Company UAR definition
Examples of Company UAR in a sentence
The Company has made available to Pace in the Virtual Data Room accurate and complete copies of the Company UAR Plan pursuant to which the Company has granted the Company UARs that are currently outstanding and the form of all award agreements evidencing such Company UARs. No Company UAR was granted with an exercise or base price per share less than the fair market value of the underlying Company Common Units as of the date such Company UAR was granted.
There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company UAR or as a result of the Transactions.
The Company has made available to Pace in the Virtual Data Room accurate and complete copies of each Company Plan pursuant to which the Company has granted the Company UARs that are currently outstanding and the form of all award agreements evidencing such Company UARs. No Company UAR was granted with an exercise or base price per share less than the fair market value of the underlying Company Common Units as of the date such Company UAR was granted.
The Company represents and warrants that the Allocation Schedule (and the calculations and determinations set forth therein) complies in all respects with the Company Organizational Documents and the Company UAR Plan and the TK Newco Equity Plan, and, as applicable, Section 409A of the Code.
In the event that (1) the Base Value of any Company UAR is equal to or greater than the Per Unit Closing Consideration or (2) any Company UAR is, as provided in the UAR Plan, unvested as of the Final Effective Time, such Company UAR shall automatically be terminated and cancelled, without any consideration being payable in respect thereof, and have no further force or effect.
For purposes of the preceding sentence, Company UAR Awards that, as of the applicable date of determination, are time-vested but with respect to which the Liquidity Event UAR Condition has not been met shall not be treated as unvested Equity Interests.
No Company Option or Company UAR was granted, as applicable, with an exercise price or strike price per share that was less than the fair market value of a Company Common Unit on the grant date as determined in accordance with Section 409A of the Code.
Prior to the Effective Time, each Company UAR that is then outstanding with a strike price that is equal to or greater than the Per Unit Transaction Consideration shall be cancelled without consideration therefor.
Except as expressly provided herein, there are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company UAR as a result of the Transactions.
The Company represents and warrants that the Allocation Schedule (and the calculations and determinations set forth therein) complies in all respects with the Company Organizational Documents and the Company UAR Plan.