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Employee Share Options Sample Clauses

Employee Share Options. Employee Share Options may be granted as the Board sees fit to employees of the Company and its Subsidiaries provided that the initial pool of such Employee Share Options shall in aggregate relate to a number of Shares which does not exceed 12% of the issued share capital of the Company at the date of this Agreement (fully diluted to take account of such Employee Share Options).
Sample 1
Employee Share Options. Save with Founder Consent, the consent of a Series A Majority and a Series B Majority, the Company shall not issue options to directors, employees and consultants of any Group Company save for options in respect of a maximum of 915,613 B Ordinary Shares (including all option giants currently pending) pursuant to the Share Option Plan, the recipients and the terms of all such option grants to be approved by the Board.
Sample 1
Employee Share Options. The Company has issued options to the following employees to acquire the number of shares set forth next to each such employee’s name below: None. See SEC Reports. Pursuant to the Subscription Agreements, dated October 23, 2009, by and between the Company and the investors that are signatories thereto, the Company must notify the co-placement agents for such transaction of the issuance contemplated by the Agreement and grant to each investor a right of first refusal to participate in the transaction. Such notice has been given and the period for exercise of such right has expired. None. None. See SEC Reports. See SEC Reports. See SEC Reports. See SEC Reports.
Sample 1
Employee Share Options. Within [ ] Business Days of the Completion Date, the Company shall adopt a Share Option Plan in a form acceptable to the Investor Majority whereby options over Ordinary Shares (subject to a maximum option pool of [ ] Ordinary Shares) may be granted to directors, employees and consultants of the Company pursuant to the Share Option Plan in such number as may be decided by the Board (with the consent of the Investor Directors). [Note insert relevant details]
Sample 1
Employee Share Options. All employee share option plans of the ---------------------- Company shall have been terminated and all Employee Share Options issued thereunder shall have been duly accelerated (if necessary) and exercised through Cashless Exercises, and Sellers shall have provided to Purchaser written evidence, in form and substance reasonably satisfactory to Purchaser, that such Employee Share Options have been so exercised. For purposes of this Section 7.13 and elsewhere in this Agreement, "Cashless Exercise" shall mean the exercise of ----------------- an Employee Share Option whereby, rather than pay the applicable exercise price of the Employee Share Option in cash to the Company in consideration of the full number of Shares underlying such Employee Share Option, the holder thereof tenders such Employee Share Option to the Company in consideration of the number of Shares (rounded upwards to the nearest whole number of Shares) having a fair market value (determined by reference to the Purchase Price) equal to the difference between (a) the fair market value (determined by reference to the Purchase Price) of the Shares underlying such Employee Share Option and (b) the aggregate exercise price of such Employee Share Option. The Board of Directors of the Company shall cause all of the granted Employee Share Options to be accelerated by the holders of such options. Sellers shall have provided to Purchaser (i) written evidence, in form and substance reasonably satisfactory to Purchaser, that all individual income tax payable in the PRC in connection with the exercise of such Employee Share Options has been duly paid or (ii) an opinion of counsel in form and substance reasonably satisfactory to Purchaser to the effect that no such taxes are payable, along with representation and indemnification letters from the relevant Sellers in form and substance reasonably satisfactory to the Purchaser to the effect that no such taxes are payable.
Sample 1
Employee Share Options. (a) Parent is not assuming or continuing any Company Share Option Plan. Parent is not continuing, assuming or substituting for any Company Options or other convertible securities granted under any Company Share Option Plan. With effect immediately prior to and conditional upon the Closing, and in accordance with the terms of each Company Share Option Plan, the vesting and exercisability of all outstanding Company Options granted under such Company Share Option Plan shall be accelerated in full. At or prior to the Closing, the board of directors of the Company shall adopt any resolutions, in form and substance reasonably satisfactory to Parent, and take any actions which are necessary, to effectuate the provisions of this Section 1.5(a), including the adoption of