ESOP Increase definition

ESOP Increase means an increase to the size of ESOP, such increase representing 10% of the total share capital of the Company on a fully diluted basis as of immediately after the Closing (as adjusted in connection with share splits or share consolidation, reclassification or other similar event) and/or options or warrants therefor issued and after such increase, the aggregate size of ESOP shall not exceed 11,391,131 Ordinary Shares on an as converted, fully diluted and as-exercised basis (as adjusted in connection with share splits or share consolidation, reclassification or other similar event).
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ESOP Increase has the meaning set forth in Section 13.22.
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ESOP Increase shall have the meaning set forth in Section 4.11.
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Examples of ESOP Increase in a sentence

  • In the event the ESOP Increase has not been authorized and approved by the Board of Directors prior to or at the Closing, the Investor shall procure its director (who shall be appointed to the Board of Directors at the Closing pursuant to Section 10.1(i)(g) of the Restated Shareholders Agreement) to vote in favor of the ESOP Increase and the Investor shall vote in favor of the ESOP Increase.

  • The Parties (except for CMC Lullaby Holdings Limited, Wu Capital Limited and Cherubic Ventures SSG Ltd.) hereby grant their consents and approvals, and waive their rights, as may be required by or set forth in the Prior Shareholders Agreement, including Sections 7 and 10 thereof, in connection with (i) the execution of, and the completion of the transactions contemplated by, the Purchase Agreement and the other Transaction Documents, and (ii) the ESOP Increase.

  • The ESOP Increase shall have been duly authorized and approved by the Board of Directors.

  • For the purposes of this Agreement, "Fully-Diluted Basis" shall mean all of the issued and outstanding share capital of the Company, on an as-converted and fully-diluted basis, and assuming the exercise of all outstanding options and warrants (including the ESOP Increase, but not including the Warrants).

  • The Company shall reserve additional amount of Ordinary Shares required for the ESOP Increase for issuance under the ESOP as contemplated by section 4.11 of the Series B Purchase Agreement.

  • Each Party shall use commercially reasonable efforts to cooperate with such ESOP Increase (including but not limited to voting for such ESOP Increase in shareholder/board resolutions and signing relevant documents).

  • Prior to the Closing, the Company shall increase (the "ESOP Increase") the number of shares of the Company, par value NIS 1.00 each, reserved and freely available for grant and issuance under its Employee Share Option Plan of 2014 (the "ESOP Shares" and the "ESOP" or "Plan", respectively) so that it equals 7.5% of the Company's share capital immediately post-Closing on a Fully-Diluted Basis.

  • Exhibit B attached hereto sets forth the Company's capitalization on a pre- and (in separate sheets which assume and reflect, respectively, a Company pre-money valuation in the transactions contemplated hereby, equal to the Base Valuation and the Trigger Valuation) post-Closing, fully-diluted basis, including the ESOP Increase (the "Capitalization Table").

Related to ESOP Increase

  • Incremental Revolving Increase has the meaning set forth in Section 2.16(a).

  • CPI Increase means the percentage increase in CPI over the preceding Lease Year as calculated by the fraction whose numerator is (a) the most current CPI available on the date of calculation minus (b) the most current CPI available on the first day of the immediately preceding Lease Year in question (the “Base CPI”), and whose denominator is the Base CPI, but in no event shall the “CPI Increase” be less than zero.

  • Merit Increase means an increase in the rate of pay of an employee within the employee’s pay range which may be granted in recognition of satisfactory service on the employee’s anniversary date.

  • Term Loan Increase has the meaning set forth in Section 2.14(a).

  • Commitment Increase has the meaning specified in Section 2.18(a).