Holdings Options Sample Clauses

Holdings Options. ExpressJet Holdings has established and adopted the Holdings 2002 Stock Incentive Plan for the award of stock options and restricted stock to selected employees and non-employee directors of Holdings. The Holdings 2002 Stock Incentive Plan was adopted by the ExpressJet Holdings Board of Directors, and became effective on March 27, 2002. Continental, the sole stockholder of ExpressJet Holdings, approved the Holdings 2002 Stock Incentive Plan on March 28, 2002. The Holdings 2002 Stock Incentive Plan has terms and conditions substantially similar to the Continental Airlines, Inc. 1998 Stock Incentive Plan, except that such Holdings Plan provides for all stock-based awards to be based upon the Holdings Common Stock and appropriate revisions were made to reflect that ExpressJet Holdings is the sponsor of such plan. The Holdings 2002 Stock Incentive Plan provides that the maximum number of shares of Holdings Common Stock that may be issued under such plan is equal to 3,200,000 shares, subject to adjustment as provided in such plan.
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Holdings Options. (a) Each unvested Holdings Option that is outstanding immediately prior to the Closing shall become vested, and all Holdings Options outstanding immediately prior to the Closing shall be canceled, effective as of the Closing, in exchange for the right to receive payment in an amount equal to the product of (i) the number of shares of Holdings Common Stock subject to such Holdings Option immediately prior to the Closing, and (ii) the excess, if any, of the Per Share Option Consideration (as defined below) over the exercise price per share of such Holdings Option (such product, the “Option Cancellation Payment”); provided, however, that in the event that the exercise price per share of any such Holdings Option is equal to or greater than the Per Share Option Consideration, such Holdings Option shall be canceled without any action on the part of the holder thereof and without any right to a cash payment being made in respect thereof. (b) Prior to the Closing, Holdings shall enter into an Option Cancellation Agreement with each Option Holder and shall take or cause to be taken any and all actions to give effect to the treatment of Holdings Options pursuant to this Section 2.13. Notwithstanding anything to the contrary contained in this Agreement, the payments required by this Section 2.13 shall be funded with the applicable portion of the Merger Consideration. (c) For purposes of this Section, “Per Share Option Consideration” shall mean an amount in dollars equal to (i) the sum of (A) the Closing Cash Payment (which for purposes of this Section 2.13 shall exclude the deduction for the aggregate amount of the Option Cancellation Payments), plus (B) the aggregate per share exercise price of all Holdings Options outstanding immediately prior to the Closing, plus (C) $140,000,000 divided by (ii) the sum of the total number of (x) outstanding shares of Holdings Common Stock immediately prior to the Closing (after giving effect to the conversion to Common Stock of the Voting Preferred, Series A Preferred and Non-Voting Preferred), and (y) shares of Common Stock issuable pursuant to Holdings Options outstanding immediately prior to the Closing.
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Holdings Options. Each Investor hereby acknowledges and agrees ---------------- that in accordance with the terms of the Holdings Options, contemporaneously with the consummation of the Contribution Transactions, (i) each of the Holdings Options shall cease to be exercisable to purchase Class A Common Units of Holdings and, in lieu thereof, shall automatically become exercisable, subject to the other terms and conditions set forth therein, to purchase up to a number
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Holdings Options. At the Merger 2 Effective Time, by virtue of Merger 2 and without any action on the part of any holder of the Holdings Options or any other Person, each Holdings Option that is outstanding and unexercised prior to the Merger 2 Effective Time, whether vested or unvested, shall be assumed by Shelf and automatically converted into an option to purchase, on substantially the same terms and conditions as were applicable to such Holdings Option, Shelf Common Shares in an amount equal to, and at a price per Shelf Common Share equal to, an amount and price intended to comply with Section 409A of the Code.
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Holdings Options. ExpressJet Holdings shall use reasonable best efforts to establish and adopt the Holdings 2001 Stock Incentive Plan for the award of stock options and restricted stock to selected employees and non-employee directors of Holdings. The Holdings 2001 Stock Incentive Plan shall be approved by Continental as the sole shareholder of ExpressJet Holdings before the IPO Date, to become effective as of the IPO Date, and such plan shall have terms and conditions substantially similar to the Continental Airlines, Inc. 1998 Stock Incentive Plan, except that such Holdings Plan shall provide for all stock-based awards to be based upon the Class A Common Stock and appropriate revisions shall be made to reflect that ExpressJet Holdings shall be the sponsor of such plan. The Holdings 2001 Stock Incentive Plan shall provide that the maximum number of shares of Class A Common Stock that may be issued under such plan shall be equal to 5% of the shares of Holdings Common Stock outstanding as of the IPO Date. As of the IPO Date, Holdings shall use reasonable best efforts to cause Holdings Options to be granted under the Holdings 2001 Stock Incentive Plan for a specified number of shares determined by multiplying the following percentage below by the number of shares of Holdings Common Stock outstanding as of the IPO Date to individuals in the following positions: (a) Chief Executive Officer, 0.5%; (b) Chief Operating Officer and Chief Financial Officer, 0.125% each; (c) Vice Presidents, 0.05% each; (d) senior director level employees, .01% each; and (e) director level employees, .005% each. Each such Holdings Option granted as of the IPO Date shall have a purchase price per share equal to the initial public offering price of the Class A Common Stock offered to investors in the Initial Public Offering, shall vest in 25% annual increments, and shall have a maximum term of five-years.
Sample 1
Holdings Options. Per-Se or Holdings will cash out within 45 days of Closing all outstanding stock options granted pursuant to the Impact Innovations Key Employee Incentive Plan (the "Holdings Stock Plan") and Per-Se will use its best efforts to cause the options holders to release the Parties and acknowledge the cancellation or termination of the stock option agreements related thereto.
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Holdings Options. In accordance with Holdings' 1994 Stock Option Plan (the "Plan"), the board of directors of Holdings (or any authorized committee thereof) shall have declared all outstanding options ("Options") to purchase Common Stock issued under the Plan immediately exercisable, and all such Options shall have been exercised or terminated on or prior to the date hereof in accordance with the Plan.
Sample 1
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Related to Holdings 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.

