Cancellation of the Options Sample Clauses

Cancellation of the Options. The Company and the Optionee acknowledge and agree that the Specified Option shall automatically be surrendered, canceled and shall cease to exist immediately upon the Effective Date.
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Cancellation of the Options. The Company and the Optionee acknowledge and irrevocably agree that the Option(s) is hereby automatically surrendered, canceled and shall cease to exist immediately prior to the Effective Time of the Merger, as that term is defined in the Merger Agreement. In addition, from the date of execution of this Agreement to the Effective Time of the Merger, the Optionee irrevocably agrees not to exercise any of the Option(s).
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Cancellation of the Options. At the Closing, each of the Buyer and the Company shall cancel all of the Options acquired by it pursuant to this Agreement.
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Cancellation of the Options. If at any time the Average Price of the common stock, par value $.01 per share, of the Company (the “Common Stock”) equals or exceeds $3.00 per share, the Company unilaterally may elect, in its sole discretion, to cancel the Options, in whole or in part, by delivering a notice of cancellation (a “Cancellation Notice”) to each Purchaser by facsimile and overnight courier (the date that the Cancellation Notice is given being referred to as the “Cancellation Notice Date”). The cancellation shall take effect at 5:00 p.m., Washington, D.C. time, on the tenth Trading Day following the Cancellation Notice Date (the “Cancellation Time”). Notwithstanding anything in this Section 3, the Company shall effect the exercise of the Options pursuant to Section 2 if the Exercise Notice is received by the Company before the Cancellation Time.
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Cancellation of the Options. Upon the terms and subject to the conditions contained herein, the Company shall take all actions required to: (a) cause each outstanding vested Option that is unexpired, unexercised and outstanding immediately prior to the Closing Date and which is vested and exercisable to be cancelled immediately prior to the Closing and (b) cause each outstanding unvested Option that is unexpired, unexercised and outstanding immediately prior to the Closing Date to become fully vested and cancelled immediately prior to the Closing (collectively, the “Vested Company Options”), in each case in exchange for the consideration to be paid by the Paying Agent to the applicable holder of Options pursuant to the terms of this Agreement and the Paying Agent Agreement, subject to delivery by each such holder to the Paying Agent of an executed letter of transmittal in the form of Exhibit E (attaching and incorporating by reference therein a Management Employee Restrictive Covenant Agreement with respect to each Management Employee Seller who is also a holder of Options) (the “Optionholder Letter of Transmittal”), equal to the product of: (i) the aggregate number of Ordinary Shares into which such Vested Company Option is exercisable as of immediately prior to the Closing multiplied by (ii) the excess, if any, of (A) the Per Ordinary Share Consideration, over (B) the per share exercise price for such Vested Company Option, subject to the terms of this Agreement. At the Closing, the Vested Company Options held by each holder of Options shall terminate and cease to be outstanding and each holder thereof shall cease to have any rights with respect thereto, except the right to receive consideration with respect thereto in accordance with this Section 2.3, upon the execution by such holder of Options of the Optionholder Letter of Transmittal, and each Vested Company Option shall be cancelled and of no further force and effect. Any amounts payable pursuant to this Section 2.3 with respect to Options held by current or former employees or consultants of the Company may be paid to the holder of such Options by the Paying Agent pursuant to the terms of this Agreement and the Paying Agent Agreement in accordance with the Company’s standard payroll procedures, except that such amount with respect to Section 102 Options that are held by the Section 102 Trustee (the “102 Cash Consideration”), shall be paid to the Section 102 Trustee, who shall make such payments in accordance with the Option Ta...
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Related to Cancellation of the Options

  • Cancellation of Options In exchange for the consideration described in Section 1.2 below, the Participant hereby agrees that the Award Agreement and the Participant’s interests in the Underwater Options shall be cancelled, terminated, and of no further force or effect, effective as of the Effective Date, and that neither the Company nor the Participant shall have any further rights or obligations with respect to the Award Agreement, the Underwater Options, or with respect to which any shares of Common Stock that could have been acquired upon vesting and exercise of the Underwater Options.

  • Cancellation of Shares If the Corporation shall make available, at the time and place and in the amount and form provided in this Agreement, the consideration for the Purchased Shares to be repurchased in accordance with the provisions of this Agreement, then from and after such time, the person from whom such shares are to be repurchased shall no longer have any rights as a holder of such shares (other than the right to receive payment of such consideration in accordance with this Agreement). Such shares shall be deemed purchased in accordance with the applicable provisions hereof, and the Corporation shall be deemed the owner and holder of such shares, whether or not the certificates therefor have been delivered as required by this Agreement.

  • Cancellation of Warrants In the event the Company shall purchase or otherwise acquire Warrants, the same shall thereupon be cancelled and retired. The warrant agent (if so appointed) shall cancel any Warrant surrendered for exchange, substitution, transfer or exercise in whole or in part.

