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Optioned Shares Sample Clauses

Optioned Shares. The Optionee shall have the right to exercise this Option for all or a portion of the Optioned Shares which have become Vested Optioned Shares as of the date of exercise in accordance with this paragraph (a). Initially, none of the Optioned Shares shall be considered “Vested Optioned Shares” and all of the Optioned Shares shall be considered “Unvested Optioned Shares”. On the first anniversary of the date hereof prior to a Termination of Employment, 25% of the Optioned Shares shall become “Vested Optioned Shares”, and on each Quarterly Vesting Date thereafter prior to a Termination of Employment, 6.25% of the Optioned Shares shall become “Vested Optioned Shares”, such that all of the Optioned Shares shall be Vested Optioned Shares as of and after November 1, 2006 if a Termination of Employment does not occur prior to such date. Upon the occurrence of a Disposition Event (other than a Qualified Public Offering) prior to a Termination of Employment, 50% of the then Unvested Optioned Shares shall become Vested Optioned Shares. No Optioned Shares which have not already become Vested Optioned Shares shall become Vested Optioned Shares upon or after the Termination of Employment for any reason; provided, that (i) in the event of a Termination of Employment prior to the first anniversary of the date hereof (other than for Cause or by reason of the Optionee’s resignation without Good Reason), then the number of Optioned Shares equal to (x) the Initial Termination Percentage multiplied by (y) 25% of the Optioned Shares shall become Vested Optioned Shares as of the Termination Date; and (ii) in the event of a Termination of Employment after the first anniversary of the date hereof and prior to the fourth anniversary of the date hereof (other than for Cause or by reason of the Optionee’s resignation without Good Reason), then the number of Optioned Shares equal to (x) the Quarterly Termination Percentage multiplied by (y) 6.25% of the Optioned Shares shall become Vested Optioned Shares as of the Termination Date.
Sample 1Sample 2Sample 3See All (15)
Optioned Shares. Subject to the terms and conditions set forth herein, the Company hereby grants to the Optionee an option (the "Option") to purchase from the Company all or any part of a total of 400,000 shares (the "Optioned Shares") of the Company's Common Stock, $0.01 par value per share ("Common Stock"). For purposes of the restrictions on transfer and repurchase rights set forth herein, the term "Optioned Shares" shall include any securities issued in respect of, in lieu of, or in exchange for the securities originally covered by the Option.
Sample 1See All (14)
Optioned Shares. Upon completion of the Option Transaction, MPA will have good and valid title to the Optioned Shares, free and clear of all Liens other than (i) those restrictions on transfer, if any, contained in the articles of the Corporation and the Post Option Shareholders Agreement, and (ii) Liens granted by MPA.
Sample 1Sample 2
Optioned Shares. Article 1, Paragraph 1.l (d) of the Option Agreement is hereby amended and replaced with the following paragraph:
Sample 1
Optioned Shares. Subject to the terms and conditions set forth herein and pursuant to the Plan, the Company grants to the Optionee an option (the “Option”) to purchase from the Company all or any part of a total of 400 shares of Class B-1 Common Stock (collectively, the “Optioned Shares”), of which 300 Optioned Shares are for Optionee’s service as a member of the Board and 100 Optioned Shares are for Optionee’s service as Chairman of the Audit Committee of the Board. This Option is to be treated as a non-statutory stock option (and not as an “incentive stock option”) for purposes of the Internal Revenue Code, as amended.
Sample 1
Optioned Shares. Relying on the representations and warranties set forth in Section 3 hereof, Regent hereby grants to the Purchaser the sole and exclusive right and Option to acquire all of Regent’s right, title and interest in and to the Shares, which Option may be exercised by the Purchaser on the following basis and for the following consideration (the “Consideration”): (a) concurrent with the execution of this Agreement, the Purchaser shall deliver the EuroGas Shares to Regent; (b) on or before December 31, 2009, the Purchaser shall pay to Regent the sum of $3,000,000 (the “Cash Consideration”), and Regent shall have the right, at any time and from time to time until December 31, 2009, to convert all or any part of Cash Consideration into a subscription for restricted common shares of the Purchaser (“Conversion Shares”) at prevailing share prices on the following basis: (i) Regent shall provide the Purchaser with a written notice of conversion (a “Notice”), and each Notice must state the intention of Regent to convert the Cash Consideration or a portion thereof and the number of Conversion Shares for which Regent is subscribing, the effect of such conversion will be to reduce the Cash Consideration payable to Regent by the amount converted effective from the date the Notice is actually received by the Purchaser; (ii) the conversion price of Cash Consideration into Conversion Shares shall equal the last closing price of the Purchaser’s shares as traded on the Frankfurt Stock Exchange (Freiverkehr) in Germany on the trading day preceding the date of the Notice; (c) on or before March 31, 2009, the Purchaser shall deliver written confirmation from EuroGas Polska sp.zo.o, a wholly-owned subsidiary of XxXxxxxx Oil & Gas (UK) Ltd., to Regent that Regent has been granted the Production Royalty (the “PR Evidence”).
Sample 1
Optioned Shares. The Pre-existing Stockholders are simultaneously at Closing, granting to Misonix the Option Agreement. Each of the Pre-existing Stockholders shall receive on the Closing, the sum of Twenty Five Thousand ($25,000) Dollars, in consideration for issuance of the Option. Following the exercise of such option, the Pre-existing Stockholders represent that Misonix would own 90% of Sonora Stock.
Sample 1

Related to Optioned Shares

  • Option Shares For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares, the Company hereby grants to the Underwriters an option to purchase up to [●] additional shares of Common Stock, representing fifteen percent (15%) of the Firm Shares sold in the offering, from the Company (the “Over-allotment Option”). Such [●] additional shares of Common Stock, the net proceeds of which will be deposited with the Company’s account, are hereinafter referred to as “Option Shares.” The purchase price to be paid per Option Share shall be equal to the price per Firm Share set forth in Section 1.1.1 hereof. The Firm Shares and the Option Shares are hereinafter referred to together as the “Public Securities.” The offering and sale of the Public Securities is hereinafter referred to as the “Offering.”