resolutions terminating each Company Share Option Plan. (b) The Company shall enter into such agreements, in form and substance reasonably satisfactory to Parent, and take any actions which are necessary, in each case at or prior to the Closing, to terminate and cancel all outstanding Company Options granted under each Company Share Option Plan that have not been exercised prior to the Closing, without the payment of any additional consideration to the holders of such Company Options. (c) By executing this Agreement, each Shareholder hereby acknowledges and agrees that all outstanding Company Rights held by such Shareholder that are not exercised as of immediately prior to the Closing shall, as of the Closing, be deemed automatically canceled and no longer represent the right to acquire Company Common Shares or any other securities of the Company, Parent or any of their Affiliates, and all agreements between the Company and such Shareholder relating to such Company Rights shall be deemed terminated in their entirety, void and of no further force or effect.
Sample 1
Employee Share Options. Holdings hereby agrees that it will not issue share options or similar rights to employees of Holdings and its subsidiaries except in accordance with good business practices and in accordance with a share option plan previously notified to the Purchasers.
Sample 1
Employee Share Options. Within [ ] Business Days of the Completion Date, the Company shall adopt a Share Option Plan in a form acceptable to the Investor Majority (subject to a maximum option pool of [ ] Ordinary Shares (the “Share Option Pool”)). [Note insert relevant details] The members of the Board immediately following Completion shall be [the Founders] and the Investor Director (if appointed). Board meetings will be held at intervals of not more than [ ] weeks. [Note: insert details] For so long as the Investors hold not less than [ ]% of the issued equity shares in the Company from time to time they shall have the right to appoint and maintain in office such natural person as the Investor Majority may from time to time nominate as a director of the Company (and as a member of each and any committee of the Board) and to remove any director so appointed and, upon his removal whether by the Investors or otherwise, to appoint another director in his place. [The Investors shall have the right to appoint one person as the Investor Majority may from time to time nominate to act as an observer to the Board. The observer shall be entitled to attend and speak at all meetings of the Board and receive copies of all board papers as if he were a Director but shall not be entitled to vote on any resolutions proposed at a board meeting.] Appointment and removal of the Investor Director and any observer appointed by the Investors shall be by written notice to the Company which shall take effect on delivery at its registered office or at any meeting of the Board or committee thereof. The Company shall send to the Investors, the Investor Director and any observer appointed by the Investors: reasonable advance notice of each meeting of the Board (being not fewer than five Business Days) and each committee of the Board, such notice to be accompanied by a written agenda specifying the business to be discussed at such meeting together with all relevant papers; and as soon as practicable after each meeting of the Board (or committee of the Board) a copy of the minutes. Save with the prior written consent of the Investor Director (if appointed), no business shall be transacted at any meeting of the Board (or committee of the Board) save for that specified in the agenda referred to in clause 8.5. The Company will reimburse the Investor Director with the reasonable costs and out of pocket expenses incurred by him in respect of attending meetings of the Company or carrying out authorised business on ...
Sample 1
Employee Share Options. 10.1 The parties acknowledge and agree that any options held by any employee of Midas (including the Sellers) under the rules of the Tier Technologies Inc, Class B Common Stock Amended and Restated 1996 Equity Incentive Plan ("the Plan") and whose options are deemed to have vested as at today's date under the rules of the Plan and the terms of grant of such options, shall be exercisable in accordance with the rules of the Plan and the terms of grant of the options, but only for so long as the rules and terms of grant provide, but that any options granted to any such employee under the plan that have not vested as at today's date shall automatically lapse. 10.2 In consideration of Tier's entry into this Agreement, the Sellers and Ingleby hereby agree to indemnify and keep indemnified Tier and every member of the Tier group of companies in respect of all damages, losses, costs, liabilities and expenses arising from or in connection with the lapse of any options as contemplated in clause 10.1.
Sample 1