  • Stock Options With respect to the stock options (the “Stock Options”) granted pursuant to the stock-based compensation plans of the Company and its subsidiaries (the “Company Stock Plans”), (i) each Stock Option intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) so qualifies, (ii) each grant of a Stock Option was duly authorized no later than the date on which the grant of such Stock 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 stockholder 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 Stock Plans, the Exchange Act and all other applicable laws and regulatory rules or requirements and (iv) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company and disclosed in the Company’s filings with the Commission in accordance with the Exchange Act and all other applicable laws. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Stock Options prior to, or otherwise coordinating the grant of Stock Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or prospects.

  • Nonqualified Stock Options If the Shares are held for more than twelve (12) months after the date of purchase of the Shares pursuant to the exercise of an NQSO, any gain realized on disposition of the Shares will be treated as long term capital gain.

  • 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.

  • Nonqualified Stock Option The Option is a nonqualified stock option and is not, and shall not be, an incentive stock option within the meaning of Section 422 of the Code.

  • 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.

  • 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.

  • Incentive Stock Options If the Shares are held for more than twelve (12) months after the date of the transfer of the Shares pursuant to the exercise of an ISO and are disposed of more than two (2) years after the Date of Grant, any gain realized on disposition of the Shares will be treated as long term capital gain for federal and California income tax purposes. If Shares purchased under an ISO are disposed of within the applicable one (1) year or two (2) year period, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price.

  • Stock Option Plans Each stock option granted by the Company under the Company’s stock option plan was granted (i) in accordance with the terms of the Company’s stock option plan and (ii) with an exercise price at least equal to the fair market value of the Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under the Company’s stock 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, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.

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