Employee Stock Options; Warrants Sample Clauses

Employee Stock Options; Warrants. (a) Unless otherwise provided in the Management Voting Agreement, each option to purchase Shares ("Options") that is outstanding immediately prior to the Effective Time (whether or not vested or exercisable) shall, at the Effective Time, be canceled, and in exchange therefor, each Option holder shall receive a cash payment which, prior to deduction for applicable withholding taxes, is in an amount equal to the product of (A) the excess, if any, of the Per Share Amount over the per share exercise price of the Option and (B) the number of shares subject to the Option (whether or not vested). The Company shall make such payment on or prior to the Effective Date immediately upon receipt of a written agreement from the Option holder to accept such payment in full settlement of such Option holder's rights with respect to the Option. If the per share exercise price of any Option equals or exceeds the Per Share Amount, such Option shall be canceled without any payment required thereunder. No such Plan will survive the Effective Time.
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Employee Stock Options; Warrants. (a) Outstanding stock options under the Company's 1999 Stock Option Plan, as amended through the date of this Agreement (the "Company Stock Option Plan") shall be treated as follows: Prior to the Effective Time, the Company shall terminate the Company Stock Option Plan and, in connection therewith, shall provide written notice to each holder of then outstanding stock option or other right (each, an "Option") to purchase shares of common stock of the Company pursuant to the Company Stock Option Plan (whether or not such Option is then vested or exercisable), that such Option shall be, as of the date of such notice, fully vested and exercisable in full and that such Option shall terminate at the Effective Time and that, if such Option is not exercised or otherwise terminated before the Effective Time, such holder shall be entitled to receive in cancellation of such Option a cash payment from Parent promptly after the Effective Time, in an amount equal to the excess, if any, of the Merger Consideration over the per share exercise price of such Option MULTIPLIED BY the number of shares of common stock of the Company covered by such Option (the "Option Settlement Amount"), subject to tax withholding as required by applicable law. The Company Disclosure Schedule (as defined below) includes a complete listing of Options held by each optionee (including the date of grant, the number of shares issuable upon exercise of the Option, the exercise price per share, and the Option Settlement Amount to which the Optionee is entitled). Except as otherwise provided in this Section 2.7, the Company shall not grant or amend any Option after the date hereof. Prior to the Effective Time, the Company shall use its reasonable best efforts to (i) obtain any consents from holders of Options and (ii) make any amendments to the terms of such Options or the Company Stock Option Plan that are necessary or appropriate to give effect to the transactions contemplated by Section 2.7(a).
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Employee Stock Options; Warrants. (a) Each holder of an option (each herein referred to as a "Coram Option") granted by Coram to purchase shares of Common Stock pursuant to any stock option plan or plans of the Company or otherwise (collectively the "Coram Stock Option Plans") that is outstanding and unexercised immediately prior to the Effective Time, shall receive, in lieu of each such Coram Option, an option to purchase IHS Shares (a "Substituted Option") under a stock option plan maintained by IHS, in accordance with the Coram Stock Option Plan or stock option agreement governing each such option in an amount and at an exercise price as determined below.
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Employee Stock Options; Warrants. (i) Unless otherwise provided in the Rollover Agreements, each option to purchase Shares that is not a Substitute Option (as defined in the Option Plan) or the Option held by Anchor Bay Entertainment Inc. issued on September 15, 1997 pursuant to a Modification Agreement, dated September 12, 1997, between the Company and Anchor Bay Entertainment (the "Anchor Bay Option") and is outstanding immediately prior to the Effective Time (whether or not vested or exercisable) shall, at the Effective Time, be canceled, and in exchange therefor, each holder of each such Option shall receive a cash payment which, prior to deduction for applicable withholding Taxes, is in an amount equal to the product of (A) the excess, if any, of the Per Share Amount over the per share exercise price of such Option and (B) the number of shares subject to the Option (whether or not vested). If the per share exercise price of any such Option equals or exceeds the Per Share Amount, such Option shall be canceled without any payment required thereunder. The Option Plan will not survive the Effective Time.
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Employee Stock Options; Warrants. (a) At the Effective Time, each outstanding option to purchase Shares (a “Company Option”) granted under Company’s 1998 Long Term Incentive Plan and 1988 Long Term Incentive Plan, whether or not then exercisable, shall be canceled by the Company, and each holder of a canceled Company Option shall be entitled to receive no later than the later of (x) the Effective Time and (y) 10 days after the receipt of a release and waiver from such holder as described in the final sentence of this subsection (a), from the Surviving Corporation, in consideration for the cancellation of such Company Option, an amount in cash equal to the product of (i) the number of Shares previously subject to such Company Option and (ii) the excess, if any, of the Merger Consideration over the exercise price per Share previously subject to such Company Option, less any required withholding taxes. The Company shall obtain from each person named in Section 2.02 of the Company Disclosure Schedule, and shall use its best efforts to obtain from each other holder of a Company Option, a release and waiver effective as of the Effective Time of each such person’s rights under the terms of any Company Option.
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Employee Stock Options; Warrants. (a) Immediately prior to the Effective Time, each outstanding option to purchase Common Shares (in each case, an "Option") granted under (i) the Company's 1992 Stock Option Plan, (ii) the Company's Employee Stock Incentive Plan and (iii) the Company's Directors Stock Option Plan (collectively, the "Stock Option Plans"), whether or not then exercisable, shall be canceled by the Company, and each holder of a canceled Option shall be entitled to receive from Purchaser at the same time as payment for Common Shares is made by Purchaser in connection with the closing of the Merger, in consideration for the cancellation of such Option, an amount in cash equal to the product of (x) the number of Common Shares previously subject to such Option and (y) the excess, if any, of the Per Common Share Amount over the exercise price per Common Share previously subject to such Option. The Company agrees to effectuate the cancellation of the Options pursuant to this Section 2.07 by taking such action as may necessary under the Company's 1992 Stock Option Plan, as amended and restated in 1994, the Company's Employee Stock Incentive Plan and the Director's Stock Option Plan.
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Related to Employee Stock Options; Warrants

