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.
Sample 1

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.

  • Terms of the Option In order to maintain the Option in good standing and earn a 100% right, title and undivided interest in and to the Property, the Optionee, subject to paragraph 2, shall:

  • 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 [# OF SHARES] Shares, subject to adjustment as set forth in the Plan. The purchase price of the Shares subject to the Option shall be $[PRICE] per Share (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.

  • Non-Transferability of the Option The Option may be exercised during the lifetime of the Optionee only by the Optionee and may not be assigned or transferred in any manner except by will or by the laws of descent and distribution.

  • 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.2. In addition, the Repurchase Right shall terminate and cease to be exercisable with respect to any and all Purchased Shares in which Participant vests in accordance with the following Vesting Schedule:

  • Rights and Obligations Survive Exercise of the Warrant Except as otherwise provided herein, the rights and obligations of the Company and the Holder under this Warrant shall survive exercise of this Warrant.

  • Termination of Option (a) Any unexercised portion of the Option shall automatically and without notice terminate and become null and void at the time of the earliest to occur of:

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