Share Equivalents Clause Samples

Share Equivalents. There are no existing options, warrants, calls, commitments of any character or other share equivalents relating to the authorized and unissued VII common stock.
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Share Equivalents. Parent shall cause Company to make, or to cause its Subsidiaries to make, payments to all holders of deferred share units of Company and to all persons entitled to payments under its Phantom Stock Appreciation Plan, in each case as set out in the Disclosure Statement. Parent acknowledges that the payments to holders of deferred share units of Company shall be due and payable by Company immediately after Shares are first taken up under the Offer and that payments under the Phantom Stock Appreciation Plan shall be due and payable by Company within 30 days of the date that Shares are first taken up under the Offer.
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Share Equivalents. 32.10.1. In article 32 references to “share” include references to any rights under any transferable or assignable Share Equivalent and to any shares issued or to be issued pursuant to a Share Equivalent, including the Fundraiser Option, deeming for this purpose shares to have been issued under it in accordance with its terms and to be Sale Shares (but nothing in these articles require or allow any acceleration of any rights of the holder of the Share Equivalent to require the issue of any shares). 32.10.2. If the holder of a relevant Share Equivalent does not comply with article 32, the Applicable Share Equivalent shall lapse and be of no further effect and the company shall have no obligation under it, whether to issue and allot shares or pay any consideration or compensation or otherwise and the Transfer Price shall be zero in respect of any shares to be issued under that Applicable Share Equivalent. This article 32.11 includes the Fundraiser Option.
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Share Equivalents. (a) All Share Equivalents held by Employees that have been issued under the Tulip 1982 Incentive Stock Option Plan and the Tulip 1989 Executive Stock Incentive Plan (together, the "Option Plans"), whether vested or non-vested, shall remain outstanding and unaffected by the Spin-Off. (b) Each Share Equivalent outstanding after the Spin-Off shall be treated as set forth in the Merger Agreement.
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Share Equivalents. Each Seller shall procure that, on or ------------------------------- prior to the Initial Closing Date, all rights and benefits of all Persons whatsoever with respect to Share Equivalents shall either be fully and finally paid or otherwise satisfied or discharged, or shall be terminated and of no further force and effect, including (a) the warrants to acquire 81,211 Shares held by certain Sellers in the event the Company meets certain performance milestones (the "Investor Warrants"), (b) the warrants to acquire 81,211 Shares held by certain Sellers to prevent dilution of their existing shareholdings in the Company (the "Anti-Dilution Warrants"), (c) the warrants to acquire 24,450 Shares held by France Telecom Technologie S.A. (the "FTT Warrants"), and (d) all stock options held by employees of the Company. In the event that, as the result of the foregoing sentence, any Person who has not executed this Agreement as a Seller becomes a holder of Shares, each Seller shall procure that such Person promptly executes a counterpart of this Agreement and thereby become a "Seller" hereunder. Without limiting the generality of the foregoing, each Seller, by its execution of this Agreement, hereby agrees to the following: (a) each Seller holding any of the Investor Warrants shall exercise the Investor Warrants and make all payments owing to the Company with respect thereto at or prior to the Initial Closing; (b) the Anti-Dilution Warrants shall be terminated and of no further force and effect as of the Initial Closing without further act by any Person; (c) the holder of the FTT Warrants shall exercise the FTT Warrants at or prior to the Initial Closing; (d) each other warrant held by such Seller convertible into Shares or any other security of the Company shall, unless converted on or prior to the Initial Closing, be without further act extinguished and terminated, (e) each option held by such Seller exercisable for Shares or any other security of the Company shall, unless exercised on or prior to the Initial Closing, be without further act extinguished and terminated, (f) any and all shareholder agreements between one or more shareholders of the Company (including the Existing Shareholders Agreement), whether or not the Company is also a party thereto, shall as at the Initial Closing be without further act terminated and of no further force and effect.
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Related to Share Equivalents

  • Other Shares The registration statement filed pursuant to the request of the Initiating Holders may, subject to the provisions of Section 2.1(e), include Other Shares, and may include securities of the Company being sold for the account of the Company.

  • Additional Shares or Options The Company hereby agrees that until the consummation of a Business Combination, it shall not issue any shares of Common Stock or any options or other securities convertible into Common Stock, or any preferred shares or other securities of the Company which participate in any manner in the Trust Account or which vote as a class with the Common Stock on a Business Combination.

  • Shares The term “

  • Shares of Common Stock may be issued from time to time as the Board of Directors of the Corporation shall determine and on such terms and for such consideration as shall be fixed by the Board of Directors.

  • Stockholder Rights and Dividend Equivalents (a) The holder of this Award shall not have any stockholder rights, including voting or dividend rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following their actual issuance upon the Corporation’s collection of the applicable Withholding Taxes. (b) Notwithstanding the foregoing, should any stock dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal to the amount of that dividend paid per share multiplied by the number of Restricted Stock Units at the time subject to this Award (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those cash dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution.