Employee Equity. In the event such materials are used commercially, the employee shall retain equity in the material following recovery by the College of its investment in the project.
Employee Equity. The Company shall offer, issue and sell shares of Common Stock or Share Equivalents pursuant to any of the Company’s or any of its subsidiaries’ stock option plans, stock bonus plans, stock incentive plans, employment agreements or other management equity programs or other similar plans or programs (i) in compliance with the terms and conditions of the applicable plan, program or arrangement and (ii) pursuant to a valid exemption from the registration requirements of the Securities Act and any applicable state securities laws.
Employee Equity. Unless otherwise approved by the compensation committee of the Board of Directors (or if the Company has not established a compensation committee, the Board of Directors), all future employees and consultants of the Company who purchase, receive options to purchase, or receive awards of the Company’s share capital after April 3, 2012 shall be required to execute restricted share or option agreements, as applicable, providing for (i) vesting of shares over a four (4) year period, with the first twenty-five percent (25%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following thirty-six (36) months and (ii) a market stand-off provision substantially similar to that in Subsection 2.11. In addition, unless otherwise approved by the compensation committee of the Board of Directors (or if the Company has not established a compensation committee, the Board of Directors), the Company shall retain a “right of first refusal” on employee transfers until the Company’s IPO and shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted shares.
Employee Equity. (a) At or immediately prior to the Effective Time, each option to purchase shares of Company Stock (each, a “Company Stock Option”) and each stock appreciation right which represents the right to receive a payment in cash (each, a “Company Cash SAR”) or shares of Company Stock (each, a “Company Stock SAR” and together with the Company Stock Options and the Company Cash SARs, the “Company Option Awards”) outstanding under any equity compensation plan or arrangement of the Company, whether or not vested or exercisable, shall, automatically and without any action on behalf of the holder thereof, be canceled, and the Company shall pay each holder of any such Company Option Award for each such Company Option Award an amount in cash determined by multiplying (i) the excess, if any, of the Merger Consideration over the applicable exercise price of such Company Option Award by (ii) the number of shares of the Company Stock underlying such award (assuming full vesting of such Company Option Award) had such holder exercised such Company Option Award in full immediately prior to the Effective Time.
Employee Equity. In the event that New Securities are issued pursuant to Section 3.1(b) after the date of this Agreement or that options, warrants or convertible securities issued prior to the date of this Agreement pursuant to an Equity Incentive Plan are exercised or converted into Equity Securities after the date of this Agreement, RTL (or a designated Affiliate thereof) shall be permitted (i) to acquire in the open market an amount of Equity Securities and/or (at the election of RTL) (ii) exchange New Debt, Rollover Notes and/or Backstop Notes with the Company for an amount of Equity Securities, in each of clauses (i) and (ii), sufficient to increase its Pro Rata Percentage up to an amount equal to its Pro Rata Percentage immediately prior to such issuance of New Securities; provided, that to the extent that the New Securities are issued pursuant to an Equity Incentive Plan and are not exercised or have not been converted into Equity Securities, RTL (or a designated Affiliate thereof) shall only be permitted to acquire Equity Securities pursuant to this Section 3.2 at such time when such New Securities are exercised or converted into Equity Securities. In the case of an exchange contemplated by clause (ii) of this Section 3.2, if multiple forms of Equity Securities are outstanding at such time, the form of such Equity Security acquired thereunder will be selected by RTL (or such designated Affiliate) from the outstanding Equity Securities of the Company at such time and the exchange ratio for such Equity Securities to be determined by dividing the principal amount of each dollar of the Indebtedness exchanged by the then prevailing fair market value of such selected Equity Security.
Employee Equity. The Buyers undertake to the State that if, at any time, the Company or the Buyers (or any other company/trust which is controlled by the Buyers which owns or conducts the Business or any substantial part of the assets used to conduct any part of the Business) is listed on the Australian Stock Exchange Limited, they will ensure that as part of that listing, employees of the Business will be given an opportunity to invest in the relevant company or trust.
Employee Equity. The Members acknowledge that the Managers intend to implement an employee equity plan that will result in the issuance of Class C Units.
Employee Equity. The Employee Costs associated with the Employee Equity for (A) the Illinois/Indiana Employees shall be solely for the account of the Comcast Systems Group, (B) the Kentucky/Ohio Employees and Corporate Employees shall be solely for the account of the Insight Systems Group, and (C) the Shared Employees shall be allocated equally for the account of the Comcast Systems Group and the Insight Systems Group. The Employee Costs associated with the Employee Equity shall be based on the value of a Series E Share or Series F Share, as applicable, as of the Closing Date, as determined in good faith by the parties thirty (30) days prior to Closing, or, in the case that a valuation cannot be so agreed upon, as determined by a mutually agreed third-party arbitrator five days prior to Closing or as soon thereafter as reasonably practicable; provided that if, prior to Closing, Insight Parent or any of its Affiliates or the stockholders of Insight Parent enters into an agreement with an unaffiliated third party to sell, or otherwise dispose of, all or substantially all of the assets or equity of Insight Parent after giving effect to the transactions contemplated by this Amendment (an “Insight Sale Agreement”), the parties, or the arbitrator, as applicable shall determine such value based upon the purchase price provided under the Insight Sale Agreement taking into due consideration any purchase price adjustments and other material terms and conditions relating to the amount of the purchase price. In the absence of an Insight Sale Agreement, the value of the Series E Shares and Series F Shares shall be determined by the parties or the arbitrator, as applicable, with due consideration given to the factors set forth in the definition of “fair market value” under the terms of the Equity Plan. Within five (5) Business Days following Comcast’s receipt of notice (and appropriate support therefor) from Insight of the amount as determined in accordance with this Section 3(h), but no earlier than at Closing (subject to the provisions at the end of this Section 3(h)), Comcast shall make a cash payment to the Partnership for the account of Insight in an amount equal to the total amount of Employee Costs allocated for the account of the Comcast Systems Group pursuant to this Section 3(h); provided that in no event will any cost be allocated to Comcast hereunder relating to Employee Equity that is not vested at the time of the Closing. For the avoidance of doubt, upon Comcast’s payment ...
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Employee Equity. (a) Trident agrees that, at the Stockholders’ Meeting, it will submit for approval to Trident’s Stockholders, a new omnibus employee equity incentive plan in the form attached as Exhibit N with the number of shares of Trident Common Stock available for issuance thereunder to be mutually agreed upon by Trident and NXP within thirty (30) days after the Agreement Date, under which Continuing Employees, as well as employees of Trident and its Subsidiaries (other than the Companies and their Subsidiaries), will be eligible to receive awards (the “New Trident Equity Plan”), and, in connection with the initial awards under the New Trident Equity Plan, that it will consult in good faith with NXP regarding award levels and terms so as to appropriately incentivize employees. Awards under the New Trident Equity Plan shall be made following the completion of the Option Exchange contemplated in Section 7.13(b) by the Compensation Committee of the Trident’s Board of Directors (as reconstituted in connection with the Transaction).
