Payments in Respect of Options Sample Clauses

Payments in Respect of Options. Each Option vested and exercisable immediately prior to the Effective Time and cancelled pursuant to Section 2.10 shall, upon cancellation, be converted into the right to receive an amount in cash equal to the product of (i) the number of shares of Company Common Stock subject to such Option and (ii) the excess, if any, of the Merger Consideration for Company Common Stock over the exercise price per share subject or related to such Option. All other Options shall be cancelled without payment immediately prior to the Effective Time.
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Payments in Respect of Options. Subject to Section 6.8(a) in respect of the Seller Representative Reserve, any Merger Consideration paid to holders of the Vested Options in respect of their surrendered Vested Options pursuant to this Agreement (i) shall be treated as compensation paid by the Surviving Corporation or its applicable Subsidiary as and when received by the holder thereof to whom such payment is due (which, for the avoidance of doubt, shall be the Closing Date with respect to the Seller Representative Reserve and when released to such holder in the case of the Net Adjustment Amount, the Indemnity Escrow Fund, and amounts under Section 6.7), (ii) shall be net of any Taxes withheld pursuant to Section 2.14, (iii) for payments in respect of surrendered Vested Options that were granted to the Holder in the Holder’s capacity as an employee of the Company or one of its Subsidiaries for applicable employment Tax purposes (“Employee Options”), shall be paid through the payroll of the Surviving Corporation or its applicable Subsidiary and reported on IRS Form W-2, and (iv) for payments in respect of surrendered Vested Options that are not Employee Options, shall be paid by physical check (and not through payroll) and reported on IRS Form 1099-MISC.
Sample 1
Payments in Respect of Options. Any payments made in respect of Company Options pursuant to this Agreement (A) shall be treated as compensation paid by the Company as and when received by the former holder of the Company Option to whom such payment is due (which, for the avoidance of doubt, shall be the Closing Date with respect to the Contingency Amount, and when released to the holder of the Option in the case of payments pursuant to Section 1.5(f), or upon release of funds from the Escrow Account), (B) shall be net of any Taxes withheld pursuant to Section 1.10, and (C) shall be made through the Surviving Corporation’s payroll systems at the time such payment is made. Any applicable withholding Taxes in respect of the portion of the Contingency Amount allocable to the former holders of Company Options will be withheld from the Aggregate Company Option Payment Amount payable at the Closing when distributed through the Surviving Company’s payroll system in accordance with Section 1.3(a)(ii).
Sample 1
Payments in Respect of Options. On the Closing Date, upon the terms and conditions of this Agreement, Buyer shall (A) (i) pay, or cause to be paid, to the Company cash in an amount equal to sixty percent (60%) of the aggregate Net Exercise Value payable to all Optionholders who hold Options that are outstanding and unexercised immediately prior to Closing in accordance with Section 2.7(c), and (ii) cause the Interim Corporation or its successor to pay, or cause to be paid, to each Optionholder, the cash amount set forth opposite such Optionholder’s name on the Allocation Statement (which amount shall be equal to sixty percent (60%) of the Net Exercise Value with respect to the Options held by such Optionholder, subject to deduction of any applicable withholding Tax for both the cash payment and Buyer Common Stock issuance set forth in this Section 3.1(c)), such payments to be made by the Company on the next payroll date after receipt of an Equityholder Acknowledgment from such Optionholder, which such payroll date shall not be less than fourteen (14) Business Days after receipt of such Equityholder Acknowledgement and (B) issue, or cause to be issued an aggregate number of shares of Buyer Common Stock equal to forty percent (40%) of the Net Exercise Value with respect to the Options held by such Optionholder, as set forth opposite such Optionholder’s name on the Allocation Statement in book-entry form through DTC, following, and subject to, receipt of the Equityholder Acknowledgment.
Sample 1
Payments in Respect of Options. On the Closing Date, upon the terms and conditions of this Agreement, Buyer shall pay to the Company an amount equal to the aggregate Closing Option Payment payable to all Optionholders, which the Surviving Corporation shall pay to the Optionholders, upon delivery of an Optionholder Acknowledgement in the form attached hereto as Exhibit B, within five (5) Business Days following the Closing Date, after deduction of applicable Taxes pursuant to Section 3.3. From time to time in accordance with Section 3.2 and upon receipt from the Stockholders’ Representatives of any portion of the Holdback attributable to the Optionholders, Buyer shall cause the Surviving Corporation to pay to the Optionholders, after deduction of applicable Taxes pursuant to Section 3.3, any Post-Closing Per Share Price attributable to the Optionholders.
Sample 1
Payments in Respect of Options. On the Closing Date, upon the terms and conditions of this Agreement, (i) Buyer shall pay to the Company an amount equal to the aggregate Net Exercise Value payable to all Optionholders and (ii) the Surviving Corporation shall pay to each Optionholder following receipt of an optionholder acknowledgment in the form attached hereto as Exhibit A (the “Optionholder Acknowledgment”) the applicable amount, if any, to be paid to such Optionholder in accordance with Section 2.7(b), after deduction of applicable Taxes pursuant to Section 3.3, such payments to be made within five (5) Business Days following the Surviving Corporation’s receipt of an Optionholder Acknowledgment from such Optionholder.
Sample 1

