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. 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, (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
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, 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. 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

Related to Payments in Respect of Options

  • Expiration of Options Except as otherwise provided in Section 5 or 6 of the Management Stockholder's Agreement, the Optionee may not exercise the Options to any extent after the first to occur of the following events: (a) The tenth anniversary of the Grant Date; (b) The tenth anniversary of the Grant Date if the Optionee's employment is terminated by reason of death or Permanent Disability; (c) The first anniversary of the date of the Optionee's termination of employment by reason of Retirement, by the Company or any of its Subsidiaries without Cause (other than by reason of Permanent Disability) or by the Optionee for Good Reason; (d) The date of an Optionee's termination of employment with the Company or any of its Subsidiaries by the Optionee for any reason other than as set forth in Section 3.2(b) or (c) above (without regard to Section 5 or 6 of the Management Stockholder's Agreement); (e) The date of an Optionee's termination of employment by the Company or any of its Subsidiaries for Cause; (f) The date the Option is terminated pursuant to Section 5 or 6 of the Management Stockholder's Agreement; or (g) If the Committee so determines pursuant to Section 9 of the Plan, the effective date of either the merger or consolidation of the Company into another Person, or the exchange or acquisition by another Person of all or substantially all of the Company's assets or 80% or more of its then outstanding voting stock, or the recapitalization, reclassification, liquidation or dissolution of the Company. At least ten days prior to the effective date of such merger, consolidation, exchange, acquisition, recapitalization, reclassification, liquidation or dissolution, the Committee shall give the Optionee notice of such event if the Option has then neither been previously fully exercised nor become unexercisable under this Section 3.2.

  • 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 will terminate at the time specified below: (a) If a Change in Control occurs after the Grant Date but prior to the Grantee’s Separation, all Options will terminate at the expiration of the Term. (b) If, in the absence of a Change in Control after the Grant Date, the Grantee’s Separation occurs prior to the Close of Business on December 31, 2023 on account of a termination of the Grantee’s employment or service for Cause, all Options that are not vested and exercisable as of the Close of Business on the date of Separation will terminate at that time and all Options that are vested and exercisable as of the Close of Business on the date of Separation will terminate at the Close of Business on the first Business Day following the expiration of the 90-day period that began on the date of the Grantee's Separation. (c) If (i) the Grantee’s Separation occurs after the Close of Business on December 31, 2023, or (ii) in the absence of a Change in Control after the Grant Date, the Grantee’s Separation occurs (A) on account of a termination of the Grantee’s employment or service without Cause, (B) on account of a termination of the Grantee’s employment or service by the Grantee with or without Good Reason, or (C) by reason of the death or Disability of the Grantee, then, in each case, all Options that are not vested and exercisable as of the Close of Business on the date of Separation after giving effect to the provisions of Sections 3 and 7 above will terminate at that time, and all Options that are vested and exercisable as of the Close of Business on the date of Separation after giving effect to the provisions of Sections 3 and 7 above will terminate at the expiration of the Term. In any event in which Options remain exercisable for a period of time following the date of the Grantee’s Separation as provided above, the Options may be exercised during such period of time only to the extent the same were vested and exercisable as provided in Section 3 above on such date of Separation (after giving effect to the application of Section 7 above). Notwithstanding any period of time referenced in this Section 8 or any other provision of this Agreement or any other agreement that may be construed to the contrary, the Options will in any event terminate not later than upon the expiration of the Term.

  • 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 any Options or Convertible Securities (both as defined below), 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 the purpose of which is to protect against dilution) at any time 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; PROVIDED, HOWEVER, that such Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 3.e hereof) of such shares would be less than the greater of the Current Market Price or the Warrant Price in effect on the date of and immediately prior to such issue, sale, grant or assumption, 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: i. no further adjustment of the Warrant Price shall be made upon the exercise of such Options or the conversion or exchange of such Convertible Securities and the consequent issue or sale of Convertible Securities or shares of Common Stock; ii. if such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Company, or decrease in the number of Additional Shares of Common Stock issuable, upon the exercise, conversion or exchange thereof (by change of rate or otherwise), the Warrant Price computed upon the original issue, sale, grant or assumption thereof, and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, be recomputed to reflect such increase or decrease insofar as it affects such Options, or the rights of conversion or exchange under such Convertible Securities, which are outstanding at such time; iii. upon the expiration (or purchase by the Company and cancellation or retirement) of any such Options which shall not have been exercised, or the expiration of any rights of conversion or exchange under any such Convertible Securities which (or purchase by the Company and cancellation or retirement of any such Convertible Securities the rights of conversion or exchange under which) shall not have been exercised, the Warrant Price computed upon the original issue, sale, grant or assumption thereof, and any subsequent adjustments based thereon, shall, upon (and effective as of) such expiration (or such cancellation or retirement, as the case may be), be recomputed as if: (A) in the case of Options or Convertible Securities, the only Additional Shares of Common Stock issued or sold were the Additional Shares of Common Stock, if any, actually issued or sold upon the exercise of such Options or the conversion or exchange of such Convertible Securities and the consideration received therefor was the consideration actually received by the Company for the issue, sale, grant or assumption of all such Options, whether or not exercised, plus the consideration actually received by the Company upon such exercise, or for the issue or sale of all such Convertible Securities which were actually converted or exchanged, plus the additional consideration, if any, actually received by the Company upon such conversion or exchange, and (B) in the case of Options for Convertible Securities, only the Convertible Securities, if any, actually issued or sold upon the exercise of such Options were issued at the time of the issue, sale, grant or assumption of such Options, and the consideration received by the Company for the Additional Shares of Common Stock deemed to have then been issued was the consideration actually received by the Company for the issue, sale, grant or assumption of all such Options, whether or not exercised, plus the consideration deemed to have been received by the Company (pursuant to Section 3.e hereof) upon the issue or sale of such Convertible Securities with respect to which such Options were actually exercised;

  • Exercise of Options 4.1 No portion of the option granted hereunder may be exercised for a fraction of a share. The option granted hereunder shall be deemed to be exercised when written notice of such exercise has been given to the Corporation to the attention of the Secretary of the Corporation accompanied by full payment of the exercise price and by such other documents as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding the exercise of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available by the number of Shares as to which the Option is exercised. 4.2 In the event of termination of an Optionee as an employee or consultant with the Corporation (but not in the event of an Optionee's change of status from employee to consultant or from consultant to employee), such Optionee may, but only within such period of time as is determined by the Board, of at least thirty (30) days (but in no event later than the Option Expiration Date), exercise the option granted hereunder to the extent that Optionee was entitled to exercise it under Section 2 hereof at the date of such termination, or to such greater extent as may be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminate. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from the date of the Optionee's termination (but in no event shall the Optionee be entitled to exercise the option after the Option Expiration Date) to the extent that Optionee was entitled to exercise it under Section 2 on the date of termination. 4.4 In the event of the death of the Optionee, the option granted hereunder may be exercised at any time within twelve (12) months following the date of death (but in no event later may the option be exercised after the Option Expiration Date), by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of death.

  • Nontransferability of Option This option may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of the Participant, this option shall be exercisable only by the Participant.

  • Non-Transferability of Options The Option may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee.

  • Nontransferability of Awards Except as provided in Section 5 or as otherwise permitted by the Committee, you may not sell, transfer, pledge, assign or otherwise alienate or hypothecate any of your Performance Shares, and all rights with respect to your Performance Shares are exercisable during your lifetime only by you.

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