Options and Other Securities Sample Clauses

Options and Other Securities. (1) In connection with the Arrangement, immediately prior to the Effective Time: (a) the Company shall cancel each Company Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the Company Optionholders, subject to Taxes where applicable, an amount equal to the Consideration per Class A Share less the applicable exercise price in respect of such Company Option (for greater certainty, where such amount is negative, neither the Company nor the Purchaser shall be obligated to pay the holder of such Company Option any amount in respect of such Company Option); (b) the Company will, where applicable, make the election described in subsection 110(1.1) of the Tax Act and comply in all respects with the requirements of that subsection, in respect of Company Options acquired by the Company for cancellation in connection with the Arrangement and shall provide evidence of such election to the Company Optionholders; and (c) the Company shall cancel each DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders of such securities, subject to Taxes where applicable, an amount equal to the Consideration per Class A Share. (2) The Company shall take all reasonable steps necessary or desirable to effect the measures contemplated by this Section 2.7, including the adoption of any plan amendments, obtaining the approval of the Board or a committee thereof and obtaining the Acknowledgments and Releases.
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Options and Other Securities. Except as set forth in Schedule 2.4(b) hereto, no options, warrants or other rights to purchase, agreements or other obligations to issue, or other rights to convert any obligation into any shares of Bancshares Common Shares have been authorized, granted or entered into by Bancshares. Other than as set forth in Section 2.4(a), there are no Bancshares debt or equity securities authorized or outstanding.
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Options and Other Securities. (1) The Company shall deliver, and the Purchaser shall be entitled to review prior to delivery, a written notice and election form to all holders of Company Options prior to the Effective Date advising such holders that the holders of Company Options may, notwithstanding any vesting or exercise provisions to which a Company Option might otherwise be subject (whether by contract, the conditions of a grant, applicable law or the terms of the Stock Option Plan), elect to: (a) surrender Company Options to the Company for cancellation pursuant to Section 2.3(b) of the Plan of Arrangement in exchange for a cash payment from the Company equal to the amount (if any) by which the Consideration exceeds the exercise price of such Company Option, less applicable withholdings; or (b) exercise Company Options in order to participate in the Arrangement as holders of the Company Shares, with such exercise being conditional on the closing of the Arrangement, and provided the holder tenders the exercise price and applicable withholding tax (as determined by the Company) to the Company. (2) The Parties acknowledge that on the Effective Date, all Company Options will be (i) surrendered by the holder thereof to the Company and cancelled in exchange as contemplated in Section 2.7(1)(a), or (ii) exercised as contemplated in Section 2.7(1)(b). (3) The Parties acknowledge that: (a) no deduction will be claimed by the Company or any Person not dealing at arm's length with the Company for the purposes of the Tax Act in computing their taxable income under the Tax Act in respect of the issuance of the payment of Consideration arising under the surrender or exercise of Company Options referred to in Section 2.7(1); and (b) the Company shall (and the Purchaser and Purchaser Parent shall, following the Effective Date, ensure that the Company shall): (i) make an election pursuant to subsection 110(1.1) of the Tax Act, within the time prescribed by the Tax Act, in respect of the Company Options; and (ii) provide evidence in writing of such election to holders of Company Options on a timely basis, it being understood that holders of Company Options shall be entitled to claim any deductions available to such holders pursuant to the Tax Act in respect of the calculation of any benefit arising from the issuance of Company Shares or payment of Consideration arising under the surrender or exercise of Company Options referred to in Section 2.7(1).
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Options and Other Securities. The Company shall have delivered to the Parent true and correct copies of (i) the Exchange Program adopted and implemented pursuant to the Company Stock Plan by the Board of Directors of the Company or administrator of the Company Stock Plan, as appropriate, providing for the cancellation and cash out of any Options granted under the Company Stock Plan not otherwise exercised prior to the Effective Time, (ii) the cashless exercise program, which may be part of an overall Exchange Program, adopted and implemented pursuant to the terms of the Company Stock Plan, and (iii) the termination and cancellation agreements with respect to, or other evidence of the termination and cancellation of, any Option that was not granted under the Company Stock Plan or any other Option, Warrant or other right to purchase or acquire or convert into any capital stock of the Company or any of its Subsidiaries and Phantom Options, whether vested or unvested, not exercised or converted prior to the Effective Time.
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Options and Other Securities. Except as set forth on Schedule 3.1(b) hereto, no options, warrants or other rights to purchase, agreements or other obligations to issue, or other rights to convert any obligation into any shares of Century Common Shares have been authorized, granted or entered into by Century. Other than as set forth in Section 3.1(a), there are no Century debt or equity securities authorized or outstanding. Except as set forth on Schedule 3.1(b), Century does not have, nor will it have at any time from the execution of this Agreement through the time of Closing (as hereinafter defined), any obligations or commitments related to the Common Shares that may require Century to issue or change the number of its issued or authorized Common Shares.
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Options and Other Securities. No options, warrants or other rights to purchase, agreements or other obligations to issue, or other rights to convert any obligation into any shares of Bank Common Shares have been authorized, granted or entered into by Bank. Other than as set forth in Section 3.1(a), there are no Bank debt or equity securities authorized or outstanding. Bank does not have, nor will it have at any time from the execution of this Agreement through the time of Closing (as hereinafter defined), any obligations or commitments related to the Common Shares which may require or permit Bank to issue or change the number of its issued or authorized Common Shares.
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Options and Other Securities. Schedule 2.2(b) sets ---------------------------- --------------- forth the names and addresses of all holders of Conning Options. Prior to Closing, Conning Corp. will have delivered to General American true, complete and correct copies of all agreements and plans relating to the Conning Options. Except as set forth on Schedule 2.2(b), there are no --------------- outstanding subscriptions, rights, options, warrants, conversion privileges or agreements of any kind entitling any person or entity to acquire from Conning Corp. any shares of the capital stock of Conning Corp. or any other type of security of Conning Corp. All of the Conning Options have been issued in full compliance with all applicable federal and state securities laws.
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Related to Options and Other Securities

