Option Matters. From the date hereof until the Effective Time, without Parent’s prior written consent, each Shareholder who is a holder of Company Stock Options agrees not to exercise any such Company Stock Options (in whole or in part) or Transfer any such Company Stock Options (or any portion thereof) during such period.
Option Matters. If the Company ends the Term without Cause, the Company and Laves agree that notwithstanding any term or provision of any agreement between Laves and the Company to the contrary, (i) all options held by Laves to acquire shares of the common stock of the Company at the time of termination shall immediately become vested, and shall be immediately exercisable by Laves or his personal representative, and (ii) Laves (or his personal representative, as the case may be) shall have the right to exercise such vested options, and all other options previously vested in Laves prior to the date of termination, for a period of 365 days following such end of the Term. Laves and the Company agree that except as set forth above, all option agreements referred to above shall remain in full force and effect in accordance with their terms.
Option Matters. Each holder of an option to purchase Company Common Stock set forth on SCHEDULE 8.10 hereto shall have executed and delivered to HBIO an Agreement in substantially the form of EXHIBIT 8.10 attached hereto with respect to the cancellation of its existing Options and the substitution therefor of HBIO Options. The Company's Board of Directors or the Compensation Committee thereof shall have determined that such HBIO Options are equivalent and comparable to the existing Options.
Option Matters. If the Company ends the Term without Cause, the Company and Smitx xxxee that notwithstanding any term or provision of any agreement between Smitx xxx the Company to the contrary, (i) all options held by Smitx xx acquire shares of the common stock of the Company at the time of termination shall immediately become vested, and shall be immediately exercisable by Smitx xx his personal representative, and (ii) Smitx (xx his personal representative, as the case may be) shall have the right to exercise such vested options, and all other options previously vested in Smitx xxxor to the date of termination, for a period of 365 days following such end of the Term. Smitx xxx the Company agree that except as set forth above, all option agreements referred to above shall remain in full force and effect in accordance with their terms.
Option Matters. (a) Prior to the Closing Date, Parent shall take all action necessary to adopt the Parent 2013 Omnibus Incentive Plan in substantially the form attached to this Agreement as Exhibit K (the “Option Plan”).
(b) Effective upon the Closing, each Thin Crust Option that is outstanding immediately prior to the Closing (whether vested or unvested) shall be substituted for an option to purchase Parent Common Stock granted under the Option Plan, with such substitution to be effected in a manner that is consistent with the requirements of Section 409A of the Code. Each Thin Crust Option so substituted by Parent under this Agreement (each, a “Thin Crust Substituted Option”) will, from and after the Closing, be subject to the Option Plan but have substantially the same terms and conditions of the Deep Dish Option for which it is substituted (including vesting schedule), except that (i) each such Thin Crust Substituted Option will be exercisable (or will become exercisable in accordance with its terms) for that number of shares of Parent Common Stock equal to the number of Thin Crust Common Units that were subject to such Thin Crust Option immediately prior to the Closing and (ii) the per share exercise price for the Parent Common Stock issuable upon exercise of such Thin Crust Substituted Option will be equal to the exercise price per Thin Crust Common Unit at which such Thin Crust Option was exercisable immediately prior to the Closing. At the Closing, the Parent board of directors or a committee thereof shall succeed to the authority and responsibility of the Thin Crust board of directors or any committee thereof with respect to each Thin Crust Substituted Option. Following the Closing, each holder of Thin Crust Substituted Options shall be provided with, and shall be directed to execute, a new agreement containing the terms and conditions of such Thin Crust Substituted Options.
(c) Effective upon the Closing, each Deep Dish Option that is outstanding immediately prior to the Closing (whether vested or unvested) shall be substituted for an option to purchase Parent Common Stock granted under the Option Plan, with such substitution to be effected in a manner that is consistent with the requirements of Section 409A of the Code. Each Deep Dish Option so substituted by Parent under this Agreement (each, a “Deep Dish Substituted Option” and, together with the Thin Crust Substituted Options, the “Substituted Options”) will, from and after the Closing, be subject to the Opt...
Option Matters. The Company and Parent shall take reasonable steps consistent with the terms of this Agreement to ensure that, where a Company Option is a qualifying option for the purposes of Chapter 9, Part 7 and Schedule 5 of ITEPA, any replacement hereunder of that option shall satisfy paragraphs 41 to 43 of Schedule 5 of ITEPA. In addition, the Company and Parent shall file in a timely manner full and accurate Tax Returns in respect of the grant of any replacement option to the extent required by Legal Requirements.
Option Matters. If the Term expires or ends for any reason other than termination by the Company for Cause, the Company and Waskx xxxee that notwithstanding any term or provision of any agreement between Waskx xxx the Company to the contrary, (i) all options held by Waskx xx acquire shares of the common stock of the Company at the time of termination shall immediately become vested, and shall be immediately exercisable by Waskx (xx, in the event of his death or disability, by his heirs, beneficiaries or personal representative), and (ii) Waskx (xx his heirs, beneficiaries or personal representative, as the case may be) shall have the right to exercise such vested options, and all other options previously vested in Waskx xxxor to the date of termination, for a period of 365 days following such end of the Term. Waskx xxx the Company agree that except as set forth above, all option agreements referred to above shall remain in full force and effect in accordance with their terms.
Option Matters. At the Closing, the Company shall take all such actions as are necessary to terminate the Indilinx Option Plan, and all outstanding Indilinx Options granted thereunder, without the issuance of any further Indilinx Options prior to such termination. The Company Option Holders will receive the Cash Consideration in the portions set forth as percentages opposite their names under the heading “Percentage of Cash Consideration to be Received” in consideration of a full release, in a form of Stock Option Termination Agreement (the “Release”) reasonably satisfactory to the Purchaser, of any claims of equity or other ownership in the Company; provided, that (i) $431,710 of the Cash Consideration (as may be adjusted in the final Consideration Schedule) payable to holders of vested Indilinx Options will be payable on the Closing Date, and (ii) $136,749 of the Cash Consideration (as may be adjusted in the final Consideration Schedule) payable to holders of unvested Indilinx Options will only be payable on the date (the “Option Payment Date”) on which the Purchaser telephonically confirms effectiveness of a Registration Statement (as defined in the Registration Rights Agreement) with the Securities and Exchange Commission (the “SEC”).
Option Matters. The Company shall have delivered to Parent a fully executed Option Cancellation Agreement from each holder of a Vested Company Option. The Company shall have delivered to Parent evidence satisfactory to Parent that the Company has taken all necessary actions to effect the treatment of Company Options described in Section 1.6(c) hereof
Option Matters. If the Company ends the Term without Cause, the Company and Craix xxxee that notwithstanding any term or provision of any agreement between Craix xxx the Company to the contrary, (i) all options held by Craix xx acquire shares of the common stock of the Company at the time of termination shall immediately become vested, and shall be immediately exercisable by Craix xx his personal representative, and (ii) Craix (xx his personal representative, as the case may be) shall have the right to exercise such vested options, and all other options previously vested in Craix xxxor to the date of termination, for a period of 365 days following such end of the Term. Craix xxx the Company agree that except as set forth above, all option agreements referred to above shall remain in full force and effect in accordance with their terms.
