Deferred Equity Sample Clauses

Deferred Equity. The Deferred Equity has been duly authorized and reserved for issuance and when issued and paid for, will be validly issued, fully paid and non-assessable; the Deferred Equity is not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate actions required to be taken for the authorization, issuance and sale of the Deferred Equity has been duly and validly taken.
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Deferred Equity. Chardan (and/or its designee(s)) shall also be entitled to receive that number of shares of Common Stock equal to three-fourths of one percent (0.75%) of the number of Units sold (between 37,500 shares of Common Stock if the Over-allotment Option is not exercised and 43,125 shares of Common Stock if the Over-allotment Option is exercised in full) as a deferred equity underwriting commission (the “Deferred Equity”), with the Deferred Equity to be delivered to Chardan’s own account (and/or the account(s) of its designee(s)) upon the consummation of a Business Combination. The Company shall deliver to Chardan (and/or its designee(s)) upon the consummation of the Business Combination, certificates for the Deferred Equity in the name or names and in such authorized denominations as Chardan may request. Pursuant to Rule 5110(e)(1) of FINRA’s rules, the Deferred Equity is subject to a lock-up for a period of one hundred eighty (180) days immediately following the commencement of sales in the offering during which the securities may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities. In the event that the Company is unable to consummate a Business Combination, Chardan agrees that any rights or claims to any Deferred Equity shall be forfeited. Any Deferred Equity will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter at the Closing (or, with respect to Deferred Equity related to the Option Units, the payment of the purchase price for those Units at any Option Closing) and will be paid if and when the Company consummates a Business Combination without any further conditions. Chardan may waive its right to receive the Deferred Equity by notifying the Company in writing at any time prior to the consummation of a Business Combination, in which case the Deferred Equity will be cancelled.
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Deferred Equity. The Company agrees to issue to Chardan (and/or its designees) such number of shares of Common Stock equal to half of one percent (0.5%) of the number of Units sold (25,000 shares if the Over-allotment Option is not exercised, and up to 28,750 if the Over-allotment Option is exercised in full) (the “Deferred Equity”). Delivery of the Deferred Equity shall be made upon the consummation of the Business Combination. The Company shall deliver to the Representative (and/or its designees) upon the consummation of the Business Combination, certificates for the Deferred Equity in the name or names and in such authorized denominations as the Representative may request. Pursuant to Rule 5110(g)(1) of FINRA’s Rules, the Deferred Equity is subject to a lock-up for a period of one hundred eighty (180) days immediately following the Effective Date of the Registration Statement or the commencement of sales in the offering, and, for a one year period (including the foregoing one hundred eighty (180) day period) following the Effective Date, may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities.
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Deferred Equity. Owner Participant hereby unconditionally agrees with Lessee, and only with Lessee (and not with any other party to this Agreement or the Holders of any Certificates), that, so long as no Lease Event of Default or Lease Default (of the type described in Section 14.1 or 14.5 of the Lease) shall have occurred and be continuing, it will pay or cause to be paid to Indenture Trustee on the Deferred Equity Date sufficient funds to effect the payment of an amount (the "Deferred Equity Amount") equal to the amount due on such date in respect of accrued interest on the Certificates from the Section 18 Refinancing Date (as defined in Section 18 hereof) to and including the Deferred Equity Date. Owner Participant and Owner Trustee hereby direct the Indenture Trustee, and Indenture Trustee hereby agrees, to apply the Deferred Equity Amount to the payment of interest on the Certificates which may be due and payable pursuant to the provisions of the Trust Indenture on the Deferred Equity Date. Owner Participant agrees to make payment of the Deferred Equity Amount in immediately available funds on or before 11:00 a.m., New York City time, on the Deferred Equity Date, provided that the Owner Participant agrees to give Lessee notice by 11:00 a.m., New York City time, on the second Business Day prior to the Deferred Equity Date if it shall not make such payment. Indenture Trustee agrees to give Lessee prompt notice if it shall not have received such
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Deferred Equity. The Company agrees to issue to Chardan (and/or its designee(s)) such number of shares of Common Stock equal to three-quarters of one percent (0.75%) of the number of Units sold (45,000 shares if the Over-allotment Option is not exercised, and up to 51,750 shares if the Over-allotment Option is exercised in full) (the “Deferred Equity”). Delivery of the Deferred Equity shall be made upon the consummation of the Business Combination. The Company shall deliver to the Representative (and/or its designee(s)) upon the consummation of the Business Combination, certificates for the Deferred Equity in the name or names and in such authorized denominations as the Representative may request. Pursuant to Rule 5110(e)(1) of FINRA’s rules, the Deferred Equity is subject to a lock-up for a period of one hundred eighty (180) days immediately following the commencement of sales in the offering during which the securities may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities.
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Deferred Equity. Owner Participant hereby unconditionally agrees with Lessee, and only with Lessee (and not with any other party to this Agreement or the Holders of any Certificates), that, so long as no Lease Event of Default or Lease Default (of the type described in Section 14.1 or 14.5 of the Lease) shall have occurred and be continuing, it will pay or cause to be paid to Indenture Trustee on the Deferred Equity Date sufficient funds to effect the payment of an amount (the "Deferred Equity Amount") equal to the amount due on such date in respect of accrued interest on the Certificates from the Section 18 Refinancing Date (as defined in Section 18 hereof) to and including the Deferred Equity Date. Owner Participant and Owner Trustee hereby direct the Indenture Trustee, and Indenture Trustee hereby agrees, to apply the Deferred Equity Amount to the payment of interest on the Certificates which may be due and payable pursuant to the provisions of the Trust Indenture on the Deferred Equity Date. Owner Participant agrees to make payment of the Deferred Equity Amount in immediately available funds on or before 11:00 a.m., New York City time, on
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Related to Deferred Equity

