Assumption of the Option Sample Clauses

Assumption of the Option. (a) Effective upon (or, as may be necessary to effect the provisions of this Agreement, effective as of immediately prior to) the Effective Time, the outstanding portion of the Option immediately prior to the Effective Time shall become fully vested and exercisable and be assumed by the Parent as to the number of shares of Company Common Stock subject thereto as set forth on Exhibit A (such assumed portion of the Option is hereby referred to as the “Rollover Option”). The Rollover Option shall be converted into a fully vested stock option to acquire a new number of shares of common stock of Parent (“Parent Common Stock”) at a new per share exercise price (“New Exercise Price”) which shall be determined by Parent prior to the Effective Time in a manner that does not result in the grant of a new stock right constituting a deferral of compensation within the meaning of Treasury Regulations Section 1.409A-1(b)(5)(v); provided that, with respect to the Rollover Option, the excess of the aggregate fair market value of the shares of Parent Common Stock (which fair market value shall be equal to the Original Issue Price) subject to the Rollover Option over the aggregate New Exercise Price of such shares of Parent Common Stock immediately after the Effective Time is equal to the excess of the aggregate per share Merger Consideration (as such term is defined in the Merger Agreement) of the shares of Company Common Stock subject to the Rollover Option over the aggregate exercise price for the shares of Company Common Stock subject to the Rollover Option immediately before the Effective Time. The number of shares of Parent Common Stock covered by the Rollover Option and the New Exercise Price for those shares shall be communicated to the Optionee in writing at or immediately following the Effective Time. The number of shares set forth in Exhibit A assumes that no portion of the Rollover Option is exercised or otherwise terminates for any reason prior to the Effective Time, and in the event that any portion of the Rollover Option is exercised or terminates prior to the Effective Time, corresponding adjustments shall be made to the numbers set forth in Exhibit A to reflect such exercise or termination so that the total shares of common stock into which the Rollover Option is convertible remains the same and the Optionee agrees that he shall not exercise the Rollover Option to the extent the terms of this Agreement are not satisfied as a result, and any such attempted ex...
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Assumption of the Option. If the Option is assumed in connection with a Change in Control, then the Option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities which would have been issuable to the Participant in consummation of such Change in Control had the Option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same.
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Related to Assumption of the Option

  • Termination of the Option The Option shall terminate and may no longer be exercised after the first to occur of (a) the close of business on the Option Expiration Date, (b) the close of business on the last date for exercising the Option following termination of the Participant’s Service as described in Section 7, or (c) a Change in Control to the extent provided in Section 8.

  • Nature of the Option This Option is intended to be a nonstatutory stock option and is not intended to be an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), or to otherwise qualify for any special tax benefits to the Optionee.

  • Grant of the Option The Company hereby grants to the Participant the right and option (the “Option”) to purchase, on the terms and conditions hereinafter set forth, all or any part of an aggregate of Shares, subject to adjustment as set forth in the Plan. The purchase price of the Shares subject to the Option shall be $ (the “Option Price”). The Option is intended to be a non-qualified stock option, and is not intended to be treated as an option that complies with Section 422 of the Internal Revenue Code of 1986, as amended.

  • Exercise of the Option The Optionee may exercise the Option, from time to time and at any time, beginning on the first anniversary of this Agreement. The grant of the Option shall not confer upon the Optionee any right to be employed by the Company nor limit in any way the right of the Company to terminate the employment of the Optionee at any time.

  • Repayment at the Option of the Holder Unless a Repayment Right is specified on the face hereof, this Security shall not be repayable at the option of the Holder on any date prior to the Maturity Date specified on the face hereof, other than in connection with any applicable Survivor's Option (defined below). If a Repayment Right is so specified, this Security is subject to repayment at the option of the Holder on any Interest Payment Date on and after the date, if any, indicated on the face hereof (each, a "Repayment Date"). On any Repayment Date, this Security shall be repayable in whole or in part in increments of $1,000 at the option of the Holder hereof at a repayment price equal to 100% of the principal amount to be repaid, together with accrued interest thereon to the Repayment Date. In order for a Security to be repaid in whole or in part at the option of the Holder, the Trustee must receive, at the Corporate Trust Office, or such other office of which the Company shall from time to time notify the Holders of the Securities, at least 30 days but not more than 60 days prior to the Repayment Date on which this Security is to be repaid, this Security with the form entitled "Option to Elect Repayment" below duly completed. Once this Security is delivered for repayment, the Holder may not revoke its exercise of the repayment option.

