Unvested Company Shares Sample Clauses

Unvested Company Shares. The cash payment pursuant to Section 1.8(a)(i) in exchange for Unvested Company Shares issued and outstanding immediately prior to the Effective Time shall be subject to the same restrictions, vesting arrangements or Repurchase Rights that were applicable to such Unvested Company Shares immediately prior to or at the Effective Time. Therefore, cash otherwise payable pursuant to Section 1.8(a)(i) in exchange for Unvested Company Shares issued and outstanding immediately prior to the Effective Time (“Unvested Cash (Shares)”) shall not be payable by Parent at the Effective Time, and shall instead become payable by Parent on the date that such Unvested Company Share would have become vested under the vesting schedule in place for such shares immediately prior to or at the Effective Time and shall otherwise remain subject to substantially the same terms and conditions as were applicable to the underlying Unvested Company Share immediately prior to the Effective Time; provided that if the vesting conditions and terms are not satisfied and vesting ceases at any point after the Effective Time, and a portion of the Unvested Cash (Shares) remains unvested (after giving effect to any accelerated vesting provisions applicable thereto), no cash payments shall be made in respect of such unvested portion of the Unvested Cash (Shares), except the repurchase price described below, with respect to such portion of the Unvested Cash (Shares) allocable to Unvested Company Shares. To the extent vested, Parent shall make, or in its discretion shall cause a paying agent authorized by Parent to administer such payments on Parent’s behalf to make, all such required payments to holders of Unvested Cash (Shares) no later than the end of the second completed payroll cycle of Parent following the date on which the corresponding Unvested Cash Shares would have become vested under the vesting schedule in place for such awards at the Effective Time and in no event later than two and one-half (2.5) months following the end of the calendar year in which the corresponding Unvested Cash Shares would have become vested (subject to other restrictions and other terms of such vesting schedule and giving effect to the applicable terms with respect to acceleration of vesting under any agreement (or form thereof) set forth on Schedule 2.13(a) of the Company Disclosure Letter). All amounts payable pursuant to this Section 1.8(a)(ii) shall be treated as payment in respect of the sale of such Unvested ...
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Unvested Company Shares. 22 Superior......................................1
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Unvested Company Shares. Immediately prior to the Effective Time, the Company shall have cancelled, repurchased, accelerated, vested or otherwise extinguished or awarded all Company Common Shares that are restricted, not fully vested or subject to any other restriction ("Unvested Company Shares") and there shall be no Unvested Company Shares at the Effective Time.
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Unvested Company Shares. With respect to that portion of the Earnout Amount, if any, that may become payable with respect to Unvested Company Shares held by a Company Stockholder as of the Effective Time, (i) for each share of Acquirer Common Stock issued to such Company Stockholder with respect to such Unvested Company Shares that have become vested as provided in Section 2.2.6 during the period from the Effective Time until the Earnout Determination Date, simultaneously with payment of the amount, if any, payable to the Company Stockholders pursuant to Section 2.6.2, Acquirer shall pay to such Company Stockholder an amount in cash equal to (A) such number of vested shares of Acquirer Common Stock multiplied by (B) the quotient of the Earnout Consideration Per Share, if any, divided by the Common Conversion Number (rounded to the nearest whole cent), and (ii) for each share of Acquirer Common Stock issued to such Company Stockholder with respect to such Unvested Company Shares that becomes vested as provided in Section 2.2.6 after the Earnout Determination Date, Acquirer shall pay to such Company Stockholder, at the end of the fiscal quarter of Acquirer in which such vesting occurred (or upon the date of termination of employment of such holder with the Company, if such event occurs earlier), an amount in cash equal to the quotient of the Earnout Consideration Per Share, if any, divided by the Common Conversion Number (rounded to the nearest whole cent).
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Unvested Company Shares. Subject to the terms and conditions of this Agreement, on the Supporting Stockholder Option Trigger Date, each Unvested Company Share shall vest in full and thereafter shall be treated as Company Common Stock, and the holders thereof shall, to the extent that they have executed and delivered to the Company and Buyer a Supporting Stockholder Option Agreement, and if such holder of Unvested Company Shares is a Key Employee he or she has executed and delivered to the Company and Buyer a Non-Competition Agreement, be treated as holders of Company Common Stock, in each case, for all purposes under this Agreement, any applicable Supporting Stockholder Option Agreement and the Escrow Agreement.
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Unvested Company Shares. Each holder of Unvested Company Shares shall have consented pursuant to a written form acceptable to Parent to having the Per Share Amount paid in accordance with, and subject to the terms and conditions, of Section 2.1(c)(i).
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Unvested Company Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the Company Stockholders, each then outstanding Unvested Company Share shall be cancelled and extinguished and shall be converted into the right to receive (without interest and less any applicable Tax withholding), upon surrender of the certificates representing such Unvested Company Shares in the manner provided in Section 2.5(c)(ii) hereof, an amount of cash equal to (I) the Per Unvested Share Consideration, plus (II) the right to receive the Per Share Year 1 Net Revenue Payment, as and when payable pursuant to the terms and conditions of this Agreement, plus (III) the right to receive the Per Share Year 2 Net Revenue Payment, as and when payable pursuant to the terms and conditions of this Agreement, plus (IV) the right to receive the Per Share Year 1 Milestone Payment, as and when payable pursuant to the terms and conditions of this Agreement, plus (V) the right to receive the Per Share Year 2 Milestone Payment, as and when payable pursuant to the terms and conditions of this Agreement, plus (VI) the right to receive any Per Share Forfeited Consideration, as and when payable pursuant to the terms and conditions of this Agreement; provided, however, that such amounts shall be paid as and at such times as such Unvested Company Shares would have vested pursuant to its current vesting schedule, including any amendments to such vesting schedule required as a result of the Merger.
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Related to Unvested Company Shares

