Bear Equity definition
Examples of Bear Equity in a sentence
Each and every permitted transferee or assignee of Executive Preferred Units from Bear Equity shall be bound by and subject to all the terms and conditions of this Agreement and the LLC Agreement on the same basis Bear Equity is bound.
These restrictions on the Units that are set forth in this Agreement shall terminate upon the Company’s Qualified Public Offering (it being understood that the termination of restrictions on the Executive Preferred Units shall not result in the forfeiture of any Executive Preferred Units either vested or unvested then held by Executive and/or Bear Equity at the time of the Company’s Qualified Public Offering).
Bear Equity shall hold such Executive Preferred Units subject to this Agreement and to the LLC Agreement.
Bear Equity shall vest into 8.3333% of the total Executive Preferred Units every quarter (i.e. every three calendar months) that has elapsed after the Vesting Start Date such that at the end of three (3) years after the Vesting Start Date Bear Equity shall be fully vested in said Units, subject to the below terms and Section 3.2 hereof.
The rights and obligations of the Company and the rights and obligations of the Executive and/or Bear Equity under this Agreement may be waived (either generally or in a particular instance, either retroactively or prospectively, and either for a specified period of time or indefinitely) or amended only with the written consent of the Executive, Bear Equity and the Company, as approved by the Board.
If the Executive elects, in accordance with Section 83(b) of the Code, to recognize ordinary income in the year of acquisition of the Executive Preferred Units, the Company may require at the time of such election an additional payment for withholding tax purposes based on the difference, if any, between the purchase price for such Executive Preferred Units and the fair market value of such Executive Preferred Units as of the date of the acquisition of such Executive Preferred Units by Bear Equity.
However, if the Board determines that the Sale of the Company also constitutes a Management Control Acquisition, then Bear Equity will continue to vest in the Executive Preferred Units quarterly in accordance with Section 3.1 above and there will not be an acceleration of vesting under such circumstances.
Prior to the Term, CII granted to Executive and, on behalf of the Executive, to Bear Equity, LLC (“Bear Equity”) and Bear Investments, LLLP (“Bear Investments” and collectively with the Executive and Bear Equity, the “Founder Investors”), a number of Common Units and Preferred Units of CII as described on Schedule A hereto on the issuance dates set forth on Schedule A.
These grants were made pursuant to (i) that certain Vesting Agreement between CII and the Executive dated December 31, 2007, as amended from time to time, (ii) that certain Vesting Agreement between CII, the Executive and Bear Equity dated December 29, 2010, and (iii) that certain Vesting Agreement between CII, the Executive and Bear Equity dated January 5, 2011 (collectively, the “Vesting Agreements”).
In consideration of the services to be performed by Executive for the Company or any of its Subsidiaries, the Company hereby issues to Bear Equity, and Bear Equity hereby accepts from the Company and on behalf of Executive, the three hundred and ninety thousand (390,000) Executive Preferred Units upon the terms and conditions set forth in this Agreement.