  • Restricted Shares Employee hereby accepts the Restricted Shares when issued and agrees with respect thereto as follows:

  • Shares The term “

  • The Shares The Shares to be issued and sold by the Company hereunder have been duly authorized by the Company and, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and the issuance of the Shares is not subject to any preemptive or similar rights.

  • Unvested Options Each unvested outstanding Company Option held by a Continuing Employee (each an “Unvested Company Option”) shall be assumed by Parent (the “Assumed Options”) and will continue to have, and be subject to, the same terms and conditions set forth in the applicable Unvested Company Option documents (including any applicable Company Option Plan and stock option agreement or other document evidencing such Unvested Company Option, including but not limited to any employment or other agreement providing for accelerated vesting or other terms governing such Assumed Options) immediately prior to the Effective Time (including any repurchase rights or vesting provisions), except that (i) each such Unvested Company Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Stock equal to the product of the number of shares of Company Common Stock that were subject to such Unvested Company Option immediately prior to the Effective Time multiplied by the Conversion Rate (rounded down to the next whole number of shares of Parent Stock, with no cash being payable for any fractional share eliminated by such rounding), and (ii) the per share exercise price for the shares of Parent Stock issuable upon exercise of such assumed Unvested Company Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Unvested Company Option was exercisable immediately prior to the Effective Time by the Conversion Rate, rounded up to the nearest whole cent. The assumption and conversion of Unvested Company Options by Parent are intended to satisfy the requirements of Treasury Regulations Section 1.424-1 (to the extent such options were incentive stock options) and of Treasury Regulations Section 1.409A-1(b)(5)(v)(D). Following the Effective Time, the Board of Directors of Parent or a committee thereof shall succeed to the authority and responsibility of the Board of Directors of Company or any committee thereof with respect to each Assumed Option and references to Company shall become references to Parent under the applicable Company Option Plan and stock option agreement or other document evidencing such Assumed Option. Each unvested outstanding Company Option that is not an Unvested Company Option shall be treated as a Cancelled Option and shall be cancelled and extinguished, with no consideration payable in connection with such cancellation and no further rights to the holder thereof, at the Effective Time.

  • No Rights as Stockholder Until Exercise This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3.

  • Adjustment in Option Shares Should any change be made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Corporation's receipt of consideration, appropriate adjustments shall be made to (i) the total number and/or class of securities subject to this option and (ii) the Exercise Price in order to reflect such change and thereby preclude a dilution or enlargement of benefits hereunder.

  • NUMBER OF SHARES AND EXERCISE PRICE The number of shares of Common Stock subject to your option and your exercise price per share referenced in your Grant Notice may be adjusted from time to time for Capitalization Adjustments.

  • Vested Options On the next regularly scheduled payroll date of the Surviving Corporation occurring more than five (5) Business Days but less than twenty (20) Business Days following the Closing Date, the Surviving Corporation shall pay to each holder of a Vested Option (other than with respect to Non-Withholding Options) for whom Acquiror has received a duly executed Option Termination Agreement an amount in cash equal to the number of shares of Common Stock subject to such Vested Option multiplied by an amount equal to the difference between (a) the Per Share Closing Consideration, minus (b) the exercise price per share under such Vested Option, minus (c) such holder’s applicable Percentage of the Escrow Amount in respect of such Vested Option (the “Closing Options Payout Amount”). Following the Effective Time, the Paying Agent shall cause the applicable Closing Options Payout Amount to be paid to each holder of a Vested Option which is a Non-Withholding Option for whom Acquiror has received a duly executed Option Termination Agreement. The Closing Options Payout Amount payable to each holder of a Vested Option shall be set forth opposite such holder’s name on the Payment Schedule (such consideration subject to adjustment as provided herein and any applicable withholding Taxes). In the event of a conflict between the Payment Schedule and the provisions of this Agreement, the Payment Schedule shall control. Notwithstanding anything to the contrary herein or in the Company’s Amended and Restated Certificate of Incorporation (as amended as of the date hereof) (the “Restated Certificate”), Acquiror, Merger Sub, the Surviving Corporation, the Equityholder Representative and the Paying Agent shall be entitled to rely on the Payment Schedule as conclusive evidence of amounts payable to the holders of Vested Options pursuant to this Agreement. Each holder of a Vested Option, subject to receipt of a duly executed Option Termination Agreement, shall be entitled to receive with respect to each Vested Option subject thereto, such holder’s Percentage of the Earnout Payments, as and when such payments are required to be made, which amount shall be paid on the same schedule and on the same terms and conditions as apply to the Stockholders generally.

  • No Rights as Shareholder Until Exercise This Warrant does not entitle the Holder to any voting rights or other rights as a shareholder of the Company prior to the exercise hereof. Upon the surrender of this Warrant and the payment of the aggregate Exercise Price (or by means of a cashless exercise), the Warrant Shares so purchased shall be and be deemed to be issued to such Holder as the record owner of such shares as of the close of business on the later of the date of such surrender or payment.

Most Referenced Clauses

Most Referenced Definitions