Options and Other Purchase Rights Sample Clauses

Options and Other Purchase Rights. All outstanding options and other rights to acquire Shares granted to employees under any stock option or purchase plan, commitment, program or similar arrangement of the Company (each, as amended, an "Option Plan" and, such options and other rights, "Stock Options"), whether or not then exercisable or vested, will, subject to the Company's receipt of any required consents ("Option Consent") of holders of Stock options, be canceled, and the holders thereof shall be entitled to receive from the Company, for each Share subject to such Stock Option, in settlement and cancellation thereof, an amount in cash equal to the excess, if any, of the Per Share Merger Consideration over the exercise price per share of such Stock Option, which amount shall be paid by the Company at the Effective Time; provided, that with respect to any person subject to Section 16 of the Exchange Act, any such amount shall be paid as soon as practicable after the first date payment can be made without liability to such person under Section 16(b) of the Exchange Act. The foregoing payments shall be subject to all withholding tax requirements. The Company will use reasonable efforts to obtain Option Consents to the cancellation of Stock Options in accordance with this Section 2.10. The Company will give all holders of Stock Options the notice required for all Stock Options that are not so canceled to terminate and cease to be exercisable at the Effective Time.
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Options and Other Purchase Rights. (a) The Company shall use its best efforts to obtain from each holder of options ("Company Options") granted under the stock option plans of the Company or any subsidiary of the Company ("Company Option Plans") an agreement in the form of Exhibit B hereto pursuant to which on the Closing Date the Company will cancel such Company Options and make the payments described below. On the Closing Date, each Company Option for which an agreement from the holder thereof has been obtained pursuant to this Section 2.1(a) that is outstanding immediately prior to the Closing Date, whether or not then exercisable or vested, will be canceled by the Company effective on the Closing Date, and the holders thereof shall be entitled to receive, for each Share subject to such Company Option, in settlement and cancellation thereof, an amount in cash equal to the positive difference, if any, between the Per Share Amount and the exercise price per share of such Company Option, which amount shall be paid by the Company at the time the Company Option is canceled; provided, however, that for purposes of calculating the amount of cash to be paid in respect of the cancellation of Company Options that are options to purchase shares of EagleEye Control Software Ltd. capital stock rather than Shares of the Company, the Per Share Amount used in the foregoing calculation shall be multiplied by 9.085. All applicable withholding taxes attributable to the payments made hereunder or to distributions contemplated hereby shall be deducted from the amounts payable under this Section 2.1(a) and all such taxes attributable to the cancellation of Company Options shall be withheld from the proceeds received in connection with the cancellation thereof. (b) To the extent permitted by the Company Option Plans, the Company Option Plans shall terminate on the Closing Date and any rights under any provisions in any other plan, program or arrangement providing for the issuance or grant by the Company of any interest in respect of the capital stock of the Company shall be canceled as of the Closing Date. (c) Purchaser shall make available to the Company all funds required to make the payments to the holders of Company Options as set forth in Section 2.1(a) above.
