direct or indirect parent thereof or the IPO Entity) shall otherwise be permitted pursuant to this [Section 6.04];
. 1st Milestone Shares means 29,000 (twenty nine thousand) Preferred Shares or IPO Shares, as the case may be.
In order to induce the Company and the to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows:
Cultural Transformation: Guide the transformational change in services from start-up to post-IPO maturity as the company grows.
the proceeds of which will be used to pay (or make Restricted Payments to allow any direct or indirect parent thereof to pay) operating costs and expenses (including, following the consummation of a Qualifying IPO, Public Company Costs) of Holdings or its direct or indirect parents thereof which do not own other Subsidiaries besides Holdings, its Subsidiaries and any other direct or indirect parents of Holdings incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business, attributable to the ownership or operations of the and its Subsidiaries;
Termination Due to a Qualifying Event. If the Executive’s employment with NWL is terminated as the result of an event described in [Section 3(a)] above, the Executive shall be entitled to receive the following payments and benefits from NWL:
Qualifying Termination Following Change in Control. In the event your employment is terminated by reason of a Qualifying Termination during the Protected Period following a Change in Control, the Restricted Period and all remaining restrictions shall expire and the RSUs shall be deemed fully vested.
#Unless the Company’s shareholders are previously given the option to redeem their shares in connection with amending applicable documents to extend the time that the Company has to complete a Business Combination and that the Company fails to consummate a Business Combination within 12 months from the closing of the Company’s IPO (or up to 21 from the closing of the Company’s IPO in the event that the Company extended the period of time to consummate a business combination), the undersigned shall take all reasonable steps to # cause the Trust Fund to be liquidated and distributed to the holders of the IPO Shares and # cause the Company to liquidate as soon as reasonably practicable.
With respect to that certain mezzanine loan in the same amount of made by DOF IV REIT Holdings, LLC (“DOF IV”) to Plymouth Industrial 20 LLC (the “Mezzanine Loan”), DOF IV will seek to convert its TL Participation Interest (as defined in the TL Participation Agreement) into “warrants” of equivalent value in connection with the IPO upon the closing of the IPO. Except as specifically described above, the Mezzanine Loan shall remain unmodified and in full, force and effect. The IPO, if closed, will be subject to # the Mezzanine Loan, and # that certain mortgage loan in the amount of made by American General Life Insurance Company et al. to the Fee Subsidiaries.
(v) Qualified Financing means, prior to the Companys IPO, any sales of Securities of the Company to purchasers in any financing after the Date of Grant for the principal purpose of raising capital in an aggregate gross cash proceeds amount not less than in one transaction or a series of related transactions. For the sake of clarity, the Companys IPO shall not constitute a Qualified Financing.
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