OUTSTANDING STOCK AND OPTIONS Sample Clauses

OUTSTANDING STOCK AND OPTIONS. BDS has the shares of outstanding capital stock and options and other rights to acquire shares of Capital Stock of BDS as reflected on Schedule 2.11.
Sample 1
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OUTSTANDING STOCK AND OPTIONS. (i) The authorized capital stock ----------------------------- of Company consists entirely of 150,000,000 shares of Common Stock, par value $0.001 per share, of which a total of 100,000,000 shares are issued and outstanding as of the Agreement Date. The numbers of issued and outstanding shares of Company Common Stock held by each of the Company Stockholders are set forth in Exhibit A. Except as expressly set forth in Exhibit A, there are, as of the Agreement Date, and will be, as of the Effective Time, no shares of Company Common Stock issued or outstanding. Company holds no treasury shares. As of the Agreement Date, the Company had reserved an aggregate of 20,000,000 shares of Company Common Stock for issuance under the Company Stock Option Plan. There are 11,949,192 Company Options outstanding as of the Agreement Date. Prior to the Effective Time, Company shall have authorized and offered to employees of Company who execute Company Option Waivers (as such term is defined in Section 4.12), the grant of additional Company Options to purchase not less than 3,154,000 shares of Company Common Stock, in the aggregate. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. Except as set forth in Part 2.4(a) of the Company Letter, all Company Options have been offered, issued, sold, granted and delivered by Company in compliance with (i) all registration or qualification requirements (or applicable exemptions therefrom) of all applicable securities laws and, to the Knowledge of Company, other applicable Legal Requirements (as defined below) and (ii) all requirements set forth in the applicable option agreements. Part 2.4(a) of the Company Letter lists for each person who holds Company Options as of the Agreement Date, the name of the holder of such option, the Company Stock Option Plan under which it was granted, the exercise price of such option, the number of shares as to which such option had vested at the Agreement Date, the vesting schedule for such option and whether the exercisability of such option will be accelerated in any way by the transactions contemplated by this Agreement (including the Merger and the Spinoff Transaction, or any termination of employment of an optionee for any reason following the Merger), and indicates the extent of acceleration, if any. T...
Sample 1

Related to OUTSTANDING STOCK AND OPTIONS

  • Outstanding Warrants and Options China Health has no issued warrants or options, calls, or commitments of any nature relating to the China Health Share Capital, except as previously disclosed in writing to UFOG.

  • Outstanding Shares On the Closing Date, Pubco will have not more than 95,366,525 common shares issued and outstanding in the capital of Pubco after giving effect to the cancellation and issuance of the Pubco Shares contemplated in this Agreement, and to the private placement agreement referenced in below article 6.13.

  • 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.

  • Stock and Stock Options Subject to vesting, as set forth on Exhibit B, the Company will issue to Director stock and options as set forth and described on Exhibit B. Company shall issue said stock and options within sixty (60) days from the execution of this Agreement by both parties.

  • Outstanding Stock All issued and outstanding shares of capital stock and equity interests in the Company have been duly authorized and validly issued and are fully paid and non-assessable.

  • Restricted Stock and Stock Options Employer shall cause the Compensation Committee of the Board of Directors of Employer to review whether Employee should be granted shares of restricted stock and/or options to purchase shares of common stock of CBSI. Such review may be conducted pursuant to the terms of the Community Bank System, Inc. 2014 Long-Term Incentive Plan, a successor plan, or independently, as the Compensation Committee shall determine. Reviews shall be conducted no less frequently than annually.

  • Outstanding Equity Awards Executive’s outstanding equity awards shall remain outstanding following the Effective Date in accordance with their terms, provided, that to the extent any term of this Agreement is more favorable to Executive, including in respect to accelerated vesting, the more favorable terms of this Agreement shall control.

  • Calculation of Number of Outstanding Shares of Common Stock For purposes of Section 5.05(A), the number of shares of Common Stock outstanding at any time will (i) include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock; and (ii) exclude shares of Common Stock held in the Company’s treasury (unless the Company pays any dividend or makes any distribution on shares of Common Stock held in its treasury).

  • Outstanding Warrants The Warrants outstanding at any time are all Warrants evidenced on all Warrant Certificates authenticated by the Warrant Agent except for those canceled by it and those delivered to it for cancellation. A Warrant ceases to be outstanding if the Company or an Affiliate of the Company holds the Warrant. If a Warrant Certificate is replaced pursuant to Section 2.06, the Warrants evidenced thereby cease to be outstanding unless the Warrant Agent and the Company receive proof satisfactory to them that the replaced Warrant Certificate is held by a bona fide purchaser.

  • Options and Convertible Securities The consideration per share received by the Company for Additional Shares of Common Stock issued pursuant to Section 3.3(2), relating to Options and Convertible Securities, shall be determined by dividing:

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