentive Plan • April 25th, 2019 • Invesco Ltd. • Investment advice

This Award shall be effective as of the Grant Date set forth above. By accepting this Award Agreement, you acknowledge that you have received a copy of the Plan’s prospectus, that you have read and understood the following Terms and Conditions, which are incorporated herein by reference, and that you agree to the following Terms and Conditions and the terms of the Plan, the Remuneration Policy and this Award Agreement. If you fail to accept this Award Agreement within sixty (60) days after the Grant Date set forth above, the Company may determine that this Award has been forfeited.

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INVESCO LTD. 2016 GLOBAL EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT - PERFORMANCE VESTING
Equity Incentive Plan • April 25th, 2019 • Invesco Ltd. • Investment advice

This Award shall be effective as of the Grant Date set forth above. By accepting this Award Agreement, you acknowledge that you have received a copy of the Plan’s prospectus, that you have read and understood the following Terms and Conditions, which are incorporated herein by reference, and that you agree to the following Terms and Conditions and the terms of the Plan, the Remuneration Policy and this Award Agreement. If you fail to accept this Award Agreement within sixty (60) days after the Grant Date set forth above, the Company may determine that this Award has been forfeited.

FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER
The Agreement and Plan of Merger • April 25th, 2019 • Invesco Ltd. • Investment advice

This First Amendment (this “Amendment”) is made and entered into as of April 11, 2019, by and among Invesco Ltd., a Bermuda exempted company (“Buyer”), Gem Acquisition Corp., a Delaware corporation (“Merger Sub”), Gem Acquisition Two Corp., a Delaware corporation (“Merger Sub 2”), MM Asset Management Holding LLC, a Delaware limited liability company (“Parent”), and Oppenheimer Acquisition Corp., a Delaware corporation (the “Company,” and together with Buyer, Merger Sub, Merger Sub 2 and Parent, the “Parties,” and each a “Party”), and amends the Agreement and Plan of Merger, dated as of October 17, 2018 (the “Agreement”), by and among the Parties. Capitalized terms not otherwise defined in this Amendment shall have the respective meanings set forth in the Agreement.

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