  • Termination of the Repurchase Right The Repurchase Right shall terminate with respect to any Unvested Shares for which it is not timely exercised under Paragraph C.

  • Assignment of Option Except as otherwise permitted by the Committee, the rights of the Optionee under the Plan and this Agreement are personal; no assignment or transfer of the Optionee’s rights under and interest in this Option may be made by the Optionee otherwise than by will, by beneficiary designation, by the laws of descent and distribution or by a qualified domestic relations order; and this Option is exercisable during his lifetime only by the Optionee, except as otherwise expressly provided in this Agreement. After the death of the Optionee, exercise of the Option shall be permitted only by the Optionee’s designated beneficiary or, in the absence of a designated beneficiary, the Optionee’s executor or the personal representative of the Optionee’s estate (or by his assignee, in the event of a permitted assignment) to the extent that the Option is exercisable on or after the date of the Optionee’s death, as set forth in Sections 2(a) and 3(d) hereof.

  • Termination of Option (a) The Optionee’s right to exercise any options that have vested and are exercisable shall terminate on the earliest of the following dates: (i) The Expiration Date; (ii) Subject to subsections (c) and (d) below, the date which is six (6) months from the date on which the Optionee ceases to act as an officer of the Company or any subsidiary of the Company; (iii) In the event of the termination of the Optionee as an officer of the Company or any subsidiary of the Company as a result of a breach of the Optionee’s obligations to the Company or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and (iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”). (b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates: (i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company; (ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and (iii) The date of the Optionee’s death or the Disability Determination Date, as applicable. (c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position. (d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer of the Company or any subsidiary of the Company shall terminate on the earliest of the Expiration Date and the date which is six (6) months after the date of death.

  • NONTRANSFERABILITY OF THE OPTION The Option may be exercised during the lifetime of the Optionee only by the Optionee or the Optionee's guardian or legal representative and may not be assigned or transferred in any manner except by will or by the laws of descent and distribution. Following the death of the Optionee, the Option, to the extent provided in Section 7, may be exercised by the Optionee's legal representative or by any person empowered to do so under the deceased Optionee's will or under the then applicable laws of descent and distribution.

  • Optional Repurchase (a) So long as the Transferor is the Servicer or an Affiliate of the Servicer, on any day occurring on or after the date on which the Invested Amount is reduced to 5% or less of the Initial Invested Amount, such Transferor shall have the option to purchase the Series 2024-3 Certificateholders’ Interest, at a purchase price equal to (i) if such day is a Distribution Date, the Reassignment Amount for such Distribution Date or (ii) if such day is not a Distribution Date, the Reassignment Amount for the Distribution Date following such day. If, on the date on which the Transferor exercises such option, the long-term unsecured debt obligations of such Transferor purchasing the Series 2024-3 Certificateholders’ Interest is not rated at least in the third highest rating category by the Rating Agency, such Transferor shall deliver to the Trustee, with a copy to the Rating Agency, an Officer’s Certificate of such Transferor which shall have attached to it the relevant fraudulent conveyance statute, if any, and set forth the factual basis for a conclusion that the exercise of such optional repurchase would not constitute a fraudulent conveyance of such Transferor. (b) The Transferor shall give the Servicer and the Trustee at least 30 days prior written notice of the date on which the Transferor intends to exercise such purchase option. Not later than 12:00 noon, New York City time, on such day the Transferor shall deposit the Reassignment Amount into the Collection Account in immediately available funds. Such purchase option is subject to payment in full of the Reassignment Amount. Following the deposit of the Reassignment Amount into the Collection Amount in accordance with the foregoing, the Invested Amount for Series 2024-3 shall be reduced to zero and the Series 2024-3 Certificateholders shall have no further interest in the Receivables. The Reassignment Amount shall be distributed as set forth in subsection 8.01(b).

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