ESOP SPVs definition

ESOP SPVs means collectively, ESOP SPV 1, ESOP SPV 2, ESOP SPV 3, ESOP SPV 4 and ESOP SPV 5.
Sample 1Sample 2Sample 3

Examples of ESOP SPVs in a sentence

  • For the avoidance of doubt, before the relevant Investor receives the full amount of their respective Preference Amount pursuant to Section 4.6(i)(a) through (f) above, none of the Founder, the Founder Holdcos and the ESOP SPVs shall be entitled to receive any remaining assets and funds of the Company available for distribution under this Section 4.6(i)(g).

  • Upon the Option being exercised and when the exercise procedure as stipulated in this clause has been fully complied with, the Company shall cause or procure the underlying Ordinary Shares be transferred from the ESOP SPVs to the Optionee designated by the Company.

  • The Borrower, the Borrower Shareholder, the Offshore ESOP SPVs and each initial party to the Intercreditor Agreement (other than the Finance Parties).

  • For the avoidance of doubt, the Optionee has no right to request the ESOP SPVs to transfer the underlying ordinary Shares to himself/herself.Shares delivered upon exercise of an Option shall be delivered in the name of the Optionee or, if requested by the Optionee, in the name of the Optionee and his or her spouse.

  • For the avoidance of doubt, the Optionee has no right to request the trustee to procure the transfer of the underlying Ordinary Shares from the ESOP SPVs to the Optionee.Shares delivered upon exercise of an Option shall be delivered in the name of the Optionee or, if requested by the Optionee, in the name of the Optionee and his or her spouse.

  • Upon the vesting or exercise of Awards, the Company may (i) issue Shares directly to Awardees, or (ii) first issue Shares to one or more entities established or controlled by the Company for the benefit of Awardees (the “ESOP SPV(s)”) and then cause ESOP SPVs to transfer the Shares to Awardees.

  • The Borrower, the Borrower Shareholder, the Offshore ESOP SPVs and the Offshore Founder Obligor.

  • Offshore ESOP SPV Holdco will directly legally and beneficially own 100% of the Equity Interests in each of Offshore ESOP SPVs. 1 This percentage is based on the number of shares of the Target that are in existence as at 30 June 2015, and may be adjusted by up to 0.75% to reflect the final number of shares of the Target in issue on the Closing Date.

  • The Borrower, the Borrower Shareholder, the Offshore ESOP SPVs, each other Guarantor, the Onshore ESOP SPV and the SPVs (as defined in Schedule 5 (Permitted Restructuring)), excluding the Offshore Founder Trust and the Excluded Onshore Founder Entities (as defined in Schedule 5 (Permitted Restructuring)).

Related to ESOP SPVs

  • ESOP Account means a Participant’s account to which are credited Matching Contributions made to the Plan after March 31, 1989, and earnings and losses thereon.

  • ESOP means a Plan that is intended to satisfy the requirements of Section 4975(e)(7) of the IRC.

  • Company Stock Fund means a hypothetical investment fund pursuant to which Deferred Stock Units are credited with respect to a portion of an Award subject to an Election, and thereafter until (i) the date of distribution or (ii) the effective date of a Diversification Election, to the extent a Diversification Election applies to such Deferred Stock Units, as applicable. The portion of a Grantee’s Account deemed invested in the Company Stock Fund shall be treated as if such portion of the Account were invested in hypothetical shares of Common Stock or Special Common Stock otherwise deliverable as Shares upon the Vesting Date associated with Restricted Stock or Restricted Stock Units, and all dividends and other distributions paid with respect to Common Stock or Special Common Stock were held uninvested in cash and credited with interest at the Applicable Interest Rate as of the next succeeding December 31 (to the extent the Account continues to be deemed credited in the form of Deferred Stock Units through such December 31).

  • Company Stock Account means the account established and maintained in the name of each Participant or Beneficiary to reflect his share of the Trust Fund invested in Company Stock.

  • Company Contribution Account means (i) the sum of the Participant’s Company Contribution Amounts, plus (ii) amounts credited or debited to the Participant’s Company Contribution Account in accordance with this Plan, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Participant’s Company Contribution Account.

  • Rollover Contribution Account means the separate Account maintained for a Member to record such Member's share of the Trust Fund attributable to any Rollover Contribution made to the Plan on his behalf.

  • Key Employees means each of the following individuals: Xxx Xxxxxxx, Xxxxx Xxxxxxxx, Xxxxx Xxxxxx and Xxxxx Xxxxxxx.

