Outstanding Options. The option granted to Optionee under this Option Agreement shall in no event be exercised while there is outstanding any option previously granted to Optionee to purchase common shares of the Company at a price higher than the option price under the option herein granted to Optionee.
Outstanding Options. All grants of options were validly issued and duly authorized by the board of directors of the Company (or a duly authorized committee thereof) in material compliance with all applicable laws and regulations and recorded in the Company’s financial statements in accordance with GAAP.
Outstanding Options. Each Outstanding Award that is an option in respect of Verizon Common Stock granted under a Verizon Plan that is held by an Idearc Individual as of the Distribution Date (each, an “Original Option”) shall remain an option in respect of Verizon Common Stock subject to a Verizon Plan (each, a “Remaining Option”). Subject to any limitation required to comply with the provisions of Section 409A of the Code, each Remaining Option held by any person who is or becomes an Idearc Employee on the Distribution Date shall vest and become immediately exercisable upon the Distribution Date, and will remain exercisable until the earlier of (i) 5 years following the Distribution Date or (ii) the expiration of the stated term of the Original Option. The exercise price and number of shares subject to each Remaining Option shall be adjusted pursuant to the terms of the applicable Verizon Plan but in a manner consistent with the requirements of Section 424 of the Code. As a result, the Remaining Option shall be adjusted in accordance with clauses (A) and (B) below (to be interpreted and applied in such a way as to minimize any adverse consequences from any possible application of FAS 123R and Section 409A of the Code to such conversions):
(a) the number of shares of Verizon Common Stock subject to such Remaining Option shall be equal to the product of (x) the number of shares of Verizon Common Stock subject to the corresponding Original Option immediately prior to the Distribution Date and (y) the Verizon Share Ratio, with fractional shares rounded down to the nearest whole share and
(b) the per-share exercise price of such Remaining Option shall be equal to the product of (x) the per-share exercise price of the corresponding Original Option immediately prior to the Distribution Date and (y) the Verizon Share Ratio, rounded up to the nearest whole cent.
Outstanding Options. Employee agrees that any existing stock options that he holds immediately prior to the date hereof and which are not vested and exercisable immediately prior to a Change of Control, shall, notwithstanding Section 14(d) of the LTIP, only become automatically vested and exercisable in the event of a Change of Control (as defined in the LTIP) if the per share exercise price of such options is less than the then fair market value (as defined in the LTIP) of a share of Alamosa common stock.
Outstanding Options. Upon a Change in Control in which the Corporation is the surviving corporation, a Participant’s then-outstanding Options that are not vested shall immediately become fully vested (and, to the extent applicable, all performance conditions shall be deemed satisfied as if target performance were achieved) and exercisable over the exercise period set forth in the applicable Award Agreement. Upon a Change in Control in which the Corporation is not the surviving corporation, a Participant’s then-outstanding Options shall become fully vested and exercisable for such period of time prior to the Change in Control as is deemed fair and equitable by the Committee and shall terminate at the effective time of the Change in Control. The Committee shall provide written notice of the period of accelerated exercisability of Options to all affected Participants. The exercise of any Option whose exercisability is accelerated as provided in this paragraph (a) shall be conditioned upon the consummation of the Change in Control and shall be effective only immediately before such consummation. Alternatively, the Committee may elect to cancel such Options and pay the Participant an amount of cash (less normal withholding taxes) equal to the excess of (i) the value, as determined by the Committee, of the consideration (including cash) received by the holder of a share of Stock as a result of the Change in Control (or if the Corporation's stockholders do not receive any consideration as a result of the Change in Control, the Fair Market Value of a share of Stock on the day immediately prior to the Change in Control) over (ii) the per-share Exercise Price of such Option, multiplied by the number of shares of Stock subject to such Award. No payment shall be made to a Participant for any Option if the Exercise Price for such Option exceeds the value, as determined by the Committee, of the consideration (including cash) received by the holder of a share of Stock as a result of the Change in Control.
Outstanding Options. There are no outstanding or authorized options, warrants, rights, contracts, calls, puts, rights to subscribe, conversion rights or other agreements or commitments to which Company is a party or which are binding upon Company providing for the issuance, transfer, disposition or acquisition of any of its capital stock; there are no outstanding or authorized equity appreciation, phantom stock or similar rights with respect to Company; and, there are no voting trusts, proxies or any other agreements or understandings with respect to the voting of the capital stock of Company.
Outstanding Options. DCC has heretofore reserved an aggregate of 31,000 shares of its Old Class B Common Stock and 31,000 shares of its Class C Common Stock for issuance upon the exercise of options granted and to be granted under its 1996 Stock Option Plan, as amended (the "Plan"). At the Effective Time, Old Class B Common Stock shall be redesignated as New Class D Common Stock. The aggregate number of shares of New Class D Common Stock (formerly Old Class B Common Stock) reserved for issuance under the Plan shall be 33,000 shares. The number of shares of Class C Common Stock reserved for issuance under the Plan shall be 4,226 shares.
Outstanding Options. Any options exercised by Celgene pursuant to Section 5.1 that have not at the time of termination or expiration resulted in an executed Development & Commercialization Agreement will, at Celgene’s option, be consummated pursuant to Sections 5.2 through 5.4, and Bluebird’s option under Section 5.3 will not terminate unless Celgene has terminated this Agreement pursuant to Section 12.3(a). CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
Outstanding Options. (a) At the Effective Time, each option to acquire shares of Bank Stock that is outstanding and unexercised immediately prior thereto (each a “Bank Stock Option”) pursuant to the Redstone Bank 2004 Stock Option Plan (“Bank Option Plan”) shall, pursuant to and in accordance with the terms of the Bank Option Plan and the terms of the applicable option agreement, automatically become vested and shall, subject to any adjustment required by Section 2.3 hereof, be converted (automatically and without any action on the part of the holder thereof) into an option (the “Adjusted Option”) to purchase, on the same terms and conditions as applied to such Bank Option immediately prior to the Effective Time (but giving effect to any accelerated vesting triggered by the consummation of the Merger), the number of shares of Parent Stock equal to the number of shares of Bank Stock subject to the Bank Stock Option multiplied by the Exchange Ratio, at an exercise price per share of Bank Stock (rounded up to the nearest whole cent) equal to the exercise price for each such share of Bank Stock subject to such Bank Stock Option immediately prior to the Effective Time divided by the Exchange Ratio.
(b) As of the Effective Time, Parent will assume the obligations and succeed to the rights of the Bank under the Bank Option Plan with respect to the Adjusted Options. Parent and the Bank agree that the Bank Option Plan shall be amended, effective as of the Effective Time, (i) if and to the extent necessary and practicable, to reflect the transactions contemplated by this Agreement, including, without limitation, the conversion of Bank Stock Options into Adjusted Options and the substitution of Parent for the Bank thereunder to the extent appropriate to effectuate the assumption of the Bank Option Plan by Parent, and (ii) to preclude any automatic or formulaic grant of options, restricted shares or other awards thereunder on or after the Effective Time. From and after the Effective Time, all references to the Bank (other than any references relating to a “change in control” of the Bank) in the Bank Option Plan and in each agreement evidencing any award of Bank Stock Options shall be deemed to refer to Parent unless Parent determines otherwise. Parent will amend the Bank Option Plan so that no additional options may be issued under the Bank Option Plan after the Effective Time.
Outstanding Options. All outstanding options of the Acquired Corporation as set out in Schedule "D" shall be cancelled at Closing.