Related to Employee Share Options

  • Share Options With respect to the share options (the “Share Options”) granted pursuant to the share-based compensation plans of the Company and its subsidiaries (the “Company Share Plans”), (i) each Share Option intended to qualify as an “incentive stock option” under Section 422 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), so qualifies, (ii) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was made in accordance with the terms of the Company Share Plans, the Exchange Act, and all other applicable laws and regulatory rules or requirements, including the rules of the New York Stock Exchange (the “Exchange”), and (iv) each such grant was properly accounted for in accordance with IFRS in the financial statements (including the related notes) of the Company. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Share Options prior to, or otherwise coordinating the grant of Share Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or prospects.

  • Employee Options A regular employee who is subject to displacement shall have the right to select one of the following options. Upon written presentation of the options, the employee shall have 3 full working days to select an option. This time limit may be extended by the mutual agreement of the Parties: (a) accept training, if applicable; or (b) accept placement in a vacant position, either within or outside the bargaining unit, in accordance with the provisions of this Article; or (c) exercise the bumping rights referred to in this Article; or (d) accept layoff, retaining the right to recall and to severance pay in accordance with this Agreement; or (e) accept severance in accordance with Article 9.03 of this Agreement.

  • Employee Stock Options Except as provided in this Agreement or pursuant to the provisions of any Plan or employee or director stock option agreement as in effect on the date hereof, from the date hereof Company will not accelerate the vesting or exercisability of or otherwise modify the terms and conditions applicable to the Employee Stock Options. At the Effective Time, each of the Employee Stock Options which is outstanding and unexercised at the Effective Time shall be converted automatically into an option to purchase Parent Shares in an amount and at an exercise price determined as provided below (and otherwise subject to the terms of the stock option plans of Company governing the Employee Stock Options (the "Company Stock Option Plans")): (1) The number of Parent Shares to be subject to the new option shall be equal to the product of the number of Shares subject to the original option and the Exchange Ratio, PROVIDED that any fractional Parent Shares resulting from such multiplication shall be rounded down to the nearest share and, except with respect to any options which are intended to qualify as "incentive stock options" (as defined in section 422 of the Code ("ISOs")), Parent shall pay an amount in cash to the holder of such Employee Stock Option equal to the fair market value immediately prior to the Effective Time of such fractional Parent Shares calculated based on the average closing price on the New York Stock Exchange for the last five trading days immediately preceding the day prior to the Effective Time; and (2) The exercise price per Parent Share under the new option shall be equal to the aggregate exercise price of the original option divided by the total number of full Parent Shares subject to the new option (as determined under (1) immediately above), PROVIDED that such exercise price shall be rounded up to the nearest cent. The adjustment provided herein with respect to any ISOs shall be and is intended to be effected in a manner that is consistent with section 424(a) of the Code. The duration and other terms of the new option shall be the same as that of the original option, except that all references to Company shall be deemed to be references to Parent. Parent shall file with the SEC a registration statement on Form S-8 (or other appropriate form) or a post-effective amendment to the Registration Statement as promptly as practicable after the Effective Time for purposes of registering all Parent Shares issuable after the Effective Time upon exercise of the Employee Stock Options, and shall have such registration statement or post-effective amendment become effective and comply, to the extent applicable, with state securities or blue sky laws with respect thereto at the Effective Time.

  • Share Option Plans Each share option granted by the Company under the Company’s share option plan was granted (i) in accordance with the terms of the Company’s share option plan and (ii) with an exercise price at least equal to the fair market value of the Ordinary Shares on the date such share option would be considered granted under GAAP and applicable law. No share option granted under the Company’s share option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, share options prior to, or otherwise knowingly coordinate the grant of share options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.

  • Company Stock Options (a) At the Effective Time, Parent shall assume, by virtue of this Agreement and without any further action on the part of the Company, all of the Company's obligations with respect to each outstanding Company Stock Option, whether vested or unvested. Unless otherwise elected by Parent prior to the Effective Time, Parent shall make such assumption in such manner that Parent (i) is a corporation "assuming a stock option in a transaction to which Section 424(a) applies" within the meaning of Section 424 of the Code or (ii) to the extent that Section 424 of the Code does not apply to such Company Stock Option, would be such a corporation were Section 424 of the Code applicable to such Company Stock Option; and, if not so otherwise elected, after the Effective Time, all references to the Company in the Company Stock Plans and the applicable Company Stock Option agreements shall be deemed to refer to Parent, which shall have assumed the Company Stock Plans as of the Effective Time by virtue of this Agreement and without any further action on the part of the Company or Parent. Each Company Stock Option so assumed by Parent under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the applicable Company Stock Plan and the applicable Company Stock Option as in effect immediately prior to the Effective Time, except as otherwise provided in Section 3.05. Parent shall use all reasonable efforts to ensure that Company Stock Options intended to qualify as incentive stock options under Section 422 of the Code prior to the Effective Time continue to so qualify after the Effective Time. (b) With respect to the Company Stock Plans, Parent shall take all corporate action necessary or appropriate to, as soon as practicable after the Effective Time, file a registration statement on Form S-8 (or any successor or other appropriate form) with respect to the shares of Parent Common Stock subject to such plan to the extent such registration statement is required under applicable law in order for such shares of Parent Common Stock to be sold without restriction, and Parent shall use its best efforts to maintain the effectiveness of such registration statements (and maintain the current status of the prospectuses contained therein) for so long as such benefits and grants remain payable and such options under such plans remain outstanding.

