Option Conversion. At any time prior to the repayment, conversion or other satisfaction of this Note, the then outstanding principal under this Note may be converted, at the option of the Holder, into Conversion Stock upon the closing of any equity financing that does not constitute a Qualified Financing (a “Next Round Financing”). If the Holder elects to convert this Note in a Next Round Financing, the Holder shall have the option to treat such Next Round Financing as a Qualified Financing on the same terms for conversion set forth herein. In addition, at any time after the Maturity Date, but prior to the repayment, conversion or other satisfaction of this Note, the then outstanding principal under this Note may convert, at the option of the holder thereof, into the most senior series of preferred stock of the Company then outstanding at a conversion price equal to two times (2x) the original issue price of such senior series of preferred stock of the Company
Option Conversion. At or prior to the Effective Time, Washington and Alpha will take all action necessary such that each Washington Option (as defined in the Employee Matters Agreement) that is outstanding and unexercised immediately prior thereto (after giving effect to the adjustments to Conexant Stock Options (as defined in Section 5.2(b)(i)) to be effected in connection with the Distribution as provided for in the Employee Matters Agreement) shall cease to represent a right to acquire shares of Washington Common Stock and shall, as of the Effective Time, automatically be converted into a Converted Option exercisable for a number of shares of Alpha Common Stock and at an exercise price determined as provided below (and otherwise subject to the terms of the appropriate Washington Stock Plan (as defined in the Employee Matters Agreement) governing such option and the agreements evidencing grants thereunder):
(i) The number of shares of Alpha Common Stock to be subject to the Converted Option shall be equal to the product of the number of shares of Washington Common Stock subject to the unexercised portion of the Washington Option (as adjusted in connection with the Distribution) multiplied by the Exchange Ratio, provided that any fractional shares of Alpha Common Stock resulting from such multiplication shall be rounded down to the nearest whole share; and
(ii) The exercise price per share of Alpha Common Stock under the Converted Option shall be equal to the exercise price per share of Washington Common Stock under the Washington Option (as adjusted in connection with the Distribution) divided by the Exchange Ratio, provided that such exercise price shall be rounded up to the nearest whole cent.
Option Conversion. Outstanding REI Options granted prior to the year 2001 that are unexercised and unexpired as of the Distribution Date shall be replaced with two options, subject to specific country tax and legal requirements, one a New REI Option and one a Resources Option as follows. In general, a REI Option that qualifies as an incentive stock option under the Code will be replaced with a New REI Option and a Resources Option which will qualify as incentive stock options, provided, however, that in order for incentive stock options to remain qualified and retain their tax benefits under the Code, the adjustment formulas described below may be required to be altered. With respect to each New REI Option, (i) the number of shares of REI Common Stock subject to such New REI Option shall equal the number of shares of REI Common Stock subject to the REI Option immediately before the Distribution Date, and (ii) the per-share exercise price of such New REI Option shall equal the per-share exercise price of the REI Option immediately prior to the Distribution Date multiplied by 1 minus a fraction, the numerator of which is the Distribution Ratio multiplied by the Resources Stock Value and the denominator of which is the REI Stock Value. With respect to each Resources Option, (i) the number of shares of Resources Common Stock subject to such Resources Option, shall equal the number of shares of REI Common Stock subject to the REI Option immediately before the Distribution Date multiplied by the Distribution Ratio, and (ii) the per-share exercise price of such Resources Option shall equal the Resources Stock Value multiplied by a fraction, the numerator of which is the per-share exercise price of the REI Option immediately prior to the Distribution Date and the denominator of which is the REI Stock Value. The exercise price per share of each such New REI Option and Resources Option will be determined such that, immediately following the Distribution Date, the difference between the exercise price of each option and the fair market value of the shares underlying each option approximately equals, in the aggregate, the difference between the exercise price of each REI Option and the fair market value per share of REI Common Stock (with dividend) immediately prior to the Distribution Date. In addition, the ratio of the exercise price of the New REI Options to the fair market value of REI's Common Stock immediately after the Distribution Date, and the ratio of the exercise price of the...
