No Integration. The Company shall not make any offers or sales of any security (other than the Securities) under circumstances that would require registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of the Securities to be integrated with any other offering of securities by the Company for the purpose of any stockholder approval provision applicable to the Company or its securities.
No Integration. The Company agrees that it will not and will cause its Affiliates not to sell, offer for sale or solicit offers to buy any security of the Company of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such sale, offer for sale or solicitation of an offer to buy would render invalid (for the purpose of the sale of the Purchase Securities by the Company to the Purchaser) the exemption from the registration requirements of the Securities Act provided by [Section 4(a)(2)] thereof or otherwise.
No later than 30 days following the Closing Date (or, if that date occurs within a “quiet period” under the Company’s equity grant policy, the first trading date following the end of such “quiet period”), you will receive a one-time integration award comprised of (i) performance stock units with a target value of (the “Integration PSUs”) and (ii) performance-based non-qualified stock options with a grant date value of and a 10-year term (the “Integration Options” and collectively, with the Integration PSUs, the “Integration Award”). Both components of the Integration Award will be subject to three-year cliff-vesting. The Integration PSUs will be subject to a 0 to 2 times target payout for the achievement of cost synergy goals from the Closing Date through and a separate 0.5 to 2 times modifier of any such earned payouts for achievement of a cumulative earnings per share goal over the same period, in each case as established by the Compensation Committee in good faith in consultation with you and communicated to you at the time of grant. The actual earned value of the Integration PSUs will be determined by the Compensation Committee based on its assessment of the achievement of the applicable performance objectives. The Integration PSUs will accrue dividends in an amount equal
“Integration Action” shall mean any action to be taken during the Integration Period with respect to an Integration Matter # prior to the Closing, by any of the Permal Contributed Entities or EnTrust Contributed Entities or # following the Closing, by the Company or any of its Subsidiaries.
Integration and Entire Agreement. This Deed sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto, including any prior Deed of Indemnity; provided, however, that this Deed is a supplement to and in furtherance of the Companys constitution (and any similar governing document), any agreement (including any insurance policy), any vote of the Companys shareholders or resolution of the Companys Board of Directors, and the Companies Act (and other applicable law), in each case as may be now or hereafter in effect, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Counterparts; Electronic Signatures; Integration. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may be executed and delivered by facsimile or other electronic means. This Agreement represents the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, written or oral, all of which are merged herein.
Integration with Severance Benefits. For U.S. Grantees, notwithstanding paragraphs 5(a)-(d) above, if severance is offered, eligibility for a prorated Award is contingent upon the Company receiving your signed Severance Agreement and General Release. Without a signed release, all unvested Restricted Stock Units are forfeited.
Integration of Severance Pay. If Employee receives severance pay from Campbell Companies at the time of the termination of Employee’s employment or at any time during the Non-Compete Period, whether under the terms of a severance pay policy or otherwise, the Non-Compete Payments, if any, otherwise payable to Employee under paragraph 4 of this RCA will be integrated with and offset by the severance pay. For the time during which Employee receives any amount of severance pay from Campbell Companies, the Non-Compete Payments, if any, otherwise payable under paragraph 4 of this RCA will be reduced, on a dollar-for-dollar basis (to an amount not less than zero), by the amount of severance pay paid to Employee during that time.
Marketplace integration
-- Shopify integration
-- Amazon integration
-- Stripe integration
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