  • Stock Options (i) As of the close of business on October 19, 2007: (i) 3,359,430 shares of Company Common Stock were subject to issuance pursuant to outstanding options to purchase Company Common Stock under the Company Stock Plans (the “Company Options”) and (ii) 920,296 shares of Company Common Stock were reserved for future issuance pursuant to Company Options or other equity-based awards available for grant under the Company Stock Plans. Since the close of business on October 19, 2007 through the execution of this Agreement, no Company Options have been granted and no shares of Company Common Stock have been reserved for future issuance pursuant to Company Options or other equity-based awards available for grant under the Company Stock Plans. There are no outstanding or authorized stock appreciation, phantom stock or other similar rights (whether payable in stock, cash or other property) with respect to the Company. (ii) Section 2.2(a) of the Company Disclosure Letter sets forth a list of each outstanding Company Option issued and (a) the particular Company Stock Plan (if any) pursuant to which such Company Option was granted, (b) the name and last known state of domicile of the holder of such Company Option (provided, however, that the Company may redact names of employees (other than with respect to officers of the Company) from such list), (c) the number of shares of Company Common Stock subject to such Company Option, (d) the exercise price of such Company Option (and whether such option is subject to Section 409A of the Code), (e) the date on which such Company Option was granted, (e) the applicable vesting schedule (including any acceleration provisions with respect thereto), and the extent to which such Company Option is vested and exercisable as of the date hereof, (f) the date on which such Company Option expires, and (g) whether such Company Option is intended to qualify as an incentive stock option as defined in Section 422 of the Code. All shares of Company Common Stock subject to issuance under the Company Stock Plans, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. True and complete copies of the forms of all agreements relating to Company Options issued under the Company Stock Plans have been provided to Parent, such forms of agreements are not materially different from the agreements evidencing such Company Options (other than with respect to the name of the holder, the per share exercise price, the number of shares subject to such Company Options and the applicable vesting schedule), and such agreements and instruments have not been amended, modified or supplemented, and the Company has no obligations under any Contract to amend, modify or supplement such agreements in any case from the forms provided to Parent (or the actual agreements evidencing such Company Options).

  • Employee Stock Unless otherwise approved by the Board of Directors, including at least one of the Preferred Directors, all future employees and consultants of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (i) vesting of shares over a four (4) year period, with the first twenty-five percent (25%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal quarterly installments over the following thirty-six (36) months, and (ii) a market stand-off provision substantially similar to that in Subsection 2.11. In addition, unless otherwise approved by the Board of Directors, including at least one of the Preferred Directors, the Company shall retain a “right of first refusal” on employee transfers until the Company’s IPO and shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock.

  • Employee Stock Purchase Plan As soon as practicable following the date of this Agreement, the board of directors of the Company (or the appropriate committee thereof) shall take all necessary actions, including adopting any necessary resolutions and amendments, to (i) terminate the 2002 Employee Stock Purchase Plan (the “Stock Purchase Plan”) as of no later than immediately prior to the Effective Time, (ii) ensure that no option period under the Stock Purchase Plan shall be commenced on or after the date of this Agreement, (iii) if the Effective Time shall occur prior to the end of the option periods in existence under the Stock Purchase Plan on the date of this Agreement, cause a new exercise date to be set under the Stock Purchase Plan, which date shall be the end of the payroll period that is at least ten (10) Business Days prior to the anticipated Effective Time, (iv) prohibit participants in the Stock Purchase Plan from altering their payroll deductions from those in effect on the date of this Agreement (other than to discontinue their participation in the Stock Purchase Plan in accordance with the terms and conditions of the Stock Purchase Plan), (v) provide that the amount of the accumulated contributions of each participant under the Stock Purchase Plan as of immediately prior to the Effective Time shall, to the extent not used to purchase shares of Company Common Stock in accordance with the terms and conditions of the Stock Purchase Plan (as amended pursuant to this Section 2.11), be refunded to such participant as promptly as practicable following the Effective Time (without interest); and (vi) ensure that no current or former employees, officers, directors or other service providers of Company and its Subsidiaries or their beneficiaries have any right to receive shares of Parent Common Stock under the Stock Purchase Plan.