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Unvested Shares You are reflected as the owner of record of the Award Shares on the Company’s books. The Company will hold the share certificates for safekeeping, or otherwise retain the Award Shares in uncertificated book entry form, until the Award Shares become vested and nonforfeitable, and any share certificates (or electronic delivery) representing such unvested shares will include a legend to the effect that you may not sell, assign, transfer, pledge, or hypothecate the Award Shares. You must deliver to the Company, as soon as practicable after the Grant Date, a stock power, endorsed in blank, with respect to the Award Shares. If you forfeit any Award Shares, the stock power will be used to return the certificates for the forfeited Award Shares to the Company’s transfer agent for cancellation.

  • Vested Company Options No Vested Company Options shall be assumed or continued by Parent and the Company in connection with the Merger or the other transactions contemplated hereby. Each Vested Company Option outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive at the Effective Time with respect to each share subject thereto, subject to the execution and delivery by such Company Option Holder of an option cancellation agreement (which shall include a release) in a form mutually acceptable to Parent and the Company (an “Option Cancellation Agreement”), an amount in cash, without interest, equal to the excess, if any, of the Per Share Common Consideration for each share of Company Common Stock issuable upon the exercise in full of such Company Option over the per share exercise price of such Vested Company Option (such excess amount being hereinafter referred to as the “Vested Company Option Cash Out Amount”), subject to adjustment in accordance with Section 1.6. Vested Company Options with a per share exercise price greater than or equal to the Per Share Common Consideration shall be cancelled without consideration. The payment of the Vested Company Option Cash Out Amount to any holder of Vested Company Options shall be paid at such time(s) provided in this Agreement to the Surviving Corporation for further payment to the holders of Employee Company Options through the Surviving Corporation’s payroll processing system net of applicable Tax withholding and deductions, and in respect of Non-Employee Company Options, shall be paid to the Payment Agent for further payment to the Non-Employee Company Option Holders. For purposes of calculating the aggregate amount of consideration payable in respect of each Vested Company Option pursuant to this Section 1.3(c), (x) all shares of Company Common Stock issuable upon the exercise in full of the Vested Company Options held by each holder of Vested Company Options shall be aggregated and (y) the amount of cash to be paid to each such holder of Vested Company Options shall be rounded down to the nearest whole cent.

  • Vested Shares “Vested Shares” shall mean the shares of Restricted Stock which are no longer subject to the Restrictions by reason of Section 3.2.

