Option Cancellations Sample Clauses

Option Cancellations. At the request of Parent, the Company (or, if appropriate, any committee administering any Options or plans or agreements relating thereto) will use its reasonable best efforts to make adjustments to the terms of all outstanding employee stock Options to purchase shares of Company Common Stock, whether or not presently exercisable, granted by the Company or any Company Subsidiary under any Option or plan or agreement related thereto in order to provide that each such Option outstanding immediately prior to the Effective Time shall be canceled or exercised.
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Option Cancellations. Evidence reasonably satisfactory to Purchaser that all of the options listed in Schedule 4.1(f) have been cancelled.
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Option Cancellations. Prior to the Closing Date and contingent on the consummation of the Closing, the Company shall take such actions, including, but not limited to, those required by the terms of the Option Plan, the Non-Qualified Stock Option Award Agreements and any other agreements, including any agreements with Xxxxx Partners, LLC, its Affiliates, or other Persons pursuant to which Options were granted (the "Award Agreements"), to (i) terminate the Option Plan, (ii) cancel the Options, and (iii) terminate the Award Agreements set forth on Schedule 9.04(b), which termination shall require the execution and delivery concurrently with the execution of this Agreement (but conditioned upon the consummation of the Closing) of option cancellation agreements in the form mutually agreed between Purchaser and Seller with respect to the Award Agreements set forth on Schedule 9.04(b) (the "Option Cancellation Agreements"). Each of the Option Cancellation Agreements, dated as of the date hereof and effective as of, and conditioned upon the consummation of, the Closing, have been duly authorized and delivered hereunder to Purchaser concurrently with the signing of this Agreement.
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Option Cancellations. The Transferors shall have caused SUPERNET -------------------- to cancel each outstanding phantom stock, deferred bonus or option plan, if any, and all outstanding SUPERNET Options shall have been canceled with the cost of such cancellation being a reduction of the Cash Portion of the Transfer Consideration pursuant to Section 2.2. -----------
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Option Cancellations. 35 6.10 Non-Solicitation of Employees................................................................35 ARTICLE VII CONDITIONS.............................................................................35 7.01. Conditions to Each Party's Obligation to Effect the Merger..................................35 Page No. ---- 7.02. Conditions to Obligation of Parent and Sub to Effect the Merger.............................36 7.03. Conditions to Obligation of the Company to Effect the Merger................................37 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER.....................................................38 8.01. Termination.................................................................................38 8.02. Effect of Termination.......................................................................39 8.03. Amendment...................................................................................40 8.04. Waiver......................................................................................40
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Option Cancellations. Prior to the Initial Expiration Date, the Company shall use reasonable efforts to cause each holder of options to purchase Shares to duly execute an instrument in a form reasonably acceptable to Parent containing the irrevocable agreement of such holder that in the event that (i) the Offer is consummated and (ii) Merger Sub shall have either (A) failed to waive or modify the Minimum Condition, or (B) amended the Offer to reduce the Minimum Condition to the Option Exercise Minimum Number in accordance with Section 1.1(d)(ii), such option shall be canceled effective as of the expiration time of the Offer and shall thereafter represent only the right to receive cash in the amount, if any, which (A) the product of $18.50 and the number of Shares issuable upon exercise of such option (with respect to each option, the "Share Number") exceeds (B) the product of the Share Number and the per-Share exercise price for such option (any such duly exercised instrument, an "Option Cancellation"). The Company shall provide Parent with a copy of each Option Cancellation received by the Company promptly following the Company's receipt thereof, but in any event not later than 9:00 a.m., Pacific time, on the business day prior to the expiration of the Offer.
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Option Cancellations. Parent shall have received an Option Cancellation Agreement (or a written release by the Optionholder of any rights under such Company Stock Options in form reasonably satisfactory to Parent) from each Optionholder who has not exercised prior to the Effective Time all outstanding Company Stock Options held by such Optionholder.
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Related to Option Cancellations

  • Cancellation of Options In exchange for the consideration described in Section 1.2 below, the Participant hereby agrees that the Award Agreement and the Participant’s interests in the Underwater Options shall be cancelled, terminated, and of no further force or effect, effective as of the Effective Date, and that neither the Company nor the Participant shall have any further rights or obligations with respect to the Award Agreement, the Underwater Options, or with respect to which any shares of Common Stock that could have been acquired upon vesting and exercise of the Underwater Options.

  • Automatic cancellation The Commitment of each Lender will be automatically cancelled at the close of business on the last day of the Availability Period.