Option Conversion. Effective as of the closing of the Contributions, Shareholder agrees that each Conversion Option shall be cancelled and, in substitution therefor, converted into a New Option that shall cover the number of shares and have such per share exercise price set forth on Schedule A, such substitution being made in accordance with Treasury Regulation Section 1.424-1 and Proposed Treasury Regulation 1.409A-1(5)(v). Each New Option shall be subject to, and evidenced by, the Conversion Stock Option Agreement.
Option Conversion. Each option holder may, by written notice to FFC received by FFC not less than at least 10 business days prior to the Effective Time, elect to have all or a portion of such holder's outstanding ALFC Options converted into options ("FFC Options") to purchase shares of FFC Common Stock. Any such election shall identify the Outstanding ALFC Options to be converted into FFC Options and shall become irrevocable upon receipt by FFC of the notice of election. The Outstanding ALFC Options identified in each such election shall be converted automatically into options to purchase shares of FFC Common Stock in an amount and at an exercise price determined as provided below, and each ALFC Option shall otherwise remain subject to the ALFC Option Plan and the agreements evidencing grants thereunder, and any other agreements between ALFC and an optionee regarding ALFC Options. The number of shares of FFC Common Stock (rounded down to the nearest whole share) to be subject to the new option shall be equal to the product of (i) the number of shares of ALFC Common Stock subject to the Outstanding ALFC Options being converted, and (ii) the Exchange Ratio. The exercise price per share of FFC Common Stock under the new option shall be equal to the quotient of the per share exercise price of the Outstanding ALFC Option being converted divided by the Exchange Ratio, rounded up to the next whole cent. The duration and other terms of the new option shall be the same as the original Outstanding ALFC Options being converted.
Option Conversion. If an Event of Default occurs, Toolbox may convert the Loan Amount, plus accrued but unpaid interest (the “Total Conversion Funds”) into an equity interest (common shares) in Toolbox (the “Conversion Option”). To the extent that an Event of Default looks imminent, Toolbox will provide written notice of its election to do so at the Maturity Date. To the extent Toolbox exercises the Conversion Option, the Total Conversion Funds shall be used to purchase Toolbox common shares at a price per share equal to the then-current price at which Toolbox is selling its common shares as of the date of Xxxxxx’s receipt of written notice of Toolbox’s election to exercise the Conversion Option. By way of illustration, should Lender loan Toolbox $100,000 and Toolbox would elect to exercise the Conversion Option at the Maturity Date, the Total Conversion Funds shall be $100,000 (assuming the annual interest-only payment had been made). As an example conversion, to the extent that Toolbox was selling common shares at the time of conversion at $0.34 per share, the Lender shall be entitled to use the Total Conversion Funds to acquire Toolbox’s common shares at a purchase price of $0.34. Following Toolbox’s exercise of the Conversion Option, Lender shall sign and deliver to Toolbox such subscription agreement, stock purchase agreement or related documentation as Toolbox may reasonably request in order to formally document Lender’s purchase of Toolbox common shares. In the event Toolbox does not exercise the Conversion Option within ten (10) days of the Maturity Date, the Conversion Option shall be irrevocably forfeited, and Toolbox shall repay the Loan Amount, plus all accrued interest within ten (10) days of the Maturity Date. If Toolbox does not exercise the Conversion Option and does not pay the Loan Amount and any accrued interest on the Loan Amount (the “Outstanding Balance”) within ten (10) days after the Maturity Date, any past-due amount shall accrue interest at the default interest rate of two percent (2%) per month until paid.
Option Conversion. At the Effective Time, all SuiteSpeed Options then outstanding under the 2004 Stock Option/ Stock Issuance Plan (the "Option Plan"), whether vested or unvested, shall be assumed by RMLX in accordance with this Section 2.
