Determination of Option Price Sample Clauses

Determination of Option Price. The Option Price is not less than the Fair Market Value of the Common Stock on the Grant Date, except that if the Participant is a Ten-Percent Shareholder, the Option Price is not less than 110% of the Fair Market Value of the Common Stock on the Grant Date. “Fair Market Value” is defined in the Plan to mean the closing price of the Company’s Common Stock as reported on the Nasdaq Global Select Market, or such other system as may supersede it, on a particular date (which for purposes of this Agreement is the Grant Date). In the event that there are no transactions in the Common Stock on such date, the Fair Market Value shall be determined as of the immediately preceding date on which there were transactions in the Common Stock.
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Determination of Option Price. The exercise price of the Execution Stock Option is the Fair Market Value of ArQule’s Common Stock (as defined below) as of the Effective Date as defined in Section 1 of the Employment Agreement between the Company and Executive. The Fair Market Value of ArQule’s Common Stock shall be the closing price of the Common Stock as reported by the NASDAQ National Market on the trading day of the commencement of Executive’s employment with the Company as its Chief Scientific Officer. EXHIBIT D Calculation of the Severance Payment Pursuant to Section 5.1.1(a)(ii), the portion of Executive’s Severance Payment based on bonuses (“Bonus Severance”) awarded to Executive, if any, would be calculated in the following manner: These calculations are for illustrative purposes only and the following assumptions are utilized knowing that going forward exact numbers will change the calculation of the bonus payments: 2008 Salary: $286,000 2008 Bonus Target: 25% 2009 Salary: $325,000 2009 Bonus Target: 30% Example #1: Executive terminated in 2009 Bonus Severance = $68,750 (average of 25% for 2008 and 24% for 2007). Example #2: Executive awarded a 25% bonus for 2008 and 30% for 2009, terminated during 2010 Bonus Severance = $84,500 (average of 2008 and 2009) Example #3: Executive awarded a 25% bonus for 2008, 0% bonus for 2009, terminated during 2010 Bonus Severance = $35,750 (average of year 1 and year 2 bonuses actually awarded)
Sample 1
Determination of Option Price. Within ten (10) Business Days of the Admission Date, Purchaser shall provide Co-Investor with information necessary for the adjustment of the Base Option Price by calculation of the Option Price in accordance with the Purchase Agreement, and Purchaser’s determination of the Option Price based upon such information (“Purchaser’s Determination”). Co-Investor shall have ten (10) Business Days of receipt of Purchaser’s Determination to agree with or provide written notice of its contest of Purchaser’s determination to Purchaser, with particulars as to the nature of Co-Investor’s objection to Purchaser’s Determination (“Objection Notice”). In the event Co-Investor does not timely provide an Objection Notice, Co-Investor shall be deemed to have agreed to Purchaser’s Determination, and the Base Option Price, as so adjusted, shall be the Option Price. If an Objection Notice is timely provided, Purchaser and Co-Investor shall employ good faith efforts to mutually agree upon the Option Price. If, after ten (10) Business Days, such efforts are unsuccessful, Purchaser and Co-Investor shall engage the Accounting Firm for binding arbitration of the Option Price. In performing its review, the Accounting Firm shall review and consider any written materials provided by Purchaser and/or Co-Investor, and, upon request of either Purchaser or Co-Investor, shall have at least one meeting with Purchaser and Co-Investor and their respective representatives. The Accounting Firm shall deliver a written report of its findings and calculation of the Option Price within thirty (30) days of its engagement. The Accounting Firm’s determination of the Option Price shall be final, conclusive and binding on Purchaser and Co-Investor absent manifest error. The fees and costs of the Accounting Firm shall be borne equally by Purchaser and Co-Investor.
Sample 1
Determination of Option Price. Executive shall have the choice of having either one of the following exercise prices:
Sample 1