  • Annual Equity Awards Following the first anniversary of the Effective Date, Executive will be granted annual equity awards in an amount determined by the Board. Such awards may be in the form of options, restricted stock units, performance shares, or any other form as approved by the Board.

  • Annual Equity Award With respect to each Company fiscal year commencing during the Term, the Executive shall be eligible to receive an annual equity compensation award (each such award, an “Annual Equity Award”). The form and terms and conditions of each Annual Equity Award shall be determined by the Board (or the Compensation Committee of the Board) in its discretion and shall be set forth in one or more written award agreements between the Company and the Executive.

  • Annual Equity Grant During the first fiscal quarter of each year, or such other time as the Board, in its discretion, may determine, the Employee will receive an annual equity grant with a target value, measured as of the grant date, equal to the percentage of the Employee’s Salary determined by the Board or its designated committee, which for 2021 shall be 65% (the “Annual Equity Grant”). One-half of the Annual Equity Grant is expected to be in the form of restricted stock units or restricted share units with no performance restrictions or metrics associated with them, and which are expected to vest in three equal increments on each of the first, second and third anniversaries of the grant date. The other one-half of the Annual Equity Grant is expected to be in the form of performance shares or performance restricted stock units, which will have Board-determined performance restrictions and metrics associated with them. The determination of how many of those performance shares or performance restricted stock units have been earned will be made by the Board on or about the first anniversary of the grant date, based on the financial performance of the Company during the prior fiscal year, and any performance shares or performance stock units deemed by the Board to be earned are expected to vest in two equal increments on or about each of the second and third anniversaries of the grant date. Notwithstanding any other provision of this Agreement to the contrary, the determination of whether and when to make any Annual Equity Grant to Employee, and the design, nature and amount of any such Annual Equity Grant, shall be determined by the Board in its discretion. All Annual Equity Grants to Employee shall be subject to the terms of the grant agreement between Employer and Employee. In the event of a Change of Control, the Board or its designated committee will determine the manner in which any unvested restricted shares, performance shares, restricted stock units or other unvested equity grants will be treated, with respect to the amount and timing of the vesting of such unvested equity, to the extent that the same is not already addressed in the terms of the applicable grant agreement between the Employer and Employee.

  • Future Equity Awards Executive remains eligible to be considered for future equity awards as may be determined by the Board or a committee of the Board in its discretion in accordance with the terms of any applicable equity plan or arrangement that may be in effect from time to time.

  • Initial Equity Award Upon or as soon as practicable after the Effective Date, the Company will award Executive restricted stock units and stock options to purchase shares of the Company’s common stock, with an aggregate grant date fair market value as determined by the Board for accounting purposes of $1,200,000. Such restricted stock units or stock options, as applicable, to vest ratably over 4 years (25% each year). Allocation between restricted stock units and stock options to be determined by the Board.