15.1. Each SuiteSpeed Option so assumed by RMLX at the Effective Time will continue to have, and be subject to, the same terms and conditions set forth in the Option Plan immediately prior to the Effective Time (including, without limitation, any repurchase rights), except that (i) each SuiteSpeed Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of RMLX Common Stock equal to the product of the number of shares of SuiteSpeed Common Stock that were underlying such SuiteSpeed Option immediately prior to the Effective Time multiplied by the Merger Conversion Number, rounded down to the nearest whole number of shares of RMLX Common Stock, and (ii) the per share exercise price for the shares of RMLX Common Stock issuable upon exercise of such assumed SuiteSpeed Option will be equal to the quotient determined by dividing the exercise price per share of SuiteSpeed Common Stock at which such SuiteSpeed Option was exercisable immediately prior to the Effective Time by the Merger Conversion Number, rounded down to the nearest whole cent; provided, however, that in the case of any SuiteSpeed Option to which Section 422 of the Code applies, the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in accordance with Section 424(a) of the Code. In connection with the assumption by RMLX of the SuiteSpeed Options pursuant to this Section 2.15.1, SuiteSpeed shall be deemed to have assigned to RMLX, effective at the Effective Time, SuiteSpeed's right, if any, to repurchase unvested shares of SuiteSpeed Common Stock issuable upon the exercise of the SuiteSpeed Options or previously issued upon the exercise of options granted under the Option Plan, in accordance with the terms of the Option Plan and the related stock option agreements and stock purchase agreements entered into under the Option Plan.
Option Conversion. Subject to the terms of ARTICLE 6, CUSTOMER shall have the possibility to convert the Optional Launch, either as a Backup Launch or as a Firm Launch, at any time by written notice to ARIANESPACE for a Launch with an initial Launch Period scheduled in accordance with the terms of Paragraph 6.1 of ARTICLE 6.
Option Conversion. (i) Propel Employees who hold unvested Motorola options as of the Effective Date will be granted shares of Propel restricted stock as of the Effective Date to compensate them for the possibility that their unvested Motorola options will expire prior to the time that they can be exercised or exchanged for Propel options. The number of shares of Propel restricted stock granted to each Propel Employee will be determined by taking the value of their unvested Motorola options as of the Effective Date and dividing that number by the initial public offering price of shares of Propel common stock. The value of the unvested Motorola options will be calculated using a Black-Scholes valuation methodology and based on the price of the Motorola common stock on the Effective Date, as agreed to by Motorola and Propel. These Propel restricted stock awards will be subject to the same vesting schedule and terms, other than the exercise price, as the unvested Motorola options that these awards are intended to replace.
(ii) Propel Employees will continue to hold their vested and unvested Motorola options after the Effective Date on the same terms and conditions under which they were held prior to the Effective Date; provided that at the time Motorola owns less than 50% of Propel's common stock (the "Exchange Date"), all Propel Employees holding vested Motorola options will have the right to elect to exchange their vested Motorola options for vested Propel options using the Financial Accounting Standards Board 90-9 Rule, such that the dollar value of each Propel Employee's vested Motorola options shall equal the dollar value of the substitute vested Propel options and the ratio of the exercise price per Propel option to the fair market value per Propel share shall equal the ratio of the exercise price per Motorola option to the fair market value per Motorola share. Accordingly, for each grant of unexercised vested Motorola options (A) the number of exchanged vested Propel options will be calculated by dividing the Fair Market Value (as defined below) of the Motorola common stock on the Exchange Date by the Fair Market Value of the Propel common stock on the Exchange Date and multiplying the resulting number by the number of Motorola options in such grant and (B) and the exercise price of the exchanged vested Propel options will be calculated by dividing the Fair Market Value of the Propel common stock on the Exchange Date by Fair Market Value of the Motorola common stock on th...
Option Conversion. From the date hereof until a date that is two years from the date hereof (the "Option Period"), Lender or its assignees shall have the option, which option shall survive the payoff of the Loan, to purchase 10% of the Genesis Group Holdings, Inc.'s fully-diluted common equity (including giving effect to all dilution from all equity and equity convertible stock, notes, warrants or other securities on an as-converted basis) as calculated at the time of exercise of the option (the "Common Stock") for a total payment of $450,000 (the "Option"). The Option may be exercised by written notice from Lender and either (i) payment via check or wire transfer or (ii) by a conversion of Borrower's outstanding obligations hereunder and under the Note pursuant to the following terms and conditions.