  • Restricted Shares Employee hereby accepts the Restricted Shares when issued and agrees with respect thereto as follows:

  • Escrow of Unvested Shares For purposes of facilitating the enforcement of the provisions of Section 3, Purchaser agrees, immediately upon receipt of the stock certificate or, in the case of uncertificated securities, notice of issuance, for the Shares subject to the Repurchase Option, to deliver any such stock certificate(s) as well as a Stock Power in the form attached to this Agreement as Exhibit A executed by Purchaser and by Purchaser’s spouse (if required for transfer), in blank, to the Secretary of the Company, or the Secretary’s designee, to hold such Shares (and stock certificate(s), if any) and Stock Power in escrow and to take all such actions and to effectuate all such transfers and/or releases as are required in accordance with the terms of this Agreement. Purchaser hereby acknowledges that the Secretary of the Company, or the Secretary’s designee, is so appointed as the escrow holder with the foregoing authorities as a material inducement to make this Agreement and that said appointment is coupled with an interest and is accordingly irrevocable. Purchaser agrees that said escrow holder shall not be liable to any party hereof (or to any other party). The escrow holder may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. Purchaser agrees that if the Secretary of the Company, or the Secretary’s designee, resigns as escrow holder for any or no reason, the Board of Directors of the Company shall have the power to appoint a successor to serve as escrow holder pursuant to the terms of this Agreement.

  • Company Reacquisition Right In the event that (a) the Awardee’s employment terminates for any reason or no reason, with or without cause, or (b) the Awardee, the Awardee’s legal representative, or other holder of the shares of Common Stock subject to this Award, attempts to sell, exchange, transfer, pledge, or otherwise dispose of any portion of this Award prior to its distribution from the escrow established in accordance with Section 8 of this Agreement, the Company shall automatically reacquire such shares underlying the applicable portion of this Award, and the Awardee shall not be entitled to any payment therefore (the “Company Reacquisition Right”).

  • Unvested Options Each unvested outstanding Company Option held by a Continuing Employee (each an “Unvested Company Option”) shall be assumed by Parent (the “Assumed Options”) and will continue to have, and be subject to, the same terms and conditions set forth in the applicable Unvested Company Option documents (including any applicable Company Option Plan and stock option agreement or other document evidencing such Unvested Company Option, including but not limited to any employment or other agreement providing for accelerated vesting or other terms governing such Assumed Options) immediately prior to the Effective Time (including any repurchase rights or vesting provisions), except that (i) each such Unvested Company Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Stock equal to the product of the number of shares of Company Common Stock that were subject to such Unvested Company Option immediately prior to the Effective Time multiplied by the Conversion Rate (rounded down to the next whole number of shares of Parent Stock, with no cash being payable for any fractional share eliminated by such rounding), and (ii) the per share exercise price for the shares of Parent Stock issuable upon exercise of such assumed Unvested Company Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Unvested Company Option was exercisable immediately prior to the Effective Time by the Conversion Rate, rounded up to the nearest whole cent. The assumption and conversion of Unvested Company Options by Parent are intended to satisfy the requirements of Treasury Regulations Section 1.424-1 (to the extent such options were incentive stock options) and of Treasury Regulations Section 1.409A-1(b)(5)(v)(D). Following the Effective Time, the Board of Directors of Parent or a committee thereof shall succeed to the authority and responsibility of the Board of Directors of Company or any committee thereof with respect to each Assumed Option and references to Company shall become references to Parent under the applicable Company Option Plan and stock option agreement or other document evidencing such Assumed Option. Each unvested outstanding Company Option that is not an Unvested Company Option shall be treated as a Cancelled Option and shall be cancelled and extinguished, with no consideration payable in connection with such cancellation and no further rights to the holder thereof, at the Effective Time.

  • Company Restricted Shares At the Effective Time, each share of Company Stock subject to vesting, repurchase or other restrictions pursuant to the Company Stock Plan (a “Company Restricted Share”) that is outstanding immediately prior to the Effective Time shall vest in full and become free of restrictions and any repurchase rights shall lapse, and the holder thereof shall be entitled to receive only the Merger Consideration with respect to each such Company Restricted Share in accordance with Section 2.05(b).

  • Company Stock Plans (a) The Company shall take such action as shall be required:

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