Existing Equity Clause Samples
The 'Existing Equity' clause defines and clarifies the ownership interests or shares that currently exist in a company prior to a new investment or transaction. It typically outlines the types, amounts, and holders of equity, ensuring all parties have a clear understanding of the company's capitalization structure at the time of agreement. For example, it may specify the number of common and preferred shares outstanding and identify key shareholders. This clause is essential for preventing misunderstandings about ownership percentages and for providing a transparent baseline for any changes resulting from the transaction.
Existing Equity. The holders of the Existing Shares at a record date to be determined shall retain approximately 2% of the equity of PNCC immediately following the implementation of the Plan (subject to dilution resulting from the issuance of any Common Shares, options or other rights pursuant to the Management Incentive Plan, as contemplated herein). All of the rights of the Existing Equity, except for the Existing Shares and PNCC’s existing shareholder rights plan, shall be terminated upon the implementation of the Plan or otherwise dealt with to the satisfaction of the Company and the Majority Second Lien Noteholder Supporting Parties.
Existing Equity. The options granted to the Executive under the Intelsat, Ltd. 2001 Share Option Plan (the "2001 PLAN OPTIONS") and the Intelsat, Ltd. 2004 Share Incentive Plan (the "2004 PLAN OPTIONS"), and the restricted shares granted to the Executive (the "RS"), all of which are listed on Schedule 1 hereto and continue to be outstanding as of the Closing, shall be treated as of the Closing as set forth herein, notwithstanding the provisions of the Transaction Agreement:
(A) Each of the Executive's 2001 Plan Options shall be cancelled in exchange for a cash payment, as soon as practicable following the Closing, equal to the aggregate Spread (as defined in Section 2.1(c)(i)(D) below) of such options, less applicable withholding taxes.
(B) The Executive's 2004 Plan Options shall be cancelled in exchange for a cash payment, as soon as practicable following the Closing, equal to the aggregate Spread of the options so cancelled, less applicable withholding taxes.
(C) Each of the Executive's RS shall be cancelled in exchange for a cash payment, as soon as practicable following the Closing, equal to $18.75 per share subject to the RS.
(D) The "SPREAD" of a 2001 Plan Option or a 2004 Plan Option shall mean the excess, if any, of (i) $18.75 over (ii) the per-share exercise price thereof.
Existing Equity. After consummation of the Exchange Offer, the Company will seek to effect a reverse stock split as mutually agreed with the Majority Secured Noteholders and Majority Convertible Noteholders. Subordinated Debt at PFSI: SAI Holdings, Inc. and PWI subordinated debt at ▇▇▇▇▇▇ Financial Services, Inc. (“PFSI”) may be subject to a standstill agreement (terms to be negotiated) as to interest and debt payments or be converted into equity interests of PFSI, at the election of the Majority Secured Noteholders and the Company.
Existing Equity. On the Effective Date and effective as of immediately prior to the issuance of the Oaktree Shares and Participation Offering Shares, if any, and in accordance with the Plan, the Company shall cancel and extinguish all equity interests in the Company existing as of such time (including any options, warrants, rights to acquire equity interests or other securities exercisable for, or convertible into, equity interests in the Company), and the Company shall have provided documentation satisfactory to Oaktree evidencing the foregoing.
Existing Equity. The Stock Option Agreements shall survive the Termination Date in accordance with their terms and the Executive's rights thereunder, including, without limitation, the vesting and exercisability of the options subject thereto, shall be governed by the applicable Stock Option Agreement. The parties acknowledge and agree that (i) each of the options subject to the Stock Option Agreements shall become fully vested upon the Termination Date; (ii) the stock options subject to the Stock Option Agreements dated as of February 26, 1998; January 22, 1999; December 22, 1999; July 12, 2000; and October 12, 2000 shall remain exercisable for the thirty (30) day period following the Termination Date; and (iii) the stock options subject to the Stock Option Agreements dated as of December 26, 2002; January 27, 2003; and February 17, 2004 shall remain exercisable until the first anniversary of the Termination Date. The stock options represented by the Stock Option Agreements shall continue to be subject to Section 8.c of the Employment Agreement.