  • No Equity Awards Except for grants pursuant to equity incentive plans disclosed in the Registration Statement and the Prospectus, the Company has not granted to any person or entity, a compensatory stock option or other compensatory equity-based award to purchase or receive common stock of the Company or OP Units of the Operating Partnership pursuant to an equity-based compensation plan or otherwise.

  • Treatment of Company Equity Awards (a) Subject to Section 3.05(f), at the Effective Time, each Company Option that is outstanding and unexercised as of immediately prior to the Effective Time, whether vested or unvested, shall, without any further action on the part of any holder of a Company Option, be assumed by Acquiror. Each such Company Option so assumed by Acquiror hereunder (an “Adjusted Option”) shall continue to have, and be subject to, the same terms and conditions (including the term, exercisability and vesting schedule as were applicable to the corresponding Company Option immediately before the Effective Time, except that (i) Acquiror’s board of directors or a committee thereof shall succeed as to the authority and responsibility of the Company Board or any committee thereof with respect to any Adjusted Option; (ii) each Adjusted Option will be exercisable for that number of shares of Class A common stock of the Acquiror (“Acquiror Common Stock”) (rounded down to the nearest whole share) equal to the product of the number of shares of Common Stock to which the corresponding Company Option related immediately prior to the Effective Time and the Equity Award Exchange Ratio, and (iii) the per share exercise price for the shares of Acquiror Common Stock issuable upon exercise of such Adjusted Option will be equal to the quotient of the per share exercise price of the Company Option divided by the Equity Award Exchange Ratio (rounded up to the nearest whole cent). The date of grant of each Adjusted Option will be the date on which the corresponding Company Option was granted. Notwithstanding the foregoing, the adjustment described in this Section 3.05(a) shall be made on a grant-by-grant basis in a manner consistent with Section 409A of the Code and, with respect to each Company Option that is an incentive stock option (within the meaning of Section 422(b) of the Code), no adjustment will be made that would be a modification (within the meaning of Section 424(h) of the Code) to such Company Option.

  • Nonqualified Deferred Compensation Plans Effective on or before the Distribution Date, Columbia shall adopt, establish and maintain nonqualified deferred compensation plans for the benefit of employees of the Columbia Parties (the “Columbia Deferred Compensation Plans”) and shall establish one or more grantor trusts to be a source of providing benefits thereunder (the “Columbia Rabbi Trusts”) that in each case shall be substantially similar to the NiSource Deferred Compensation Plans and the grantor trusts maintained by NiSource with respect to the NiSource Deferred Compensation Plans (the “NiSource Rabbi Trusts”). As of the Distribution Date, the Columbia Parties shall assume and thereafter be solely responsible for all existing and future liabilities relating to Business Employees’ (and Deceased Business Employee survivors’ and beneficiaries’) (a) benefits accrued under the NiSource Deferred Compensation Plans prior to the Distribution Date and (b) benefits that accrue under the Columbia Deferred Compensation Plans on and after the Distribution Date. All beneficiary designations made by Business Employees and by survivors and beneficiaries of Deceased Business Employees under the NiSource Deferred Compensation Plans shall, to the extent applicable, be transferred to, and be in full force and effect under, the Columbia Deferred Compensation Plans until such beneficiary designations are replaced or revoked by the Business Employee (or the survivor or beneficiary of the Deceased Business Employee) who made the beneficiary designation. Following the Distribution Date, the NiSource Parties shall have no liability or obligation with respect to the benefits accrued by such Business Employees or by such survivors or beneficiaries of Deceased Business Employees under any of the NiSource Deferred Compensation Plans or with respect to any benefits accrued under the Columbia Deferred Compensation Plans. As soon as administratively practicable after the Distribution Date, NiSource shall cause the NiSource Rabbi Trusts to transfer to the Columbia Rabbi Trusts cash, life insurance policies or other assets having an aggregate fair market value equal to (i) the aggregate fair market value of all assets held in the NiSource Rabbi Trusts as of the Distribution Date multiplied by (ii) a percentage, the numerator of which shall be the lump sum present value of the benefits assumed by the Columbia Deferred Compensation Plans pursuant to this Section 3.03 and the denominator of which shall be the lump sum present value of all benefits accrued under the NiSource Deferred Compensation Plans immediately prior to the Distribution Date.