Determination of Option Price. The exercise price of the Execution Stock Option is the Fair Market Value of ArQule’s Common Stock (as defined below) as of the Effective Date as defined in Section 1 of the Employment Agreement between the Company and Executive. The Fair Market Value of ArQule’s Common Stock shall be the closing price of the Common Stock as reported by the NASDAQ National Market on the trading day of the commencement of Executive’s employment with the Company. EXHIBIT D
Sample 1
Determination of Option Price. The exercise price of the Execution Stock Option is the Fair Market Value of ArQule’s Common Stock (as defined below) as of the Effective Date as defined in Section 1 of the Employment Agreement between the Company and Executive. The Fair Market Value of ArQule’s Common Stock shall be the closing price of the Common Stock as reported by the NASDAQ National Market on the trading day of the commencement of Executive’s employment with the Company. EXHIBIT D Calculation of the Severance Payment Pursuant to Section 5.1.1(a)(ii), the portion of Executive’s Severance Payment based on annual discretionary cash bonuses (“Bonus Severance”) awarded to Executive, if any, would be calculated in the following manner (in all examples, Executive’s Base Salary is assumed to be an annual rate of $325,000): Example #1 — Executive terminated in 2008. Bonus Severance = $113,750 (average of 35% deemed amount for two-year lookback period where Executive did not work for the Company). Example #2 — Executive awarded a 30% bonus for 2008, terminated during 2009. Bonus Severance = $105,625 (average of 30% Year 1 award ($97,500) and 35% deemed amount ($113,750) for the year during the two-year lookback period where Executive did not work for the Company). Example #3 — Executive awarded a 30% bonus for 2008, a 0% bonus for 2009, terminated during 2010. Bonus Severance = $48,750 (average of year 1 and year 2 bonuses actually awarded).
Sample 1
Determination of Option Price. Buyer can elect to purchase the Remaining Stock by providing written notice to Sellers of Buyer's intention to so purchase. Once notice has been given, Buyer and Sellers each will have ten (10) days to provide the other with the name of a Certified Public Accountant ("CPA"). . Upon receiving notification of the names of the respective CPAs, the two CPAs shall nominate a third CPA ("Third CPA"). Sellers will make all of the financial records of the Company available to the Third CPA. The Third CPA shall produce a written appraisal of the value of the Remaining Stock within thirty (30) days of being selected. The value produced by the Third CPA shall be the purchase price for the Remaining Stock, The Buyer shall have thirty (30) days from receipt of the appraisal of the third CPA to pay the purchase price for the Remaining Stock to the Sellers, at which time the Sellers shall transfer, sell and assign their respective interests in the Remaining Stock to the Buyer. Notwithstanding anything to the contrary herein, in no event shall the purchase price of the remaining Stock be less than two million two hundred ten thousand dollars ($2,210,000).
Sample 1
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Determination of Option Price. The Option Price is not less than the Fair Market Value of the Common Stock on the Grant Date. “Fair Market Value” is defined in the Plan to mean the closing price of the Company’s Common Stock as reported on the Nasdaq Global Select Market, or such other system as may supersede it, on a particular date (which for purposes of this Agreement is the Grant Date). In the event that there are no transactions in the Common Stock on such date, the Fair Market Value shall be determined as of the immediately preceding date on which there were transactions in the Common Stock.
Sample 1
Determination of Option Price. The Option Price shall be determined by the mutual agreement of Target and Acquiror on the Option Exercise Date. In the event that Acquiror and Target are unable to agree upon an Option Price, the Acquiror and Target shall retain a mutually agreeable third-party valuation firm to conduct a valuation of Target. Such valuation will be performed at the expense of Target. The final determination by such valuation firm shall be binding on both parties. Following such determination of the Option Price, Acquiror shall notify Target of the number of Acquiror shares that will be tendered by Acquiror as payment of the Option Price promptly upon the making of such determination.
Sample 1