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Options and Other Purchase Rights. (a) The Company represents and warrants to the Purchaser and Parent that it has taken all action necessary so that all outstanding options and other rights to acquire Shares granted to directors, employees or others under any stock option or purchase plan, program or similar arrangement of the Company (each, as amended, an "Option Plan" and, such options and other rights, "Stock Options"), whether or not then exercisable or vested, will be cancelled by the Company upon consummation of the Offer. The holders thereof shall be entitled to receive, for each Share subject to such Stock Option, in settlement and cancellation thereof, an amount in cash equal to the positive difference, if any, between the Per Share Merger Consideration and the exercise price per share of such Stock Option, which amount shall be paid at the time the Stock Option or is (b) Except as provided herein or as otherwise agreed to by the parties and to the extent permitted by the Option Plans, the Option Plans shall terminate as of or prior to the Effective Time and any rights under the Stock Options granted under the Stock Option Plans shall be cancelled as of or prior to the Effective Time. (c) The Company represents and warrants to the Purchaser and Parent that all outstanding warrants to purchase Shares will, upon the Effective Time, be converted into the right to receive $2.00 cash instead of each Share which would otherwise be purchasable by the holder of the warrant upon the exercise thereof and payment of the warrant exercise price thereunder (which in each case is greater than $2.00 per Share). The Company will provide Purchaser with evidence of the foregoing or, with respect to any specific warrant, evidence of cancellation of such warrant satisfactory to Purchaser prior to the acceptance by Purchaser for payment of any Shares tendered under the Offer.
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Options and Other Purchase Rights. (a) EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.10(B), ALL OUTSTANDING OPTIONS AND OTHER RIGHTS TO ACQUIRE SHARES GRANTED TO EMPLOYEES UNDER ANY STOCK OPTION OR PURCHASE PLAN, COMMITMENT, PROGRAM OR SIMILAR ARRANGEMENT OF THE COMPANY (EACH, AS AMENDED, AN "OPTION PLAN" AND, SUCH OPTIONS AND OTHER RIGHTS, "STOCK OPTIONS"), WHETHER OR NOT THEN EXERCISABLE OR VESTED, WILL, SUBJECT TO THE COMPANY'S RECEIPT OF ANY REQUIRED CONSENTS ("OPTION CONSENT") OF HOLDERS OF STOCK OPTIONS, BE CANCELED, AND THE HOLDERS THEREOF SHALL BE ENTITLED TO RECEIVE FROM THE COMPANY, FOR EACH SHARE SUBJECT TO SUCH STOCK OPTION, IN SETTLEMENT AND CANCELLATION THEREOF, AN AMOUNT IN CASH EQUAL TO THE EXCESS, IF ANY, OF THE PER SHARE MERGER CONSIDERATION OVER THE EXERCISE PRICE PER SHARE OF SUCH STOCK OPTION, WHICH AMOUNT SHALL BE PAID BY THE COMPANY AT THE EFFECTIVE TIME; PROVIDED, THAT WITH RESPECT TO ANY PERSON SUBJECT TO SECTION 16 OF THE EXCHANGE ACT, ANY SUCH AMOUNT SHALL BE PAID AS SOON AS PRACTICABLE AFTER THE FIRST DATE PAYMENT CAN BE MADE WITHOUT LIABILITY TO SUCH PERSON UNDER SECTION 16(b) OF THE EXCHANGE ACT. THE FOREGOING PAYMENTS SHALL BE SUBJECT TO ALL WITHHOLDING TAX REQUIREMENTS. (b) NOTWITHSTANDING THE PROVISIONS OF SECTION 2.10(a) HEREOF, PARENT AND PURCHASER MAY OFFER TO ONE OR MORE HOLDERS OF STOCK OPTIONS THE RIGHT TO HAVE SUBSTITUTED FOR THE STOCK OPTIONS OF SUCH HOLDERS STOCK APPRECIATION RIGHTS ("SUBSTITUTE SARs") GRANTED BY KEY COMPONENTS, INC., A NEW YORK CORPORATION("KCI") AND THE SOLE MEMBER OF PARENT, GRANTED UNDER THE 0000 XXXX XXXX XXXXXXXXX XXXX XX XXX, XX SUCH TERMS AND CONDITIONS, INCLUDING LIMITATIONS ON THE AGGREGATE AMOUNT OF SUBSTITUTE SARs TO BE OFFERED AND OVER-ALLOTMENT PROCEDURES, AS KCI MAY IN ITS SOLE DISCRETION DETERMINE. HOLDERS OF ANY STOCK OPTIONS FOR WHICH SUBSTITUTE SARs SHALL HAVE BEEN SUBSTITUTED ON OR BEFORE THE EFFECTIVE TIME SHALL NOT BE ENTITLED TO RECEIVE ANY AMOUNT IN SETTLEMENT AND CANCELLATION THEREOF PURSUANT TO SECTION 2.10(a), AND UPON SUCH SUBSTITUTION SUCH STOCK OPTIONS SHALL CEASE TO BE OUTSTANDING. (c) THE COMPANY WILL USE REASONABLE EFFORTS TO OBTAIN OPTION CONSENTS TO THE CANCELLATION OF STOCK OPTIONS IN ACCORDANCE WITH THIS SECTION 2.10. THE COMPANY WILL GIVE ALL HOLDERS OF STOCK OPTIONS THE NOTICE REQUIRED FOR ALL STOCK OPTIONS THAT ARE NOT SO CANCELED TO TERMINATE AND CEASE TO BE EXERCISABLE AT THE EFFECTIVE TIME. 2. Except as amended hereby, the Agreement shall remain in full force and effect. 3. This Amendment No. 1...
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Related to Options and Other Purchase Rights