Existing Equity. As of the date hereof, you have a total of 4,804,726 Common Units of the Company (all of such Common Units, the “Common Units”), of which (i) 54,726 Common Units were purchased directly by you (the “Purchased Units”), (ii) 2,455,355.2 Common Units previously granted to you pursuant to the Equity Agreements are vested and (iii) 2,294,644.8 Common Units previously granted to you pursuant to the Equity Agreements are unvested (the “Unvested Units”). Subject to your material compliance with the Covenants (as defined in Section 5) and your execution and non-revocation of and compliance with the First Release (as defined in Section 6), and notwithstanding anything to the contrary in the Equity Agreements or the LLC Agreement, the Unvested Units not previously sold, transferred, forfeited or otherwise disposed will contingently vest (the “Accelerated Vesting”) on the earlier of the consummation of an underwritten public offering of equity securities of the Company or successor to, or an affiliate of, the Company (the “IPO”) or the abandonment by the Company of the IPO (as applicable, the “Sale Date”). If the IPO is not completed by September 30, 2021, the IPO shall be deemed abandoned for purposes of this Agreement. If the Company completes, and does not abandon, an IPO as set forth in this Section, at the Board’s election the Company will either repurchase from you by check or wire transfer of funds, or you will be required to sell in the IPO, all Common Units directly or indirectly owned by you (or common stock received in respect of such Common Units (“Corresponding Shares”)), including any Common Units or Corresponding Shares granted to you, sold to you and/or that have contingently vested pursuant to this Section, for an amount equal to the amount to which you would have been entitled under Section 4.1(c) of the LLC Agreement (as in effect on the date hereof) for this purpose assuming that the aggregate equity value of the Company is such value as determined based on the price of the Company’s (or the Company’s affiliate’s, as applicable) equity securities offered in the IPO, and, for the avoidance of doubt, taking into account all applicable provisions of Article IV of the LLC Agreement, including the effect of any Participation Threshold (as defined in the LLC Agreement) applicable to your Common Units and any reduction to your proceeds for any prior Tax Distributions treated as an advance distribution under applicable provisions of Section 4.1 of the LLC ...
Existing Equity. The holders of the existing JRC capital stock and the holders of any existing options, warrants or rights to acquire any equity securities of JRC shall not receive any distributions or retain any property on account of their equity interests in JRC and all such capital stock, options, warrants and rights shall be extinguished.
Existing Equity. You and the Company acknowledge and agree that as of the Retirement Date, you will hold unvested performance-based restricted stock units (“PSUs”), and unvested time-based restricted stock units (“RSUs”) under the Company’s 2020 Omnibus Incentive Compensation Plan (“Plan”). The RSUs and PSUs will vest in accordance with the terms of the specific grant agreements under the Plan (the “Award Agreements”). Any RSUs and PSUs that vest on or prior to the Retirement Date will be distributed to you in accordance with the applicable termination provisions set forth in your respective Award Agreements. All RSUs and PSUs which are unvested as of the Retirement Date and as to which no portion of such PSU or RSUs vests pursuant to the applicable Award Agreement will be forfeited and cancelled without consideration therefor as of the Retirement Date (the “Forfeited Awards”). For the avoidance of doubt, the Forfeited Awards shall not include any PSUs or RSUs granted to you in May 2022.
Existing Equity. As of the Effective Date, you and/or your family trust hold, in the aggregate, 3,372,109 shares of Parent’s common stock (“Common Stock”), originally issued pursuant to certain stock issuance agreements, stock purchase agreements or restricted stock purchase agreements (the “Existing Equity”), and, in the case of a portion of the Existing Equity, subjected to vesting as set forth in the Offer Letter (collectively, the “Restricted Stock Agreements”), as set forth and more fully described on Exhibit A attached hereto. As of the Effective Date, 2,429,912 shares of the Existing Equity remain unvested and subject to repurchase or forfeiture restrictions under the Restricted Stock Agreements (the “Restricted Shares”), as set forth and more fully described on Exhibit A attached hereto. You have also been granted stock options to purchase an aggregate of 43,500 shares of Parent Common Stock pursuant to the stock option agreement identified on Exhibit A attached hereto (the “Stock Option Agreement”). The Restricted Stock Agreements and the Stock Option Agreement are referred to collectively herein as the “Equity Agreements.”
Existing Equity. The Company has previously granted to the Executive options to purchase up to an aggregate of 2,532,004 shares of the Company’s common stock pursuant to the Plan (the “Existing Options”) and 245,434 shares of restricted stock (the “Stock”) subject to vesting and other conditions described therein.