Amendment of Options. The Options may be amended by the Company’s Compensation Committee at any time (i) if the Company’s Compensation Committee determines, in its reasonable discretion, that amendment is necessary or advisable in the light of any addition to or change in the Internal Revenue Code of 1986, as amended, or in the regulations issued thereunder, or any federal or state securities law or other law or regulation, which change occurs after the date of grant of an Option and by its terms applies to the Option; or (ii) other than in the circumstances described in clause (i), with the consent of the Optionee.
Amendment of Options. The Options may be amended by the Board at any time (i) if the Board determines, in its reasonable discretion, that amendment is necessary or advisable in the light of any addition to or change in the Internal Revenue Code of 1986, as amended, or in the regulations issued thereunder, or any federal or state securities law or other law or regulation, which change occurs after the date of grant of an Option and by its terms applies to the Option; or (ii) other than in the circumstances described in clause (i), with the consent of the Optionee.
Amendment of Options. (a) By executing this Agreement, the --------------------- Company and the Optionholder hereby amend the agreements evidencing the Company Options as set forth in paragraph 3(b), which amendments shall become effective only if, and upon, the consummation of the transactions contemplated by the Formation Agreement. The Optionholder hereby acknowledges that he or she has received, and has had an opportunity to review with his or her financial or other advisors, the Option Amendment Memorandum dated January [ ], 1999, furnished to him or her by the Company.
Amendment of Options. The Board at any time, and from time to time, may amend the terms of your Option; PROVIDED, HOWEVER, that the rights under your Option shall not be impaired by any such amendment unless without your prior written consent.
Amendment of Options. The grantee named above (the “Grantee”) and Exterran GP LLC on behalf of Exterran General Partner, L.P. (the “Company”) hereby agree to amend pursuant to this Amendment No. 2 to Grant of Options (this “Amendment”) the original grant agreement in respect of the grant of options to purchase Common Units (“Units”) of Exterran Partners, L.P. described above (the “Options”), as amended through the date hereof (the “Grant Agreement”). Except as otherwise provided in this Amendment, the terms and conditions of the Grant Agreement shall remain in full force and effect. In the event of any conflict between the terms of this Amendment and the Exterran Partners, L.P. Long-Term Incentive Plan (the “Plan”), the Plan shall control. Capitalized terms used but not defined in this Amendment shall have the meaning attributed to such terms under the Plan, unless the context requires otherwise.
Amendment of Options. The Company represents and warrants to the Executive that (i) this Agreement has been duly and validly approved by the Board of Directors of the Company and, if necessary, the compensation committee of the Company, and (ii) any and all Board of Directors, compensation committee or other corporate actions that may be required to approve and give effect to this Agreement and the terms set forth herein, including without limitation the amendment to the Legacy Certificate described in Sections 2.1(v) and 2.3 and any amendment to the Stock Option Plan that may be necessary to give effect to the provisions of Sections 2.1(v) and 2.3, have been taken.
Amendment of Options. The Company represents and warrants to the Executive that (i) this Agreement has been duly and validly approved by the Board of Directors of the Company and, if necessary, the compensation committee of the Company, and (ii) any and all Board of Directors, compensation committee or other corporate actions that may be required to approve and give effect to this Agreement and the terms set forth herein, including without limitation the amendment to the Option Certificate described in Section 3(d) and any amendment to the Stock Option Plan that may be necessary to give effect to the provisions of Section 3(d), have been taken. Additionally, by his execution hereof, the Executive acknowledges and agrees to the amendment of those options issued to him pursuant to the Option Certificate that have not vested as of December 31, 2004 to increase the exercise price thereof to $0.52 per share.
Amendment of Options. The Company may alter, amend or terminate the Options only with the Optionee's consent, except as otherwise expressly provided by the Plan or this Agreement.
Amendment of Options. 50 4.11 Officers and Employees of the Company............................................ 50 4.12
Amendment of Options. The Company shall obtain the amendment of all agreements with respect to Options, so as to provide for (a) the acceleration of vesting at the Effective Time; (b) the payment, at the Effective Time, of an option settlement amount in cash and Flexible Shares (subject to any applicable withholding Taxes) equal to the product of (i) the number of shares for which the Option is exercisable multiplied by (ii) the sum of the Merger Consideration plus the Redemption Consideration, minus the per share exercise price of the Option and (c) the cancellation of all Options as of the Effective Time. Assuming the Redemption Consideration consists of Flexible Shares, for each payment of such settlement amount, 76% will be paid in cash and 24% will be paid in Flexible Shares based upon an aggregate value of $38,000,000 for the Flexible Company. The Surviving Company shall bear the cash portion of such settlement amount and the Flexible Company shall bear the balance of such settlement amount. Notwithstanding the foregoing, in the event of a Permitted Transaction that portion of the option settlement amount otherwise payable in Flexible Shares shall be paid in cash.
