Option Treatment Sample Clauses

Option Treatment. Prior to the Effective Time, Company shall take all actions necessary and appropriate to provide that immediately prior to the Effective Time, but subject to the Effective Time occurring, each unexpired and unexercised option, whether vested or unvested, to purchase shares of Company Common Stock (as defined in Section 2.2 hereof) under any stock option plan of Company (collectively, the “Company Plan Options”) including but not limited to the Company 1995 Stock Option Plan, and the 1995 Company Non-Employee Director’s Stock Option Plan (collectively, the “Company Option Plans”) and each other option, warrant or similar right to purchase shares of Company Common Stock (collectively, the “Company Non-Plan Options” and together with the Company Plan Options, the “Company Options”) set forth on Schedule 2.2, without regard to whether such option is then exercisable, shall be cancelled and, in exchange therefor, each former holder of any cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option and in settlement therefor, a payment in cash (subject to any applicable withholding or other taxes required by applicable law to be withheld) of an amount equal to the product of (A) the total number of shares of Company Common Stock previously subject to such Company Options and (B) the excess, if any, of the Per Share Amount (as defined below) over the exercise price per share of Company Common Stock previously subject to such option plus, if applicable, the per share cash value of the Additional Merger Consideration such holder would have received if such holder had exercised his or her Company Options prior to the Effective Time, less any applicable tax withholding (such amounts payable hereunder being referred to collectively as the “Option Payments”). From and after the Effective Time, any such cancelled Company Options shall no longer be exercisable by the former holder thereof, but shall only entitle such holder, subject to receipt by the Exchange Agent (as defined in Section 1.9(a)) of the surrendered Company Option agreement, together with a written instrument, reasonably satisfactory to Acquisition Co., duly executed by the holder of such Company Option, representing that (i) he, she or it is the owner of all Company Options represented by such Company Option agreement and (ii) a confirmation of, and consent to, the cancellation of all of his, her or its Options, to the payment of the applicable Option...
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Option Treatment. (a) Pursuant to the EXACT Sciences Corporation 2000 Stock Option and Incentive Plan and subject to the associated stock option agreements (collectively “Equity Documents”), as of March 31, 2009, Executive held vested and unvested options to purchase 620,000 shares of the Company’s stock with an exercise price of greater than $2.00 per share (collectively, the “Repurchase Options”). In lieu of accelerated vesting, an extension of the option exercise period and any other enhanced equity rights whether arising from the Employment Agreement, the Equity Documents or otherwise, the Company shall repurchase from Executive all of the Repurchase Options for an aggregate purchase price of $39,100 (the “Repurchase”), less applicable deductions and withholdings. The Repurchase will take place on March 31, 2009. Executive acknowledges and agrees that, after the Repurchase, he will have no further interest in any of the Repurchase Options.
Sample 1
Option Treatment. Each Share subject to an option (other than an option held by a shareholder of Purchaser which shall be cancelled or assumed by the Purchaser) outstanding immediately prior to the consummation of the Offer shall be settled in cash by Purchaser at the time of the consummation of the Offer for an amount equal to the positive difference between the Offer Price and the per Share exercise price, or, if the per Share exercise price equals or exceeds the Offer Price, the outstanding option shall be cancelled upon the consummation of the Offer.
Sample 1