  • Stock Options; Warrants (a) At the Effective Time and without any action on the part of the parties hereto, (i) the 1996 Stock Incentive Plan, the 1993 Incentive Stock Option, Nonqualified Stock Option and Restricted Stock Purchase Plan (together, the “Company Stock Plans”) and (ii) each unexercised and unexpired stock option that is then outstanding under the Company Stock Plans or any other plan or arrangement under which the Company or its subsidiaries grants stock options, whether or not exercisable and whether or not vested (the “Company Options”), shall be assumed by Parent and such Company Options shall be converted into options to purchase Parent Common Stock (individually an “Assumed Option” and collectively the “Assumed Options”). Each Assumed Option shall continue to have, and be subject to, the same terms and conditions as set forth in the applicable Company Stock Plan and any agreement evidencing the grant of such Assumed Option, as in effect immediately prior to the Effective Time, except that, as of the Effective Time, (i) the Assumed Options shall be exercisable for whole shares of Parent Common Stock, and the number of such shares shall be equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Assumed Option, whether or not exercisable, immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Assumed Option shall be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Assumed Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent, (iii) all references in the Company Stock Plan and the agreement evidencing the Assumed Option to the Company shall be deemed to be references to Parent and (iv) all references in the Company Stock Plan and the agreement evidencing the Company Option to Company Common Stock shall be deemed to be references to Parent Common Stock. Notwithstanding anything to the contrary in this Section 2.2, the conversion of any Assumed Options (regardless of whether such options qualify as “incentive stock options” within the meaning of Section 422 of the Code) into options to purchase Parent Common Stock shall be made in such a manner as would not constitute a “modification” of such Assumed Options within the meaning of Section 424 of the Code.

  • Employee Stock Options (a) At the Effective Time, each Eligible Stock Option that is then outstanding under the Company Option Plan, whether vested or unvested, shall be assumed by Parent in accordance with the terms (as in effect as of the date of this Agreement) of the Company Option Plan and the stock option agreement by which such Eligible Stock Option is evidenced. All rights with respect to Company Common Stock under outstanding Eligible Stock Options shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time, (a) each Eligible Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (b) the number of shares of Parent Common Stock subject to each such assumed Eligible Stock Option shall be equal to the number of shares of Company Common Stock that were subject to such Eligible Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, (c) the per share exercise price for the Parent Common Stock issuable upon exercise of each such assumed Eligible Stock Option shall be determined by dividing the exercise price per share of Company Common Stock subject to such Eligible Stock Option, as in effect immediately prior to the Effective Time, by the Exchange Ratio, and rounding the resulting exercise price up to the nearest whole cent, and (d) all restrictions on the exercise of each such assumed Eligible Stock Option shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Eligible Stock Option shall otherwise remain unchanged; provided, however, that each such assumed Eligible Stock Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective Time. The Company and Parent shall take all action that may be necessary (under the Company Option Plan and otherwise) to effectuate the provisions of this Section 1.6.

  • Restricted Stock and Stock Options Employer shall cause the Compensation Committee of the Board of Directors of Employer to review whether Employee should be granted shares of restricted stock and/or options to purchase shares of common stock of CBSI. Such review may be conducted pursuant to the terms of the Community Bank System, Inc. 2014 Long-Term Incentive Plan, a successor plan, or independently, as the Compensation Committee shall determine. Reviews shall be conducted no less frequently than annually.