  • Cancellation of Warrant This Warrant shall be canceled upon its exercise and, if this Warrant is exercised in part, the Company shall, at the time that it delivers Warrant Shares to the Holder pursuant to such exercise as provided herein, issue a new warrant, and deliver to the Holder a certificate representing such new warrant, with terms identical in all respects to this Warrant (except that such new warrant shall be exercisable into the number of shares of Common Stock with respect to which this Warrant shall remain unexercised); provided, however, that the Holder shall be entitled to exercise all or any portion of such new warrant at any time following the time at which this Warrant is exercised, regardless of whether the Company has actually issued such new warrant or delivered to the Holder a certificate therefor.

  • CANCELLATION OPTION If, and only if, an Expansion Failure Event or a Corporate Transfer Event occurs, then Tenant will have the one-time right to terminate this Lease (the “Cancellation Option”) effective as of the last day of the 66th full calendar month of the Lease Term (the “Early Termination Date”). If neither an Expansion Failure Event nor a Corporate Transfer Event occurs, then the Cancellation Option and the provisions of this Section 38.0 will be of no force or effect. Tenant will exercise the Cancellation Option by delivering written notice to Landlord along with the Cancellation Fee (defined below) on or before the date (“Early Termination Notice Deadline”) which is either (i) if the then existing Premises consists of the Premises initially leased hereunder, the date which is 270 days prior to the Early Termination Date, or (ii) if the then existing Premises consists of the Premises initially leased hereunder plus additional premises in the Building, the date which is 365 days prior to the Early Termination Date, time being of the essence. Failure by Tenant to deliver such written notice and pay the Cancellation Fee on or before the Early Termination Notice Deadline will constitute a waiver of Tenant’s Cancellation Option. Landlord will not be obligated to honor the Cancellation Option, and this Section 38.0 shall be null and void, if, on the date of Landlord’s receipt of Tenant’s termination notice, a Default exists. If Tenant elects to terminate this Lease as provided herein, Tenant must pay to Landlord an early termination fee in an amount equal to the sum of the following (plus any applicable sales tax): (a) one month’s Base Rent at the rate (that would have been) applicable in 67th full calendar month of the Lease Term, plus (b), the monthly installment of Tenant’s Share of estimated Expenses and Taxes applicable for such 67th full calendar month, plus (c) the unamortized costs incurred by Landlord in connection with the Leasehold Improvements performed pursuant to the Work Letter Agreement attached hereto (assuming that all such costs were expended on the Commencement Date, regardless of the date of actual expenditure), plus the unamortized cost of leasing commissions and attorneys’ fees paid by Landlord in connection with this Lease, plus the unamortized amount of all Base Rent and Tenant’s Share of Expenses and Taxes abated or reduced ($353,193.75) in respect of the initial Premises, in each case as of the Early Termination Date, amortized over the period beginning on the Commencement Date through the Expiration Date as determined under the Section 1.0 and Article 3, using an interest rate of 9% per annum, plus (d) the unamortized cost of any allowance or other economic concessions, if any, granted by Landlord, and of any commission paid by Landlord, and any rental abatement granted by Landlord, with respect to Tenant’s exercise of its right of first refusal, or any other expansion of the Premises (assuming that all such costs were expended on the commencement date for such expansion space, regardless of the date of actual expenditure), plus the unamortized cost of leasing commissions and attorneys’ fees paid by Landlord in connection with such expansion, in each case as of the Early Termination Date, amortized over the period beginning on the commencement date for such expansion space through the Expiration Date as determined under the Section 1.0 and Article 3, using an interest rate of 9% per

  • Cancellation All Notes surrendered for payment, registration of transfer, exchange or redemption shall, if surrendered to any Person other than the Indenture Trustee, be delivered to the Indenture Trustee and shall be promptly cancelled by the Indenture Trustee. The Issuer may at any time deliver to the Indenture Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Indenture Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Notes may be held or disposed of by the Indenture Trustee in accordance with its standard retention or disposal policy as in effect at the time unless the Issuer shall direct by an Issuer Order that they be destroyed or returned to it; provided, that such Issuer Order is timely and the Notes have not been previously disposed of by the Indenture Trustee.

  • Cancellation of Treasury Shares Each share of Company Common Stock held in the Company treasury and each share of Company Common Stock, if any, owned by any wholly-owned subsidiary of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof.

  • Termination of Options The Options, which become exercisable as provided in paragraphs 3 and 4 above, shall terminate and be of no force or effect as follows:

  • Cancellation of Debt The Borrower shall not cancel any claim or debt owing to it, except for reasonable consideration or in the ordinary course of business.

  • Cancellation of Agreement In the event that prior to the Closing Date (a) trading in securities on the New York Stock Exchange generally, or in securities of the Bank in particular, shall have been suspended, or minimum prices established by the New York Stock Exchange, or any new restrictions on transactions in securities shall have been established by the New York Stock Exchange or by the Commission or by any other United States Federal or State agency or by any action of the United States Congress or by executive order to such a degree as, in your judgment as the Representatives, to affect materially and adversely the marketing of the Securities or (b) existing financial, political or economic conditions in Europe, the United States or elsewhere shall have undergone any change which, in your judgment as the Representatives, would materially and adversely affect the market for the Securities, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by you, as the Representatives, without liability on the part of any Underwriter to the Bank or of the Bank to any Underwriter, subject to Section 11(e). Notice of such cancellation shall be given to the Bank in writing, or by cable or telephone confirmed in writing.

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