Option Treatment. As of the Effective Time, all outstanding options to purchase Holdings Common Shares granted by Holdings pursuant to its stock option plans or otherwise (the “Options”), whether vested or unvested, whether or not exercisable, shall by virtue of the Merger be automatically canceled and retired and shall cease to exist and the sole right of the holders of the Options (“Optionholders”) with respect to such Options shall be the right to receive, in respect of those Options which are, or will be at the Closing, vested (or that automatically vest in connection with the Merger), payments in cash equal to (a) the respective amounts set forth opposite their names on Schedule 2.05 (as adjusted to reflect adjustments to the cash portion of the Merger Consideration pursuant to Section 2.03(b)), payable on the Closing Date minus the aggregate exercise price at which such Option is exercisable immediately prior to the Effective Time, and (b) the product of any Per Share Escrow Consideration multiplied by the number of Holding Common Shares issuable upon the exercise of the Options held by such Optionholder immediately prior to the Effective Time. All payments to Optionholders shall be treated as compensation when such consideration is actually paid, and each such payment shall be subject to and reduced by all applicable federal, state and local withholding Taxes. The Board of Directors of Holdings shall adopt such resolutions and take such actions as may be required to cause each Option outstanding at the Effective Time to be terminated in accordance with this Section 2.05.
Sample 1
Option Treatment. The Company has taken all actions necessary (under any Stock Plan, any applicable Legal Requirement, the stock option award agreements or otherwise) to effectuate the provisions of Section 1.2 and to ensure that, from and after the Closing, each individual who held an Option at any time prior to the Closing shall cease to have any rights with respect thereto, except as specifically set forth in Section 1.2(a).
Sample 1
Option Treatment. (a) Provided that the undersigned has satisfied and complied with the Separation Benefit Conditions:
Sample 1
Option Treatment. Consultant currently holds the following options to purchase Common Stock (the "Options") issued under MSI's 1985 Stock Option Plan, as amended to date (the "Plan"): Incentive Stock Option Agreement dated November 5, 1992, relating to 10,000 shares of the Company's Common Stock at an exercise price of $1.65 per share; and Incentive Stock Option Agreement dated September 10, 1993, relating to 20,000 shares of the Company's Common Stock at an exercise price of $6.1875. With respect to the Options, MSI and the Consultant have agreed that notwithstanding the provisions of Section 5(e) of the Plan and the corresponding provisions of the Options, the Board of Directors of the Company acting pursuant to Sections 5(h) and 10 of the Plan, has agreed to waive the provisions of such sections requiring exercise of the options during a prescribed period following termination of Consultant's employment by the Company and to provide that the Options shall remain exercisable by Consultant following expiration or termination of this Agreement for the full remainder of the specified term thereof subject only to the provisions of the Options related to exercise of the Options upon the death of Employee (Section 5(e)(ii) of the Plan). Employee acknowledges that the amendment to the Options set forth above shall result in the Options no longer qualifying as "incentive stock options" under the Plan and therefore that the Options will not qualify for the favorable tax treatment afforded incentive stock options under Section 422 of the Internal Revenue Code. Accordingly, the Options shall hereafter be subject to taxation as "non-statutory options" for tax purposes and will have the tax treatment afforded such type of options including the applicable withholding requirement upon exercise of the Options. In the event that the shares subject to the Options are not then registered with the Securities and Exchange Commission under an effective registration statement on Form S-8 (or other applicable form) and further in the event that such shares may in the opinion of counsel to the Company be subject to restrictions on their resale under the federal securities laws (other than a filing of a notice of sale under Rule 144 of the federal securities laws), then the Company grants to Consultant "piggyback" registration rights with respect to the shares issuable upon exercise of the Options with regard to registrations of Company Common Stock under the Securities Act of 1933, as amended, in...
Sample 1
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Related to Option Treatment

