Newco Equity definition
Examples of Newco Equity in a sentence
Newco shall be responsible for all Liabilities associated with awards made under the Newco Equity Plan.
Vornado and Newco shall take all actions as may be necessary or advisable to adopt and obtain approval of the Newco Equity Plan (and the awards in respect of Newco Common Shares thereunder) in order to satisfy the requirement of Rule 16b-3 under the Exchange Act, and the applicable rules and regulations of any applicable exchange on which Newco Common Shares will be traded.
The Parties hereby acknowledge and agree that nothing in this Article V shall be construed to require (a) Vornado or any of its Affiliates to continue the Vornado Equity Plan before or after the Effective Time, or (b) Newco or any of its Affiliates to continue the Newco Equity Plan before or after the Effective Time.
Each of Vornado and Newco reserves the right, in its sole discretion, to amend or terminate the Vornado Equity Plan (and the awards thereunder) and the Newco Equity Plan (and the awards thereunder), respectively, at any time after the date of this Agreement, to the extent permitted or required under the terms of the Vornado Equity Plan, Newco Equity Plan or applicable Law; provided that no such amendment or termination shall prevent the actions described in Article V.
The Newco Equity Plan shall be approved prior to the Effective Time by VRLP as Newco’s sole shareholder.
Such execution and delivery of the Relevant Newco Equity Agreements (and the issuance of the Newco Equity to the New VEBA pursuant to the terms and conditions of the Equity Subscription Agreement) shall only occur as permitted by law.
In accordance with Section 9.C of this Settlement Agreement, Newco shall execute and deliver to the New VEBA counterpart signature pages to the Relevant Newco Equity Agreements, except the Equity Subscription Agreement, which was previously executed by the parties thereto (and issue, or caused to be transferred, the Newco Equity to the New VEBA pursuant to the terms and conditions of the Equity Subscription Agreement).
The Newco Equity Plan shall be approved prior to the Effective Time by Vornado as Newco’s sole shareholder.
Notwithstanding the foregoing, the obligations of Newco to execute and deliver to the New VEBA the Relevant Newco Equity Agreements (and to issue, or cause to be transferred, the Newco Equity to the New VEBA pursuant to the terms and conditions of the Equity Subscription Agreement) pursuant to this Settlement Agreement shall be subject to the execution and delivery by the New VEBA of the Relevant New VEBA Equity Agreements to the relevant counterparties of each such agreement.
Newco shall pay any and all documentary, stamp or similar issue taxes that may be payable with respect to its execution and delivery of counterpart signature pages to the Relevant Newco Equity Agreements (or the issuance or transfer of the Newco Equity to the New VEBA pursuant to the terms and conditions of the Equity Subscription Agreement).