Related to Payments in Respect of Options

  • Issuance of Common Units in Connection with Reset of Incentive Distribution Rights (a) Subject to the provisions of this Section 5.11, the holder of the Incentive Distribution Rights (or, if there is more than one holder of the Incentive Distribution Rights, the holders of a majority in interest of the Incentive Distribution Rights) shall have the right, at any time when there are no Subordinated Units Outstanding and the Partnership has made a distribution pursuant to Section 6.4(b)(v) for each of the four most recently completed Quarters and the amount of each such distribution did not exceed Adjusted Operating Surplus for such Quarter, to make an election (the “IDR Reset Election”) to cause the Minimum Quarterly Distribution and the Target Distributions to be reset in accordance with the provisions of Section 5.11(e) and, in connection therewith, the holder or holders of the Incentive Distribution Rights will become entitled to receive their respective proportionate share of a number of Common Units (the “IDR Reset Common Units”) derived by dividing (i) the average amount of the aggregate cash distributions made by the Partnership for the two full Quarters immediately preceding the giving of the Reset Notice in respect of the Incentive Distribution Rights by (ii) the average of the cash distributions made by the Partnership in respect of each Common Unit for the two full Quarters immediately preceding the giving of the Reset Notice (the number of Common Units determined by such quotient is referred to herein as the “Aggregate Quantity of IDR Reset Common Units”). If at the time of any IDR Reset Election the General Partner and its Affiliates are not the holders of a majority in interest of the Incentive Distribution Rights, then the IDR Reset Election shall be subject to the prior written concurrence of the General Partner that the conditions described in the immediately preceding sentence have been satisfied. Upon the issuance of such IDR Reset Common Units, the Partnership will issue to the General Partner an additional General Partner Interest (represented by hypothetical limited partner units) equal to the product of (x) the quotient obtained by dividing (A) the Percentage Interest of the General Partner immediately prior to such issuance by (B) a percentage equal to 100% less such Percentage Interest by (y) the number of such IDR Reset Common Units, and the General Partner shall not be obligated to make any additional Capital Contribution to the Partnership in exchange for such issuance. The making of the IDR Reset Election in the manner specified in this Section 5.11 shall cause the Minimum Quarterly Distribution and the Target Distributions to be reset in accordance with the provisions of Section 5.11(e) and, in connection therewith, the holder or holders of the Incentive Distribution Rights will become entitled to receive IDR Reset Common Units and the General Partner will become entitled to receive an additional General Partner Interest on the basis specified above, without any further approval required by the General Partner or the Unitholders other than as set forth in this Section 5.11(a), at the time specified in Section 5.11(c) unless the IDR Reset Election is rescinded pursuant to Section 5.11(d).

  • Expiration of Options Except as otherwise provided in Section 5 or 6 of the Management Stockholder's Agreement, the Options may not be exercised to any extent by the Optionee after the first to occur of the following events:

  • Nontransferability of Options The Option and this Agreement shall not be assignable or transferable by Optionee other than by will or by the laws of descent and distribution. During Optionee's lifetime, the Option and all rights of Optionee under this Agreement may be exercised only by Optionee (or by his guardian or legal representative). If the Option is exercised after Optionee's death, the Committee may require evidence reasonably satisfactory to it of the appointment and qualification of Optionee's personal representatives and their authority and of the right of any heir or distributee to exercise the Option.

  • Termination of Options The Options, which become exercisable as provided in paragraphs 3 and 4 above, shall terminate and be of no force or effect as follows:

  • Exercisability of Options Options granted under the Plan shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall determine in its sole discretion. After an Option is granted, the Committee, in its sole discretion, may accelerate the exercisability of the Option.

  • Transferability of Options During the lifetime of an Optionee, only such Optionee (or, in the event of legal incapacity or incompetency, the Optionee’s guardian or legal representative) may exercise the Option. No Option shall be assignable or transferable by the Optionee to whom it is granted, other than by will or the laws of descent and distribution.

  • Acceleration of Options One hundred (100%) percent of the Executive’s outstanding, unvested options, restricted stock and/or equity awards (“Equity Awards”) shall, immediately prior to the consummation of the Change in Control, become fully and immediately vested to the extent not already so provided under the terms of such Equity Awards; provided, however, that if the acquirer in a Change in Control grants Equity Awards having (in the reasonable opinion of the Board) a value at least equal to the value of Executive’s then-unvested Company Equity Awards, then 50% of the Executive’s outstanding, unvested Company Equity Awards shall become fully and immediately vested immediately prior to the consummation of the Change in Control (and the remaining 50% shall terminate upon the consummation of the Change in Control). Notwithstanding any provisions of the stock option plan or stock option agreement pursuant to which any stock options subject to the preceding sentence were granted, the Executive shall be entitled to exercise such Equity Awards until three years from the date of termination of employment or the expiration of the stated period of the Equity Award, whichever period is the shorter.

  • Treatment of Options and Convertible Securities In case the Company at any time or from time to time after the date hereof shall issue, sell, grant or assume, or shall fix a record date for the determination of holders of any class of securities entitled to receive, any Options or Convertible Securities, then, and in each such case, the maximum number of Additional Shares of Common Stock (as set forth in the instrument relating thereto, without regard to any provisions contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue, sale, grant or assumption or, in case such a record date shall have been fixed, as of the close of business on such record date (or, if the Common Stock trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading), provided that such Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 2.5) of such shares would be less than the Current Market Price immediately prior to such issue, sale, grant or assumption or immediately prior to the close of business on such record date (or, if the Common Stock trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading), as the case may be, and provided, further, that in any such case in which Additional Shares of Common Stock are deemed to be issued

  • Distributions with Respect to Deposited Securities in Bearer Form Subject to the terms of this Article IV, distributions in respect of Deposited Securities that are held by the Depositary or the Custodian in bearer form shall be made to the Depositary for the account of the respective Holders of ADS(s) with respect to which any such distribution is made upon due presentation by the Depositary or the Custodian to the Company of any relevant coupons, talons, or certificates. The Company shall promptly notify the Depositary of such distributions. The Depositary or the Custodian shall promptly present such coupons, talons or certificates, as the case may be, in connection with any such distribution.

  • Distributions with Respect to Unexchanged Shares No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock.

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