  • Sale Treatment The Company has determined that the disposition of the Mortgage Loans pursuant to this Agreement will be afforded sale treatment for accounting and tax purposes;

  • REIT Treatment The Company will use its best efforts to meet the requirements to qualify as a “real estate investment trust” under the Code for any taxable years that include any portion of the term of this Agreement.

  • Reorganization Treatment Neither the Company nor any Company Subsidiary has taken or agreed to take any action that would prevent the Merger from constituting a reorganization qualifying under the provisions of Section 368(a) of the Code.

  • Corporate Treatment The Board shall use its reasonable best efforts to take such actions as are necessary or appropriate to preserve the status of the Company as a partnership for U.S. federal (and applicable state and local) income tax purposes. If, however, the Board determines, in its sole discretion, for any reason (including the proposal, formally or informally, of legislation that could affect the Company’s status as a partnership for U.S. federal and/or applicable state and local income tax purposes) that it is not in the best interests of the Company to be characterized as a partnership, the Board may take whatever steps, if any, are needed to cause the Company to be or confirm that the Company will be treated as an association or as a publicly traded partnership taxable as a corporation for U.S. federal (and applicable state and local) income tax purposes, including by making an election to be taxed as a “C” corporation pursuant to the Code (a “Change in Tax Classification”), without any approval or vote of the Members required, and to make such filings, including without limitation, a Form 8832 with the Service, and to undertake such actions as required to effect such Change in Tax Classification. At the time and following any Change of Tax Classification, the Board shall have the right, without any approval or vote of the Members being required, to amend this Agreement as reasonably required to effect the Change in Tax Classification and to provide for the operations of the Company following such event. Notwithstanding anything in this Agreement to the contrary, in the event U.S. federal (and/or applicable state and local) income tax laws, rules or regulations are enacted, amended, modified or applied after the date hereof in such a manner as to require or necessitate that the Company no longer be treated as a partnership for U.S. federal (and/or applicable state and local) income tax purposes, then the first sentence of this Section 8.7 shall no longer apply.

  • Equal Treatment No consideration shall be offered or paid to any person to amend or consent to a waiver or modification of any provision of the Transaction Documents unless the same consideration is also offered and paid to all the Subscribers and their permitted successors and assigns.

  • Consistent Treatment Unless and until there has been a Final Determination to the contrary, each Party agrees not to take any position on any Tax Return, in connection with any Tax Contest or otherwise that is inconsistent with (i) the treatment of payments between the Parent Group and the SpinCo Group as set forth in Section 5.4, (ii) the Tax Materials or (iii) the Intended Tax Treatment.

  • Confidential Treatment The parties hereto understand that any information or recommendation supplied by the Sub-Adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Investment Manager, the Company or such persons the Investment Manager may designate in connection with the Fund. The parties also understand that any information supplied to the Sub-Adviser in connection with the performance of its obligations hereunder, particularly, but not limited to, any list of securities which may not be bought or sold for the Fund, is to be regarded as confidential and for use only by the Sub-Adviser in connection with its obligation to provide investment advice and other services to the Fund.

  • Treatment of Options Immediately prior to the Effective Time, each option to purchase Shares (each, a “Company Option”) under any stock option or other equity or equity-based plan of the Company, including the 2007 Equity and Incentive Plan, as amended and restated effective as of June 11, 2013 (the “Company Equity Plans”), that is unexpired and unexercised and vested immediately prior to the Effective Time (a “Vested Company Option”) (or portion thereof), shall be cancelled and, in exchange therefor, each former holder of any such cancelled Vested Company Option shall be entitled to receive, in consideration of the cancellation of such Vested Company Option and in settlement therefor, a payment in cash (subject to any applicable withholding or other Taxes required by applicable Law) of an amount equal to the product of (i) the total number of Shares subject to such Vested Company Option immediately prior to such cancellation and (ii) the excess, if any, of the Merger Consideration over the exercise price per Share subject to such Vested Company Option immediately prior to such cancellation (such amounts payable hereunder being referred to as the “Option Payments”). No holder of a Vested Company Option that, as of immediately prior to such cancellation, has an exercise price per Share that is equal to or greater than the Merger Consideration shall be entitled to any payment with respect to such cancelled Vested Company Option. From and after the Effective Time, each Vested Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the Option Payment, if any. On or as soon as practicable following the Closing, but in any event no later than 15 days following the Closing, the Surviving Corporation shall make, by a payroll payment through the Company’s or Merger Sub’s payroll provider and subject to withholding, if any, as described in Section 2.5 to each holder of Vested Company Options, such holder’s Option Payment.

  • Accounting Treatment For accounting purposes, the Merger is intended to be treated as a "purchase."

  • CONFIDENTIAL TREATMENT REQUESTED Certain portions of this document have been omitted pursuant to a request for confidential treatment and, where applicable, have been marked with an asterisk (“[*****]”) to denote where omissions have been made. The confidential material has been filed separately with the Securities and Exchange Commission.

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