MIP Awards definition
Examples of MIP Awards in a sentence
Any such distributions in kind shall be made only if, in the reasonable and good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Members, and shall be subject to such conditions relating to the disposition and management of such assets as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such assets at such time.
New Warrants New 5-year warrants exercisable to purchase an aggregate number of shares of New Common Stock equal to (after giving effect to the full exercise of such warrants and the Equity Rights Offering, but subject to dilution by any New Common Stock issued in connection with any MIP Awards) 11.75% of the New Common Stock, which will be issued by Reorganized Holdings on the Effective Date pursuant to the New Warrant Agreement, with a strike price set at an enterprise value of $4 billion.
BrandCo Equity Distribution 50% of (i) the New Common Stock, subject to dilution by any New Common Stock issued in connection with the Equity Rights Offering (including, for the avoidance of doubt, pursuant to the Backstop Commitment Agreement) or any MIP Awards or upon the exercise of the New Warrants and (ii) the Equity Subscription Rights.
In the event any Participant ceases to be an employee of the Company and its subsidiaries for any reason other than Retirement, death, Disability or Involuntary Termination without Cause (as defined in the Company’s Senior Executive Severance Plan) prior to the date payment is made of the MIP Awards, he/she will not be eligible to receive any payment under a MIP Award for the applicable Performance Period.
A Participants whose employment terminates due to Retirement, Disability or involuntary termination without Cause prior to the date payment is made of the MIP Awards will be eligible to receive a prorated portion (based on the number of weeks during the Performance Period when the Participant was employed in a MIP eligible position).
OpCo Term Loan Equity Distribution 50% of (i) the New Common Stock, subject to dilution by any New Common Stock issued in connection with the Equity Rights Offering (including, for the avoidance of doubt, pursuant to the Backstop Commitment Agreement) or any MIP Awards, but not subject to dilution by any New Common Stock issued upon the exercise of the New Warrants and (ii) the Equity Subscription Rights.
The beneficiary or estate of a Participant whose employment terminates due to death prior to the date payment is made of the MIP Awards will be eligible to receive a prorated portion (based on the number of weeks during the Performance Period when the Participant was employed in a MIP eligible position).
Not later than the Closing, Parent shall cause an effective registration statement on Form S-8 to register the shares of Parent Common Stock subject to the Parent RSU Awards and the MIP Awards, and Parent shall use reasonable best efforts to maintain the effectiveness of such registration statement for so long as any such awards remain outstanding.
Payment of an amount equal to (I) two times the Executive’s Base Salary (at the rate then in effect) plus (II) the average of the Executive’s MIP Awards for the previous two fiscal years (or, if the termination of employment occurs during the first two fiscal years in which the Executive is employed by Adtalem, the MIP Target).
Parent shall ensure that all shares of Parent Common Stock issued upon settlement of the Parent RSU Awards or the MIP Awards are duly authorized, validly issued, fully paid and nonassessable.