  • Stock Option Subject to approval by the Board, the Company will grant Executive, during the fourth calendar quarter of 2015 (and subject to Executive’s continued employment with the Company through the grant date), under the Company’s 2015 Equity Incentive Plan (the “Plan”), an incentive stock option to purchase 130,444 shares of Company common stock (an “Option”), with an exercise price equal to $1.12 per share, which is equal to the fair market value of the shares of Company common stock underlying the Option on the grant date. Subject to Executive’s continued employment with the Company through the applicable vesting date, the Option will vest and become exercisable with respect to one-forty-eighth (1/48th) of the shares subject thereto on each monthly anniversary of January 1, 2016. Notwithstanding the foregoing, if the Company experiences a Change in Control (as defined in the Plan) prior to the full vesting (or forfeiture) of the Option and Executive’s employment is terminated by the Company without Cause (as defined below) within three (3) months prior to the consummation of such Change in Control, then, subject to Section 6(b) below, one hundred percent (100%) of any then-unvested portion of the Option will vest and become exercisable immediately prior to such Change in Control. In addition, (i) if the Company experiences a Change in Control (as defined in the Plan) prior to the full vesting (or forfeiture) of the Option and Executive remains employed by the Company through at least immediately prior to such Change in Control, fifty percent (50%) of any then-unvested portion of the Option shall vest immediately prior to such Change in Control, and (ii) if the Company experiences a Change in Control (as defined in the Plan) prior to the full vesting (or forfeiture) of the Option and Executive’s employment is terminated by the Company without Cause within two (2) years following the consummation of such Change in Control, subject to and conditioned upon Executive’s timely execution and non-revocation of a Release (as defined below), one hundred percent (100%) of any then-unvested portion of the Option will vest in full and become exercisable upon the effectiveness of the Release. Each Option will be subject in all respects to the terms and conditions set forth in the Plan and in an award agreement to be entered into between the Company and Executive, which will evidence the grant of the Option (each, an “Option Agreement”).

  • Unvested Options Each unvested outstanding Company Option held by a Continuing Employee (each an “Unvested Company Option”) shall be assumed by Parent (the “Assumed Options”) and will continue to have, and be subject to, the same terms and conditions set forth in the applicable Unvested Company Option documents (including any applicable Company Option Plan and stock option agreement or other document evidencing such Unvested Company Option, including but not limited to any employment or other agreement providing for accelerated vesting or other terms governing such Assumed Options) immediately prior to the Effective Time (including any repurchase rights or vesting provisions), except that (i) each such Unvested Company Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Stock equal to the product of the number of shares of Company Common Stock that were subject to such Unvested Company Option immediately prior to the Effective Time multiplied by the Conversion Rate (rounded down to the next whole number of shares of Parent Stock, with no cash being payable for any fractional share eliminated by such rounding), and (ii) the per share exercise price for the shares of Parent Stock issuable upon exercise of such assumed Unvested Company Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Unvested Company Option was exercisable immediately prior to the Effective Time by the Conversion Rate, rounded up to the nearest whole cent. The assumption and conversion of Unvested Company Options by Parent are intended to satisfy the requirements of Treasury Regulations Section 1.424-1 (to the extent such options were incentive stock options) and of Treasury Regulations Section 1.409A-1(b)(5)(v)(D). Following the Effective Time, the Board of Directors of Parent or a committee thereof shall succeed to the authority and responsibility of the Board of Directors of Company or any committee thereof with respect to each Assumed Option and references to Company shall become references to Parent under the applicable Company Option Plan and stock option agreement or other document evidencing such Assumed Option. Each unvested outstanding Company Option that is not an Unvested Company Option shall be treated as a Cancelled Option and shall be cancelled and extinguished, with no consideration payable in connection with such cancellation and no further rights to the holder thereof, at the Effective Time.

Most Referenced Clauses

Most Referenced Definitions