  • Company-Sponsored Equity Account means an account that is created with the Equity Account Administrator in connection with the administration of the Company’s equity plans and programs, including the Plan.

  • Company Equity Plans means any stock option, stock incentive, stock purchase or other equity compensation plan, sub-plan or non-plan agreement sponsored or maintained by the Company or any Subsidiary or controlled Affiliate of the Company or to which any such entity is a party.

  • Excluded Employees means those employees listed on Schedule 1.1(w);

  • Rollover Account means the account established hereunder to which amounts transferred from a qualified plan or individual retirement account in accordance with Section 4.6 are allocated.

  • Stock Fund means that portion of the Trust Fund consisting of Stock.

  • Employer Contribution Account means, for any Participant, the account established by the Administrator or Trustee to which Employer Contributions made under Section 3.5 for the Participant's benefit are credited.

  • Company Equity Plan means, collectively, (a) the Amended and Restated Cerevel Therapeutics, Inc. 2018 Equity Incentive Plan, (b) the Cerevel Therapeutics, Inc. 2020 Equity Incentive Plan and (c) each other plan that provides for the award to any current or former director, manager, officer, employee, individual independent contractor or other service provider of any Group Company of rights of any kind to receive Equity Securities of any Group Company or benefits measured in whole or in part by reference to Equity Securities of any Group Company.

  • Rollover Contribution means any rollover contribution to the Plan made by a Participant as may be permitted under Article V.

  • Company Contribution means that portion of the main extension costs which the Company will fund based upon the following formula:

  • Company Stock Plans has the meaning set forth in Section 3.02(b).

  • Qualified Matching Contributions means Matching Contributions which are immediately nonforfeitable when made, and which would be nonforfeitable, regardless of the age or service of the Employee or whether the Employee is employed on a certain date, and which may not be distributed, except upon one of the events described under Section 401(k)(2)(B) of the Code and the regulations thereunder.

  • Parent Benefit Plans has the meaning set forth in Section 5.07(b).

  • Rollover Contributions means, for any Participant, his rollover contributions as provided in Section 7.1.

  • Company Employee Plans has the meaning set forth in Section 3.12(a).

  • Single Employer Plan any Plan which is covered by Title IV of ERISA, but which is not a Multiemployer Plan.

  • Qualified Plans has the meaning set forth in Section 5.20.

  • Company Contributions means the contributions made by the Company pursuant to Section 3.3.

  • Defined Contribution Plan Fraction for a Limitation Year shall mean a fraction, (A) the numerator of which is the sum of the Participant's Annual Additions under all defined contribution plans (whether or not terminated) maintained by the Employer for the current year and all prior Limitation Years (including annual additions attributable to the Participant's nondeductible employee contributions to all defined benefit plans (whether or not terminated) maintained by the Employer), and (B) the denominator of which is the sum of the maximum aggregate amounts for the current year and all prior Limitation Years with the Employer (regardless of whether a defined contribution plan was maintained by the Employer). "Maximum aggregate amounts" shall mean the lesser of (I) the product of 1.25 (or such adjustment as required under Section 12.4) and the dollar limitation in effect under Section 415(c)(1)(A) of the Code, adjusted as prescribed by the Secretary of the Treasury under Section 415(d) of the Code, or (II) the product of 1.4 and the amount that may be taken into account under Section 415(c)(1)(B) of the Code; provided, however, that the Committee may elect, on a uniform and nondiscriminatory basis, to apply the special transition rule of Section 415(e)(7) of the Code applicable to Limitation Years ending before January 1, 1983 in determining the denominator of the Defined Contribution Plan Fraction. If the Employee was a Participant as of the end of the first day of the first Limitation Year beginning after December 31, 1986, in one or more defined contribution plans maintained by the Employer which were in existence on May 6, 1986, the numerator of this fraction will be adjusted if the sum of this fraction and the defined benefit fraction would otherwise exceed 1.0 under the terms of this Plan. Under the adjustment, an amount equal to the product of (1) the excess of the sum of the fractions over 1.0 times (2) the denominator of this fraction, will be permanently subtracted from the numerator of this fraction. The adjustment is calculated using the fractions as they would be computed as of the end of the last Limitation Year beginning before January 1, 1987, and disregarding any changes in the terms and conditions of the Plan made after May 5, 1986, but using the Section 415 limitation applicable to the first Limitation Year beginning on or after January 1, 1987. The annual addition for any Limitation Year beginning before January 1, 1987, shall not be recomputed to treat all Employee contributions as Annual Additions.