Option Cancellations Clause Samples

The Option Cancellations clause defines the conditions and procedures under which a party may cancel an option agreement before it is exercised. Typically, this clause outlines the notice requirements, any applicable fees or penalties, and the timeframe within which cancellation is permitted. For example, it may allow a buyer to cancel a purchase option by providing written notice within a specified period and paying a cancellation fee. The core function of this clause is to provide flexibility for parties to withdraw from an option contract under certain circumstances, thereby managing risk and clarifying the consequences of cancellation.
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.
View SourceView Similar (3)
Option Cancellations. Evidence reasonably satisfactory to Purchaser that all of the options listed in Schedule 4.1(f) have been cancelled.
View SourceView Similar (2)
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. -----------
View Source
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.
View Source
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 ▇▇▇▇▇ 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.
View Source
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.
View Source
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
View Source

Related to Option Cancellations

  • TERMINATION/CANCELLATION Cancellation of orders once placed with or accepted by Seller can be made only with Seller’s consent. Should Buyer, due to good cause, desire to affect the cancellation of an accepted order, Seller will accept such cancellation on the following basis: (a) For all made-to-order Goods: Buyer shall pay the purchase price in full for all items completed and ready for delivery; Buyer shall pay a percentage of the purchase price on such items as shall not be completed, equivalent to the percentage of completion; and Buyer shall pay in full the cost of all raw materials, consumable materials, manufacturing dies, tools, patterns and fixtures acquired exclusively for the order, and will take ownership and possession of all such items and will be responsible for labor or other documenting expenses incurred in connection therewith. (b) For all made-to-stock Goods: Buyer shall pay (i) all costs and expenses of placing the cancelled Goods in a saleable condition (restocking charge), (ii) any outgoing and incoming freight charges incurred by Seller in connection with the delivery and return of such Goods, if applicable, and (iii) all reasonable and necessary expenses incurred by Seller directly incident to the order up to the date of cancellation. Invoices covering said costs shall be due and payable immediately upon Seller’s acceptance of cancellation. A stop work order will be deemed a cancellation and the provisions of this paragraph shall apply. If Buyer purchases Goods pursuant to an order for use in a contract with the U.S. Government and the U.S. Government terminates Buyer’s prime contract or a portion thereof for convenience, Buyer shall have the right to terminate only that portion of its contract with Seller which has been terminated by the U.S. Government in its prime contract. In such case, Buyer shall be responsible for those costs set forth above.

  • 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.

  • RIGHTS ON CANCELLATION 21.1 If this Agreement or Purchase Order is cancelled in whole or in part in terms of clause 20 [Total or Partial Failure to Perform], Transnet may execute or complete this Agreement with any other entity and do so on such terms as it may deem proper, or may procure other comparable Goods/Services in substitution for those neglected to be manufactured or supplied or rejected as aforesaid, and may recover from the Supplier the difference between the cost of such Goods/Services and the Price [if the latter was lower] as well as any costs and expenses [including any additional transport costs] which Transnet may have had to incur in consequence of the Supplier’s/Service Provider’s default. 21.2 Any amount which may be recoverable from the Supplier/Service Provider in terms of clause 21.1 above, without prejudice to any other legal remedies available to Transnet, may be deducted in whole or in part from any monies in the hands of Transnet and due for payment to the Supplier/Service Provider.

  • Vacation Cancellation ‌ Should the Employer be required to cancel scheduled vacation leave because of an emergency or exceptional business needs, affected employees may select new vacation leave from available dates. In the event the affected employee has incurred non-refundable, out-of-pocket vacation expense, the employee will normally be reimbursed by the Employer, if the Employer had previously approved the employee’s vacation leave request and if the employee has an adequate leave balance at the time of the vacation to take the vacation.

  • Contract Cancellation DCF may cancel this Contract after providing the Contractor with thirty (30) calendar days written notice of the Contractor’s right to cure a failure of the Contractor to perform under the terms of this Contract. The following are examples of contractor failure that would warrant cancellation: • Breaches or defaults an obligation under the Contract as follows: • Fails to follow the sales and use tax certification requirements of s. 77.66 of the Wisconsin Statutes; • Incurs a delinquent Wisconsin tax liability; • Fails to submit a non-discrimination or affirmative action plan as required here in; • Fails to follow the non-discrimination or affirmative action requirements of subch. II, Chapter 111 of the Wisconsin Statutes (Wisconsin’s Fair Employment Law); • Becomes a Federally debarred Contractor; • Is excluded from Federal procurement and non-procurement contracts; • Fails to maintain and keep in force all required insurance, permits and licenses as provided in this Contract; • Fails to maintain the confidentiality of DCF’s information that is considered to be Confidential Information, proprietary, or containing Personally Identifiable Information; • Contractor violates other state laws; or • Contractor performance threatens the health or safety of a State employee or State customer. The Contractor may cancel this Contract after providing DCF one hundred and twenty (120) calendar days’ notice of the State’s right to cure a failure of the State to perform under the terms of this Contract. Upon cancellation of this Contract for any reason, or upon Contract expiration, each party shall be released from all obligations to the other party arising after the date of cancellation or expiration, except for those that by their terms survive such cancellation or expiration.