  • Initial Equity Grant No later than 45 days following the Commencement Date, the Company shall take such actions as shall be necessary to grant you the right to purchase (the “Stock Purchase Right”) the number of shares of the Company’s common stock (the “Common Stock”) equal to six percent (6%) of the Company’s outstanding capital stock as of the Commencement Date, calculated based on the Fully Diluted Capitalization of the Company (as defined in the next sentence) at a per-share purchase price equal to the per-share fair market value of the underlying shares on the date of grant, as determined reasonably by the Board in good faith. For the purposes of this Agreement, “Fully Diluted Capitalization” includes all outstanding shares of capital stock plus all shares subject to issuance under outstanding options or warrants plus all shares of capital stock reserved for future issuance under the Company’s 2007 Stock Incentive Plan (the “Plan”) that are not subject to outstanding options or other equity awards plus, to the extent not already included in the foregoing, all shares purchased by you, or subject to your right to purchase, pursuant to this Section 3(d) and Section 3(f). The Stock Purchase Right will be granted under the Plan. Any shares of Common Stock purchased upon exercise of the Stock Purchase Right (the “Restricted Stock”) shall be subject to a right of repurchase in favor of the Company at the original purchase price thereof (the “Right of Repurchase”). The Restricted Stock shall vest, and the Right of Repurchase lapse, with respect to thirty-three and one-third percent (33 1/3%) of the total shares of Restricted Stock on the first anniversary of the Commencement Date and with respect to 1/36th of such shares of Restricted Stock on each monthly anniversary of the Commencement Date thereafter so that the Restricted Stock shall be fully vested and the Right of Repurchase fully lapsed on the third anniversary of the Commencement Date, in each case, subject to your continued service to the Company hereunder except as otherwise provided herein. You will be permitted to purchase the shares of Restricted Stock using a full recourse promissory note, equal to the value of the entire purchase, in a form attached hereto as Exhibit A, to the Company bearing an interest rate equal to the Applicable Federal Rate. The Restricted Stock shall be subject to the terms of the Plan and a restricted stock purchase agreement (the “Restricted Stock Purchase Agreement”) in the form attached hereto as Exhibit B to be entered into between you and the Company.

  • Deferred Compensation Plans Borrower has no pension, profit sharing or other compensatory or similar plan (herein called a “Plan”) providing for a program of deferred compensation for any employee or officer. No fact or situation, including but not limited to, any “Reportable Event,” as that term is defined in Section 4043 of the Employee Retirement Income Security Act of 1974 as the same may be amended from time to time (“Pension Reform Act”), exists or will exist in connection with any Plan of Borrower which might constitute grounds for termination of any Plan by the Pension Benefit Guaranty Corporation or cause the appointment by the appropriate United States District Court of a Trustee to administer any such Plan. No “Prohibited Transaction” within the meaning of Section 406 of the Pension Reform Act exists or will exist upon the execution and delivery of the Agreement or the performance by the parties hereto of their respective duties and obligations hereunder. Borrower will (1) at all times make prompt payment of contributions required to meet the minimum funding standards set forth in Sections 302 through 305 of the Pension Reform Act with respect to each of its Plans; (2) promptly, after the filing thereof, furnish to Agent copies of each annual report required to be filed pursuant to Section 103 of the Pension Reform Act in connection with each Plan for each Plan Year, including any certified financial statements or actuarial statements required pursuant to said Section 103; (3) notify Agent immediately of any fact, including, but not limited to, any Reportable Event arising in connection with any Plan which might constitute grounds for termination thereof by the Pension Benefit Guaranty Corporation or for the appointment by the appropriate United States District Court of a Trustee to administer the Plan; and (4) notify Agent of any “Prohibited Transaction” as that term is defined in Section 406 of the Pension Reform Act. Borrower will not (a) engage in any Prohibited Transaction or (b) terminate any such Plan in a manner which could result in the imposition of a Lien on the Property of Borrower pursuant to Section 4068 of the Pension Reform Act.

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