  • 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:

  • 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 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.

  • 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.

  • Stamp and other duties The Borrowers shall pay all stamp, documentary, registration or other like duties or taxes (including any duties or taxes payable by any of the Creditors) imposed on or in connection with any of the Underlying Documents, the Security Documents or the Loan and shall indemnify the Creditors or any of them against any liability arising by reason of any delay or omission by the Borrowers to pay such duties or taxes.

  • 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

  • Concerning the Warrant Agent and Other Matters 8.1. Any instructions given to the Warrant Agent orally, as permitted by any provision of this Warrant Agreement, shall be confirmed in writing by the Company as soon as practicable. The Warrant Agent shall not be liable or responsible and shall be fully authorized and protected for acting, or failing to act, in accordance with any oral instructions which do not conform with the written confirmation received in accordance with this Section 8.1. (a) Whether or not any Warrants are exercised, for the Warrant Agent’s services as agent for the Company hereunder, the Company shall pay to the Warrant Agent such fees as may be separately agreed between the Company and Warrant Agent and the Warrant Agent’s out of pocket expenses in connection with this Warrant Agreement, including, without limitation, the fees and expenses of the Warrant Agent’s counsel. While the Warrant Agent endeavors to maintain out-of-pocket charges (both internal and external) at competitive rates, these charges may not reflect actual out-of-pocket costs, and may include handling charges to cover internal processing and use of the Warrant Agent’s billing systems. (b) All amounts owed by the Company to the Warrant Agent under this Warrant Agreement are due within 30 days of the invoice date. Delinquent payments are subject to a late payment charge of one and one-half percent (1.5%) per month commencing 45 days from the invoice date. The Company agrees to reimburse the Warrant Agent for any attorney’s fees and any other costs associated with collecting delinquent payments. (c) No provision of this Warrant Agreement shall require Warrant Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties under this Warrant Agreement or in the exercise of its rights.

  • 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.

  • Transfers and Other Liens; Additional Shares The Pledgor agrees that he will not (i) sell or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral, or (ii) create or permit to exist any lien, security interest, or other charge or encumbrance upon or with respect to any of the Pledged Collateral, except for the security interest under this Agreement.

  • Transfers and Other Liens Grantors shall not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except as expressly permitted by the Credit Agreement, or (ii) create or permit to exist any Lien upon or with respect to any of the Collateral of any Grantor, except for Permitted Liens. The inclusion of Proceeds in the Collateral shall not be deemed to constitute Agent’s consent to any sale or other disposition of any of the Collateral except as expressly permitted in this Agreement or the other Loan Documents;

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