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. 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. 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. 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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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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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 Services (a) ARTC will request the HVCCC to inform ARTC on a weekly basis of the total number of cancelled services assigned to the Access Holder in the previous week by the Live Run Superintendent Group, as collated and reported by the HVCCC, and whether the total number of cancellations assigned to the Access Holder in that week has had, in the reasonable opinion of the HVCCC, an impact on Capacity, Coal Chain Capacity or the Capacity entitlement of another access holder in that week. (b) To avoid doubt, the number of cancelled services assigned to the Access Holder, as collated and reported by the HVCCC, may include cancellations of services scheduled to be used or operated by or on behalf of another access holder where the cancellation was assigned to the Access Holder by the Live Run Superintendent Group. (c) If ARTC is informed by the HVCCC that the cancellations in clause 11.6(a) have had, in the reasonable opinion of the HVCCC, an impact on Capacity, Coal Chain Capacity or the Capacity entitlement of another access holder, then ARTC may remove Path Usages from the Access Holder’s Base Path Usages in the Period immediately following the Period in which the cancellations had an impact on Capacity, Coal Chain Capacity, or the contractual entitlement of another access holder. (d) If Base Path Usages are removed in accordance with this clause 11.6(c), ARTC will delete the number of removed Path Usages from the Access Holder’s Annual Contracted Path Usages in the relevant Train Path Schedule by notice to the Access Holder. To avoid doubt, a cancellation or a reduction of Path Usages made available to the Access Holder as a result of a Capacity Shortfall under clause 6 will not constitute a cancellation under this clause 11.6. (e) The number of Path Usages to be removed from the Access Holder under (i) in respect of the number of cancellations assigned to the Access Holder due to a single event be no more than two; and (ii) in total will be no more than the number of cancellations reported in clause 11.6. (f) If ARTC is informed by the HVCCC that the cancellations reported in this clause 11.6 have had, in the reasonable opinion of the HVCCC, an impact on Capacity, Coal Chain Capacity or the Capacity entitlement of another access holder, but ARTC has not removed Base Path Usages from the Access Holder, then ARTC will provide written reasons for its decision not to remove Base Path Usages from the Access Holder to: (i) the HVCCC; or (ii) if requested, the Access Holder where it is not a member of the HVCCC, subject to any confidentiality restrictions, within 10 Business Days of making that decision. (g) To avoid doubt, the Access Holder’s obligation to pay TOP Charges will be unaffected by the removal of Base Path Usages under this clause 11.6. (h) Clause 14 does not apply to any determination by ARTC under this clause 11.6. (i) In exercising its rights under clause 11.6, ARTC is entitled to rely on information provided by, and the recommendations and opinions of, the HVCCC. (j) This clause 11.6 is subject to any changes arising from the review under section 5.8 of the Access Undertaking.

  • 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 Rights If the offer of a place and its acceptance are both made entirely at distance by means of post, fax or electronic communication without either parent meeting face to face with a member of the School staff during the contractual process the Parents may cancel this agreement at any time within 14 days of the date of the acceptance form. In such circumstances the Acceptance Deposit and the Additional Deposit, if paid, will be refunded together with any Fees paid pro-rated if the School has provided any educational services under this agreement.

  • Cancellation of Warrant This Warrant shall be canceled upon the Exercise of this Warrant, and, as soon as practical after the Date of Exercise, Holder shall be entitled to receive Common Stock for the number of shares purchased upon such Exercise of this Warrant, and if this Warrant is not exercised in full, Holder shall be entitled to receive a new Warrant (containing terms identical to this Warrant) representing any unexercised portion of this Warrant in addition to such Common Stock.

  • CANCELLATION OF CONTRACT The Division of Procurement Services reserves the right to cancel a contract with a thirty-day written notice OR cancel immediately if the contractor does not conform to terms and conditions and specifications of contract.

  • Cancellation of the Contract You are responsible for paying the full Contract Rate for the entire Contract Period, unless the Contract is canceled in accordance with one of the provisions below. Depending on when and how the Contract is canceled, you may owe the University a Cancellation Fee. The “Cancellation Fee” charged by the University constitutes an amount that will compensate the University for the costs it will incur and/or losses it will suffer as a result of your cancellation, which costs and losses are difficult to quantify. As provided in Section III.e. above, your Deposit may be used to partially defray the Cancellation Fee.

  • 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.

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