Buyer Options. Buyer agrees to grant options to purchase an aggregate of 3,000,000 FM Ordinary Shares (the "Buyer Options") subject to applicable law (i) on the Closing Date to the employees of the Company who have entered into either the Key Company Employee Employment Agreements or the General Employment Agreements, as the case may be, on or prior to the Closing Date and (ii) on the effective date of the respective Key Company Employee Employment Agreements or General Employment Agreements, as the case may be, to employees of the Group Companies who enter into either the Key Company Employee Employment Agreements or the General Employment Agreements subsequent to the Closing Date. The Company may determine, in its sole discretion, to allocate the number of the Buyer Options among such employees in clauses (i) and (ii) above. The Buyer Options will be exercisable at a price per FM Ordinary Share equal to one-tenth of the closing price per ADS as reported on the NASDAQ on the date the Buyer Options are granted.
Buyer Options. Buyer Option Buyer Option NEW NEW EXCLUDED: • Gutters, chimneys, vent and drain lines, roof− mounted installations, leaks over any deck or balcony, or leaks which result from or are caused by any of the following: missing and/or broken shingles or tiles, damage due to persons walking or standing on the roof, construction or repairs not performed in a workmanlike manner, failure to perform normal roof maintenance. DOLLAR LIMITS PER SERVICE AGREEMENT: • Cost to diagnose, repair andfor replace − $1,000. • Faucet repair andfor replacement − $150 per faucet. • Toilet replacement, in the event of sedimentf calcium build-up - $300 per toilet. To learn more, go to 0-00.xxx/xxxxxxxx • At times, State and Federal agencies will pass laws, or regulations, that change what is required when replacing part, or all, of a system such as heating, air conditioning, appliances or electrical. We will cover costs related to the failed item, but not costs related to the additional government requirements. Corrections to code violations are covered up to $250 per Service Agreement, with Supreme Protection, or when HVAC Plus is purchased. • When replacing a system, we are responsible for installing replacement equipment and parts of similar features related to primary function, capacity and efficiency, but not for matching dimensions, brand or color. 2-10 HBW is not responsible for matching any feature of an existing system or appliance that does not contribute to the primary function of that system or appliance. For more information on this, and other coverage details, see the “Terms and Conditions” on page 7 of this Service Agreement.
Buyer Options. At or as soon as practicable after the Closing, Buyer shall grant options to purchase an aggregate of 496,000 shares of Buyer Stock ("Buyer Options") to the employees of the Surviving Corporation identified on SCHEDULE 6.3 attached hereto. The Buyer Options shall be granted to the employees identified on SCHEDULE 6.3 to purchase the number of shares of Buyer Stock set forth opposite the name of each such employee pursuant to the terms of the Buyer's stock option plans, which terms shall include, among other things, an exercise price equal to the fair market value of the Buyer Stock as of the date of grant and annual vesting over a four (4) year term.
Buyer Options. The Buyer Options will, when issued and delivered in accordance with this Agreement, be duly authorized, validly issued and binding obligations of Buyer, enforceable against Buyer in accordance with their terms, subject to the Remedies Exception, and any Buyer Common Stock issued upon exercise thereof in accordance with the terms of the relevant option plan and option agreement will, when issued, be duly authorized, validly issued, fully paid and nonassessable.
Buyer Options. All shares of Buyer Common Stock which may be issued upon the exercise of Substitute Options issued by buyer hereunder will be, when exercised and issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable and not subject to any preemptive rights created by statute, the Certificate of Incorporation or the By-laws of Buyer or any contract to which Buyer is a party.
Buyer Options. 31 7.3 Tax Returns; Tax-Free Reorganization........................... 31 7.4 Non-Competition; Non-Solicitation.............................. 32 7.5 Collection of Receivables...................................... 33
Buyer Options. (a) At the Effective Time, each option to purchase shares of Common Stock (an "OPTION") outstanding under the Company's 2000 Equity Incentive Plan (the "COMPANY STOCK PLAN"), whether vested or unvested, shall be assumed by Buyer and shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Option (including, without limitation, any repurchase rights or vesting provisions) shares of Buyer Stock, except that (i) such Option shall be exercisable for that number of shares of Buyer Stock equal to the product of the number of shares of Common Stock that were issuable upon exercise of such Option immediately prior to the Effective Time multiplied by a fraction, the numerator of which is the Per Share Merger Consideration (as hereinafter defined) and the denominator of which is the Fair Market Value on the Closing Date, rounded down to the nearest whole number of shares of Buyer Stock, and (ii) the per share exercise price for the shares of Stock issuable upon exercise of such assumed Option will be equal to the aggregate exercise price for the Common Stock purchasable pursuant to such Option immediately prior to the Effective Time divided by the number of full shares of Buyer Stock purchasable thereafter in accordance with the foregoing, rounded down to the nearest whole cent. As used herein, the "Per Share Merger Consideration" shall equal a fraction, the numerator of which is the sum of the Note Purchase Price and the aggregate value of the Purchase Shares (determined based on the Fair Market Value on the Closing Date) and the denominator of which is the Company Share Number. As soon as practicable after the Effective Time, Buyer shall deliver to holders of Options appropriate notice setting forth such holders' rights pursuant hereto. It is the intention of the parties that the Options assumed by Buyer qualify following the Effective Time as incentive stock options as defined in Section 422 of the Code to the extent that such Options qualified as incentive stock options immediately prior to the Effective Time.
Buyer Options. 28 4.13 Severance.............................................................................................28 4.14 U.S. Real Property Interest...........................................................................28 4.15 Payment of Outstanding Company Payables...............................................................28 4.16 Termination of 401(k) Plan............................................................................29 ARTICLE V
Buyer Options. On the Closing Date, Buyer will grant options to purchase an aggregate of 1,218,000 shares of its Common Stock to the employees of the Company identified on SCHEDULE 4.12, in such amounts as set forth opposite their name, at a per share exercise price equal to the last reported sale price per share of the Buyer Common Stock on the Nasdaq National Market on the Closing Date. Such options will vest over a four year period as follows: 25% on the first anniversary of the grant date and the remaining 75% shall vest at a rate of 2.083% per month thereafter, subject in each case to continued employment with or service to Buyer following the Closing.
Buyer Options. In the event Buyer provides written notice to Parent and Landcar Management during the Objection Period of any Material Environmental Condition or any Material Property Condition as to a Primary Leased Dealership Property and the applicable New Car Entity is not able to cure such condition in accordance Section 6.3(d)(iii) or Section 6.3(d)(iv), as applicable, then Buyer may elect, in its sole discretion, to either (1) waive any such Material Environmental Condition or Material Property Condition which remains uncured, and in such case, such New Car Entity shall not be deemed an Excluded New Car Entity for purposes of this Agreement or (2) elect to exclude the New Car Entity associated with the Dealership Operation of such Primary Leased Dealership Property to which such Material Environmental Condition or Material Property Condition exists and remains uncured prior to the First Closing and such New Car Entity shall be deemed an Excluded New Car Entity and the Primary Leased Dealership Property shall be removed from the Transactions for purposes of this Agreement.
