Management Options. The parties agree that options to purchase ------------------ up to an aggregate number of Shares that equals 5% of the authorized share capital of the Company immediately after the "First Closing" under the Subscription Agreement (taking into account the amendments to the Memorandum and Articles of Association of the Company contemplated by the Subscription Agreement) at a price per Share to be agreed-to by the Board may be issued upon the unanimous decision of the Board to members of senior management of the Company pursuant to a management stock option plan to be adopted by the Board (the "Management Options").
Management Options. On or after the Effective Date, the New Board will support the implementation of a stock-based management incentive plan which will provide for distributions not exceeding 10%, in the aggregate, on a fully-diluted basis.
Management Options. The Stockholders may grant to any or all of the employees of or consultants to, Video or IPL or their respective subsidiaries immediately prior to the Merger, options (the "Management Options") to purchase up to 721,529 Shares (including the grants contemplated in Section 4 below). and may sell the Shares underlying the Management Options to the holders of the Management Options upon the exercise thereof; provided, however, that any such grant shall be and may be, made in accordance with Section 7.7 of the Merger Agreement or pursuant to Section 4 below.
Management Options. Xxxxxx shall cause BDPH, acting through its Board of Directors or a duly authorized committee thereof, to take all required action under the 1996 Stock Purchase and Option Plan of BDPH (the "Option Plan") and the outstanding options thereunder so that, at the Closing, all such options shall be cancelled (unless otherwise agreed prior to Closing with respect to a specific holder or specific holders among MergerCo, Xxxxxx and each such holder). At or prior to the Closing, the Option Plan will be terminated and no further stock awards, stock options or stock appreciation rights will be granted thereunder subsequent to the Closing Date.
Management Options. Except for the Management Options specified prior to the Effective Time in a written agreement (the “Award Agreement”) between the Company and the holder of any such Management Options (collectively, “Rollover Options”), at the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each outstanding Management Option (regardless of whether such option is at such time otherwise exercisable) shall be cancelled in exchange for a payment in cash (less applicable withholding taxes) of an amount (the “Option Cancellation Amount”) equal to the product of (i) the excess, if any, of the Per Share Common Stock Merger Consideration over the per share exercise price of such Management Option, multiplied by (ii) the number of shares of Company Common Stock issuable upon the exercise of such Management Option. Each Management Option that is cancelled in exchange for the Option Cancellation Amount shall also receive a Pro Rata Interest in the Escrow Amount multiplied by the number of shares of Company Common Stock issuable upon the exercise of such Management Option at the Effective Time.
Management Options. Options to purchase Common Stock issued to or to be issued to employees of the Company and/or its Subsidiaries to purchase up to 592,189 shares in the aggregate of the Common Stock on a fully diluted basis pursuant to a stock option or benefit plan described in Section 4.04(m) of this Agreement adopted by the Company and approved by a majority of the disinterested members of the Company’s board of directors. MassMutual Investors. This term is defined in the preamble of this Agreement.
Management Options. (a) The executive officers of the Company identified in Schedule 5.13(a) shall at the Effective Time, subject to such allocations as shall be agreed among CalPERS, Princes Gate and such individuals prior to the Effective Time (i) be granted options, the material terms of which are set forth in Exhibit E, to acquire up to in the aggregate, (x) 160,000 shares of New Series A Preferred and (y) 9 shares of New Company Common Stock (the "Series A Options"), (ii) receive $293,333 aggregate principal amount of Subordinated Notes and (iii) be granted, in the aggregate, New Warrants to purchase 40,000 shares of New Company Common Stock. Holdings shall reserve for issuance such number of shares of New Series A Preferred and New Company Common Stock issuable upon exercise of such Series A Options (and the subsequent conversion of New Series A Preferred into New Company Common Stock) and New Warrants. Upon (i) receipt of notice from the holder of such Series A Option (in accordance with the notice requirements set forth in the Series A Option) of its intent to exercise such Series A Option in full and (ii) payment of amounts due in respect of such exercise (in accordance with the exercise procedures set forth in the Series A Option), Holdings shall issue to such holder such number of shares of New Series A Preferred and New Company Common Stock into which such Series A Options are exercisable.
Management Options. After the Effective Time, the Stockholders shall not grant any options to purchase IPL Common Stock to any former employee or director of Video or its Subsidiaries, or any employee or director of IPL or its Subsidiaries, if any such options are granted at an exercise price less than the "fair market value" (as defined in the IPL Option Plan) per share of IPL Common Stock on the date of grant and, as a result thereof, such grant would be considered executive compensation from IPL from a financial reporting point of view, unless such grant is approved by a majority of the members of Board of Directors of the Surviving Corporation. Notwithstanding the foregoing, the grants of options set forth on Schedule 7.7 attached hereto shall be permitted. Anything herein to the contrary notwithstanding, on or prior to the Effective Time the Stockholders may grant to employees, consultants and officers of Video, IPL and their respective Subsidiaries, options to purchase shares of Video Common Stock which, following the Merger will convert into the right to purchase shares of IPL Common Stock on terms consistent with Schedule 7.7.
Management Options. The Company agrees to create a stock option plan pursuant to which the Company will issue options to Wexford to purchase shares of common stock of the Company (the “Management Options”) representing a six percent (6%) ownership interest on a fully diluted basis (subject to adjustment for stock splits, dividends and the like) as of the completion of the initial registered public offering of the Company’s common stock (the “IPO”). The Management Options will vest in 1/36 equal amounts at the end of each calendar month during the initial term of this Agreement; provided that the Management Options will be deemed fully vested upon termination by Wexford for cause or by the Company other than for cause pursuant to Section 8. The exercise price for the Management Options shall be the per share price as of the IPO. Issuance of the options shall be in accordance with all applicable securities laws. If the term of this Agreement is extended pursuant to Xxxxxxx 0, Xxxxxxx and the Company shall agree on the number and price of Management Options to be issued for such extension period, which will vest ratably over the course of such period and be exercisable at the earlier of the end of such period or termination by Wexford for cause or by the Company other than for cause pursuant to Section 8.
Management Options. A management stock option program for approximately 10% of the equity in Parent will have been implemented pursuant to Non-Qualified Stock Option Agreements substantially in the form of Exhibit 4.2(d) hereto.