Related to Determination of Option Price

  • Payment of Option Price The purchase price of Common Stock upon exercise of this Option shall be paid in full to the Corporation at the time of the exercise of the Option in cash or by the surrender to the Corporation of shares of previously acquired Common Stock which shall have been held by the Participant for at least six (6) months and which shall be valued at Fair Market Value on the date the Option is exercised, or by a combination of cash and such Common Stock.

  • Determination of Option Rent In the event Tenant timely and appropriately exercises an option to extend the Lease Term, Landlord shall notify Tenant of Landlord’s determination of the Option Rent within thirty (30) days thereafter. If Tenant, on or before the date which is ten (10) days following the date upon which Tenant receives Landlord’s determination of the Option Rent, in good faith objects to Landlord’s determination of the Option Rent, then Landlord and Tenant shall attempt to agree upon the Option Rent using their best good-faith efforts. If Landlord and Tenant fail to reach agreement within ten (10) days following Tenant’s objection to the Option Rent (the “Outside Agreement Date”), then Tenant shall have the right to withdraw its exercise of the option by delivering written notice thereof to Landlord within five (5) days thereafter, in which event Tenant’s right to extend the Lease pursuant to this Section 2.2 shall be of no further force or effect. If Tenant does not withdraw its exercise of the extension option, each party shall make a separate determination of the Option Rent, as the case may be, within ten (10) days after the Outside Agreement Date, and such determinations shall be submitted to arbitration in accordance with Sections 2.2.3.1 through 2.2.3.7, below. If Tenant fails to object to Landlord’s determination of the Option Rent within the time period set forth herein, then Tenant shall be deemed to have objected to Landlord’s determination of Option Rent.

  • Determination of Consideration For purposes of this Section 3, the consideration received by the Company for the issue of any Additional Shares of Common Stock shall be computed as follows:

  • Change in Option Price or Conversion Rate If there is a change at any time in (i) the amount of additional consideration payable to the Company upon the exercise of any Options; (ii) the amount of additional consideration, if any, payable to the Company upon the conversion or exchange of any Convertible Securities; or (iii) the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock (other than under or by reason of provisions designed to protect against dilution), the Exercise Price in effect at the time of such change will be readjusted to the Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed additional consideration or changed conversion rate, as the case may be, at the time initially granted, issued or sold.

  • Determination of Purchase Price The Securities Administrator will be responsible for determining the Purchase Price for any Mortgage Loan that is sold by the Trust or with respect to which provision is made for the escrow of funds pursuant to this Section 2.03 and shall at the time of any purchase or escrow certify such amounts to the Depositor; provided that the Securities Administrator may consult with the Servicer to determine the Purchase Price unless the Servicer is the Purchaser of such Mortgage Loan. If, for whatever reason, the Securities Administrator shall determine that there is a miscalculation of the amount to be paid to the Trust, the Securities Administrator shall from monies in a Distribution Account return any overpayment that the Trust received as a result of such miscalculation to the applicable Purchaser upon the discovery of such overpayment, and the Securities Administrator shall collect from the applicable Purchaser for deposit to the Securities Account any underpayment that resulted from such miscalculation upon the discovery of such underpayment. Recovery may be made either directly or by set-off of all or any part of such underpayment against amounts owed by the Trust to such Purchaser.

  • Change in Option Price or Rate of Conversion If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Convertible Securities, or the rate at which any Convertible Securities are convertible into or exercisable or exchangeable for shares of Common Stock increases or decreases at any time, the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at such time had such Options or Convertible Securities provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 2(b)(iii), if the terms of any Option or Convertible Security that was outstanding as of the date of issuance of this Warrant are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 2(b) shall be made if such adjustment would result in an increase of the Exercise Price then in effect.

  • Certificate of Adjusted Purchase Price or Number of Shares Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

  • Determination of Amount In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units ("Conversion Right") as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "Value" (as defined below) of the portion of the Purchase Option being converted by (y) the Current Market Value (as defined below). The "Value" of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "Current Market Value" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the last sale price of the Common Stock in the principal trading market for the Common Stock as reported by the exchange, Nasdaq or the NASD, as the case may be; (ii) if the Common Stock is not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.

  • Certification of Adjusted Exercise Price or Number of Shares of Common Stock Whenever the Exercise Price or the number of shares of Common Stock issuable upon the exercise of each Warrant is adjusted as provided in Section 11 or 13, the Company shall (a) promptly prepare a certificate setting forth the Exercise Price of each Warrant as so adjusted, and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Warrant Agent and with each transfer agent for the Common Stock a copy of such certificate and (c) instruct the Warrant Agent to send a brief summary thereof to each Holder of a Warrant Certificate.

  • Determination of Fair Market Value For purposes of this Section 10.2, “fair market value” of a share of Common Stock as of a particular date (the “Determination Date”) shall mean:

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