  • CANCELLATION OPTION If, and only if, an Expansion Failure Event or a Corporate Transfer Event occurs, then Tenant will have the one-time right to terminate this Lease (the “Cancellation Option”) effective as of the last day of the 66th full calendar month of the Lease Term (the “Early Termination Date”). If neither an Expansion Failure Event nor a Corporate Transfer Event occurs, then the Cancellation Option and the provisions of this Section 38.0 will be of no force or effect. Tenant will exercise the Cancellation Option by delivering written notice to Landlord along with the Cancellation Fee (defined below) on or before the date (“Early Termination Notice Deadline”) which is either (i) if the then existing Premises consists of the Premises initially leased hereunder, the date which is 270 days prior to the Early Termination Date, or (ii) if the then existing Premises consists of the Premises initially leased hereunder plus additional premises in the Building, the date which is 365 days prior to the Early Termination Date, time being of the essence. Failure by Tenant to deliver such written notice and pay the Cancellation Fee on or before the Early Termination Notice Deadline will constitute a waiver of Tenant’s Cancellation Option. Landlord will not be obligated to honor the Cancellation Option, and this Section 38.0 shall be null and void, if, on the date of Landlord’s receipt of Tenant’s termination notice, a Default exists. If Tenant elects to terminate this Lease as provided herein, Tenant must pay to Landlord an early termination fee in an amount equal to the sum of the following (plus any applicable sales tax): (a) one month’s Base Rent at the rate (that would have been) applicable in 67th full calendar month of the Lease Term, plus (b), the monthly installment of Tenant’s Share of estimated Expenses and Taxes applicable for such 67th full calendar month, plus (c) the unamortized costs incurred by Landlord in connection with the Leasehold Improvements performed pursuant to the Work Letter Agreement attached hereto (assuming that all such costs were expended on the Commencement Date, regardless of the date of actual expenditure), plus the unamortized cost of leasing commissions and attorneys’ fees paid by Landlord in connection with this Lease, plus the unamortized amount of all Base Rent and Tenant’s Share of Expenses and Taxes abated or reduced ($353,193.75) in respect of the initial Premises, in each case as of the Early Termination Date, amortized over the period beginning on the Commencement Date through the Expiration Date as determined under the Section 1.0 and Article 3, using an interest rate of 9% per annum, plus (d) the unamortized cost of any allowance or other economic concessions, if any, granted by Landlord, and of any commission paid by Landlord, and any rental abatement granted by Landlord, with respect to Tenant’s exercise of its right of first refusal, or any other expansion of the Premises (assuming that all such costs were expended on the commencement date for such expansion space, regardless of the date of actual expenditure), plus the unamortized cost of leasing commissions and attorneys’ fees paid by Landlord in connection with such expansion, in each case as of the Early Termination Date, amortized over the period beginning on the commencement date for such expansion space through the Expiration Date as determined under the Section 1.0 and Article 3, using an interest rate of 9% per

  • Section 309 Cancellation All Securities surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed of as directed by a Company Order.

  • Debt Cancellation Borrower shall not cancel or otherwise forgive or release any claim or debt (other than termination of Leases in accordance herewith) owed to Borrower by any Person, except for adequate consideration and in the ordinary course of Borrower’s business.

  • Voluntary cancellation The Company may, if it gives the Agent not less than three Business Days' prior written notice (or such shorter period as the Majority Lenders may agree), cancel the whole or any part (being a minimum amount of EUR 5,000,000) of the Available Facility. Any cancellation under this Clause 9.3 shall reduce the Commitments of the Lenders rateably under the Facility.

  • Surrender and Cancellation of Shares (a) In the event the over-allotment option (the “Over-Allotment Option”) granted to the representative(s) of the underwriters of the Company’s IPO is not exercised in full, the Buyer acknowledges and agrees that it shall surrender for cancellation any and all rights to such number of Shares (up to an aggregate of 937,500 Shares and pro rata based upon the percentage of the Over-Allotment Option exercised) such that immediately following such surrender, the Buyer (and all other initial shareholders prior to the IPO, if any) will own an aggregate number of Shares (not including ordinary shares issuable upon exercise of any warrants or any ordinary shares purchased by the Buyer in the Company’s IPO or in the aftermarket) equal to 20% of the issued and outstanding ordinary shares of the Company immediately following the IPO.

  • Purchase for Cancellation Subject to applicable law, the solvency requirements under Bermuda law and to the provisions described in Section 6, the Partnership may at any time purchase for cancellation the whole or any part of the Series 4 Preferred Limited Partnership Units Outstanding from time to time, in the open market through or from an investment dealer or any firm holding membership on a recognized stock exchange, or by private agreement or otherwise, at the lowest price or prices at which, in the opinion of the Managing General Partner, such units are obtainable.

  • Cancellation of Shares If the Corporation shall make available, at the time and place and in the amount and form provided in this Agreement, the consideration for the Purchased Shares to be repurchased in accordance with the provisions of this Agreement, then from and after such time, the person from whom such shares are to be repurchased shall no longer have any rights as a holder of such shares (other than the right to receive payment of such consideration in accordance with this Agreement). Such shares shall be deemed purchased in accordance with the applicable provisions hereof, and the Corporation shall be deemed the owner and holder of such shares, whether or not the certificates therefor have been delivered as required by this Agreement.

  • Termination of Options The Options, which become exercisable as provided in paragraphs 3 and 4 above, shall terminate and be of no force or effect as follows:

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