  • Adjustments and Other Rights The Exercise Price and the number of Shares issuable upon exercise of this Warrant shall be subject to adjustment from time to time as follows; provided, that if more than one subsection of this Section 13 is applicable to a single event, the subsection shall be applied that produces the largest adjustment and no single event shall cause an adjustment under more than one subsection of this Section 13 so as to result in duplication:

  • Reports and Other Communications to Fund Shareholders The Manager shall assist in developing all general shareholder communications, including regular shareholder reports.

  • Capitalization and Other Share Capital Matters The authorized, issued, and outstanding shares of the Company is as set forth in each of the Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The shares of Common Stock conform, and, when issued and delivered as provided in this Agreement, the Offered Securities will conform, in all material respects to the description thereof contained in each of the Disclosure Package and Prospectus. All the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with applicable laws. None of the outstanding shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any shares of the Company other than those described in the Disclosure Package and the Prospectus. The description of the Company’s stock option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options, and rights. No further approval from Nasdaq or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities. Except as set forth in the Registration Statement, the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s shares of Common Stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

  • Voting Rights and Other Actions 10 SECTION 4.1. Prior Notice to Holder with Respect to Certain Matters.......................................10 SECTION 4.2. Action by Certificateholder with Respect to Certain Matters.......................................11 SECTION 4.3. Restrictions on Certificateholder's Power..............11 SECTION 4.4. Rights of Security Insurer.............................12

  • Stock Ownership and Other Equity Interests Attached hereto as Schedule 7 is a true and correct list of all the issued and outstanding stock, partnership interests, limited liability company membership interests or other equity interest of the Borrower and each Subsidiary and the record and beneficial owners of such stock, partnership interests, membership interests or other equity interests. Also set forth on Schedule 7 is each equity investment of Holdings, the Borrower or any Subsidiary that represents 50% or less of the equity of the entity in which such investment was made.

  • Dividend, Voting and Other Rights Except as otherwise provided in this Agreement, the Grantee will have all of the rights of a shareholder with respect to the Shares, including the right to vote the Shares and receive any dividends that may be paid thereon; provided, however, that any additional Shares or other securities that the Grantee may become entitled to receive pursuant to a stock dividend, stock split, combination of shares, recapitalization, merger, consolidation, separation or reorganization or any other change in the capital structure of the Company will be subject to the same restrictions as the Shares.

  • Executive and Other Committees The Trustees by vote of a majority of all the Trustees may elect from their own number an Executive Committee to consist of not less than two members to hold office at the pleasure of the Trustees, which shall have the power to conduct the current and ordinary business of the Trust while the Trustees are not in session, including the purchase and sale of securities and the designation of securities to be delivered upon redemption of Shares of the Trust or a Series thereof, and such other powers of the Trustees as the Trustees may delegate to them, from time to time, except those powers which by law, the Declaration of Trust or these By-Laws they are prohibited from delegating. The Trustees may also elect from their own number other Committees from time to time; the number composing such Committees, the powers conferred upon the same (subject to the same limitations as with respect to the Executive Committee) and the term of membership on such Committees to be determined by the Trustees. The Trustees may designate a Chairman of any such Committee. In the absence of such designation the Committee may elect its own Chairman.

  • Contracts and Other Commitments The Company does not have and is not bound by any contract, agreement, lease, commitment, or proposed transaction, judgment, order, writ or decree, written or oral, absolute or contingent, other than (i) contracts for the purchase of supplies and services that were entered into in the ordinary course of business and that do not involve more than $100,000 and do not extend for more than one year beyond the date hereof, (ii) sales contracts entered into in the ordinary course of business, and (iii) contracts terminable at will by the Company on no more than thirty (30) days’ notice without cost or liability to the Company and that do not involve any employment or consulting arrangement and are not material to the conduct of the Company’s business. For the purpose of this paragraph, employment and consulting contracts and contracts with labor unions, and license agreements and any other agreements relating to the Company’s acquisition or disposition of patent, copyright, trade secret or other proprietary rights or technology (other than standard end-user license agreements) shall not be considered to be contracts entered into in the ordinary course of business.

  • Subdivisions, Combinations and Other Issuances If the Company shall at any time prior to the expiration of this Warrant subdivide the Shares, by split-up or otherwise, or combine its Shares, or issue additional shares of its Shares as a dividend, the number of Shares issuable on the exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision or stock dividend, or proportionately decreased in the case of a combination. Appropriate adjustments shall also be made to the purchase price payable per share, but the aggregate purchase price payable for the total number of Shares purchasable under this Warrant (as adjusted) shall remain the same. Any adjustment under this Section 7(a) shall become effective at the close of business on the date the subdivision or combination becomes effective, or as of the record date of such dividend, or in the event that no record date is fixed, upon the making of such dividend.

  • Voting and Other Rights (a) Only those Record Holders of Voting Shares on the Record Date set pursuant to Section 7.3 shall be entitled to notice of, and to vote at, a meeting of Members or to act with respect to matters as to which the holders of the Voting Shares have the right to vote or to act. All references in this Agreement to votes of, or other acts that may be taken by, the Voting Shares shall be deemed to be references to the votes or acts of the Record Holders of such Voting Shares on such Record Date. (b) With respect to Voting Shares that are held for a Person’s account by another Person (such as a broker, dealer, bank, trust company or clearing corporation, or an agent of any of the foregoing), in whose name such Voting Shares are registered, such other Person shall, in exercising the voting rights in respect of such Voting Shares on any matter, and unless the arrangement between such Persons provides otherwise, vote such Voting Shares in favor of, and at the direction of, the Person who is the Beneficial Owner, and the Company shall be entitled to assume it is so acting without further inquiry. (c) No Members shall have any cumulative voting rights.

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