  • Company Stock Options At the Effective Time, each Company Stock --------------------- Option shall be deemed to have been assumed by Evergreen, without further action by Evergreen, and shall thereafter be deemed an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, that number of shares of Surviving Corporation Common Stock that would have been received in respect of such Company Stock Option if it had been exercised immediately prior to the Effective Time (such Company Stock Options assumed by Evergreen, the "Assumed Chancellor Stock Options"); provided, however, that, for -------- ------- each optionholder, (i) the aggregate fair market value of Surviving Corporation Common Stock subject to Assumed Chancellor Stock Options immediately after the Effective Time shall not exceed the aggregate exercise price thereof by more than the excess of the aggregate fair market value of Company Common Stock subject to Company Stock Options immediately before the Effective Time over the aggregate exercise price thereof and (ii) on a share-by-share comparison, the ratio of the exercise price of the Assumed Chancellor Stock Option to the fair market value of the Surviving Corporation Common Stock immediately after the Effective Time is no more favorable to the optionholder than the ratio of the exercise price of the Company Stock Option to the fair market value of the Company Common Stock immediately before the Effective Time; and provided, -------- further, that no fractional shares shall be issued on the exercise of such ------- Assumed Chancellor Stock Option and, in lieu thereof, the holder of such Assumed Chancellor Stock Option shall only be entitled to a cash payment in the amount of such fraction multiplied by the closing price per share of Surviving Corporation Common Stock on the Nasdaq National Market on the business day immediately prior to the date of such exercise.

  • Stock Options (a) Subsequent to the effectiveness of the Form 10, but prior to the consummation of the Distribution, and subject to the consummation of the Distribution, each option to purchase ALTISOURCE Common Stock (“ALTISOURCE Stock Options”) granted and outstanding under the 2009 Equity Incentive Plan of ALTISOURCE (“ALTISOURCE Option Plan”) shall remain granted and outstanding and shall not, and ALTISOURCE shall cause (to the maximum extent permitted under the ALTISOURCE Option Plan) the ALTISOURCE Stock Options not to, terminate, accelerate or otherwise vest as a result of the Distribution, and each holder thereof immediately prior to the Distribution will be entitled to the following, determined in a manner in accordance with, and subject to, the ALTISOURCE Option Plan, FAS123R and Section 409A of the Internal Revenue Code: (i) an option to acquire a number of shares of Residential Class B Common Stock equal to the product of (x) the number of shares of ALTISOURCE Common Stock subject to the ALTISOURCE Stock Option held by such holder on the Distribution Date and (y) the distribution ratio of one (1) share of Residential Class B Common Stock for every three (3) shares of ALTISOURCE Common Stock (the “Residential Stock Options”), with an exercise price to be determined in a manner consistent with this Section 3.04 and (ii) the adjustment of the exercise price of such holder’s ALTISOURCE Stock Option, to be determined in a manner consistent with this Section 3.04 (the “Adjusted ALTISOURCE Stock Options”) (the Residential Stock Options and the Adjusted ALTISOURCE Stock Options, together, the “Post-Distribution Stock Options”).

  • Employee Stock Option Plan Employee shall be entitled to participate in the Employee Stock Option Plan of the Company once approved by the Board of Directors.

  • Options; Warrants Each option, warrant or other right to purchase shares of Delaware Common Stock, which are outstanding at the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become an option, warrant or right to purchase one share of Nevada Common Stock at an exercise or purchase price per share equal to the exercise or purchase price applicable to the option, warrant or other right to purchase Delaware Common Stock.

  • Employee Options No shares of Common Stock are eligible for sale pursuant to Rule 701 promulgated under the Act in the 12-month period following the Effective Date.

  • Options, Warrants, etc In the event that the Company shall issue rights, options or warrants to any person or persons who are at the time of such issuance are stockholders of the Company, entitling them to subscribe for or purchase shares (or securities convertible or exchangeable into shares) at a price per share (or having a conversion or exchange price per share if a security convertible or exchangeable into shares) less than the $0.20 per share on the record date for such issuance (or the date of issuance, if there is no record date), the number of Consultant Shares on and after such record date (or issuance date, as the case may be) shall be determined by multiplying the number of Consultant Shares immediately prior to such record date (or issuance date, as the case may be) by a fraction, of which the numerator shall be the number of Consultant Shares outstanding on such record date (or issuance date, as the case may be) plus the number of Shares which the total offering price of the total number of such shares so as to be offered (or the aggregate initial exchange or conversion price of the exchangeable or convertible securities so to be offered) would purchase at such $0.20 on such record date (or issuance date, as the case may be) and of which the denominator shall be the number of Consultant Shares outstanding on such record date (or issuance date, as the case may be). Such adjustment shall be made successively whenever such an issuance occurs; and in the event that such rights, options, warrants, or convertible or exchangeable securities are not so issued or expire or cease to be convertible or exchangeable before they are exercised, converted, or exchanged (as the case may be), then the Consultant Shares shall again be adjusted to be the number of Consultant Shares that would then be in effect if such issuance had not occurred, but such subsequent adjustment shall not affect the number of Consultant Shares issued prior to the date such subsequent adjustment is made.

  • Initial Stock Option Grant You will be awarded options in respect of Koninklijke common stock (your “Initial Stock Options”). The number of Initial Stock Options to be awarded to you is stated in the Schedule. The vesting schedule for your Initial Stock Options is stated in the Schedule. Your Initial Stock Options will be subject to the terms of LTIP and to the terms of your award agreement under it.

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