Permitted Stock Sample Clauses

Permitted Stock. Common Stock or options or warrants to acquire Common Stock, constituting, in the aggregate, 2,000,000 shares or less of the outstanding Common Stock issued or reserved for issuance to present and future key management and directors of the Company pursuant to a stock incentive program approved or to be approved by the board of directors.
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Permitted Stock. This term shall mean (a) Warrant Shares, and shares of the Company's Capital Stock issuable upon exercise thereof; (b) Capital Stock of the Company issued as a dividend on shares of the Company's Capital Stock or as a result of a stock split with respect thereto; (c) options and warrants outstanding (or that the Company's Board of Directors has approved for issuance to specific employees) as of the Original Closing Date to purchase the Company's Capital Stock, and shares of the Company's Capital Stock issuable upon exercise thereof; (d) the Business Combination Options, and shares of the Company's Capital Stock issuable upon exercise thereof; (e) options to be granted after the Original Closing Date to employees of the Company and its Subsidiaries to purchase up to 335,286 shares of Common Stock of the Company, at an exercise price not less than the Fair Market Value at the time of issuance of such options, and shares of the Company's Capital Stock issuable upon exercise thereof; (f) shares of Series A Preferred Stock issuable pursuant to the Original Purchase Agreement or the First Restated Purchase Agreement; (g) shares of Series B Preferred Stock issuable pursuant to the First Restated Purchase Agreement, the Second Restated Purchase Agreement or this First Amendment to Second Restatement; (h) shares of Common Stock issuable upon conversion of Series B Preferred Stock (i) 29,516 shares of Common Stock issuable to FF-ITP on the Third Amendment Closing Date; (j) 103,093 shares of Common Stock issued to Xxxxxxxxxxx X. and Xxxxxx Xxxxxxx (jointly) at an aggregate purchase price of $200,000; (k) 29,516 shares of Common Stock issuable to Xxxxxxxxxxx X. and Xxxxxx Xxxxxxx (jointly) at an aggregate purchase price of $100,000; (l) 14,758 shares of Common Stock issuable to Xxxxxx and Xxxxxxxx Xxxxx (jointly) at an aggregate purchase price of $50,000; (m) 1,001 shares of Common Stock issuable to Xxxxxx Xxxxxxx at an aggregate purchase price of $3,390; (n) options to be granted to FBD Consulting, Inc. ("FBD") to purchase up to 2400 shares of Common Stock of the Company, at an exercise price not less than $5.60 per share, and shares of the Company's Capital Stock issuable upon exercise thereof; and (o) options to be granted to Doig, Elliott, Schur, Inc. ("DES") to purchase up to 18,304 shares of Common Stock of the Company, at an exercise price not less than $5.60 per share, and shares of the Company's Capital Stock issuable upon exercise thereof. The limits in clau...
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Permitted Stock. Any stock issued or issuable by the Company pursuant to any securities outstanding on the Closing Date as disclosed on Schedules 3.01 (a) or 3.01 (d) and up to 385,900 shares reserved for issuance but not yet issued under the Company's 1992, 1996 and 1997 Stock Option Plans (and the reissuance of any cancelled or expired options issued thereunder).
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Permitted Stock. The aggregate of (a) any and all Common Stock issued --------------- to, or reserved for issuance for, any Person in connection with the exercise of any options or warrants to acquire Common Stock (other than the Warrant Shares) that are outstanding as of the Closing Date and set forth on Schedule 7.01(d), plus (b) any and all Warrant Shares, plus ---------------- ---- ----
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Permitted Stock. This term means (a) Common Stock or options or warrants to acquire Common Stock, constituting, in the aggregate, five percent (5%) or less of the outstanding Common Stock, issued or reserved for issuance to present and future key management of Precise pursuant to a management incentive program and (b) the Xxxxxxxx Preferred Stock. In no event will the number of shares of Permitted Stock (with respect to clause (a) above) issued or reserved for issuance, in the aggregate, exceed the lesser of the number of shares constituting five percent (5%) of the outstanding Common Stock on (a) the date of this Agreement or (b) the date issued.
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Permitted Stock. Common Stock or options or warrants to acquire Common Stock, constituting, in the aggregate, ten percent (10%) or less of the outstanding Common Stock, issued or reserved for issuance to present and future key management of the Company pursuant to a management incentive program. I no event will the number of shares of Permitted Stock issued or reserved for issuance, in the aggregate, exceed the lesser of the number of shares constituting ten percent (10%) of the outstanding Common Stock on the date hereof or on the date issued.
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Permitted Stock. The term "Permitted Stock," as set forth in Section 1 of the Second Restated Purchase Agreement is hereby deleted in its entirety and the following definition is substituted in lieu thereof:
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Permitted Stock. The Common Stock and/or options or warrants to acquire Common Stock set forth on Schedule I attached hereto, issued or reserved for issuance to the Persons set forth on Schedule I. Person. This term will be interpreted broadly to include any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, company, institution, entity, party, or government (whether national, federal, state, county, city, municipal, or otherwise, including, without limitation, any instrumentality, division, agency, body, or department of any of the foregoing).
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Related to Permitted Stock

  • Stock Appreciation Rights The Grantee or other person entitled to exercise this Option is further hereby granted the right ("Stock Appreciation Right") in lieu of exercising this Option or any portion thereof to receive an amount equal to the lesser of (a) the excess of the Fair Market Value of the stock subject to this Option or such portion thereof over the aggregate exercise price for such shares hereunder as of the date the Stock Appreciation Right is exercised, or (b) 200% of the aggregate exercise price for such shares hereunder. The amount payable upon exercise of such Stock Appreciation Right may be settled by payment in cash or in shares of the class then subject to this Option valued on the basis of their Fair Market Value on the date Stock Appreciation Right is exercised, or in a combination of cash and such shares so valued. No Stock Appreciation Right may be exercised, in whole or in part, (i) other than in connection with the contemporaneous surrender without exercise of this Option or the portion thereof that corresponds to the portion of the Stock Appreciation Right being exercised, or (ii) except to the extent that this Option or such portion thereof is exercisable on the date of exercise of the Stock Appreciation Right by the Person exercising the Stock Appreciation Right, or (iii) unless the class of stock then subject to this Option is then Publicly Traded.

  • Restricted Stock Awards Each Encompass Restricted Stock Award that is outstanding as of immediately prior to the Effective Time shall be treated as follows: (i) If the holder is an Encompass Group Employee, such award shall be converted, as of the Effective Time, into a Post-Separation Encompass Restricted Stock Award, and shall, except as otherwise provided in this Section 4.02, be subject to the same terms and conditions (including with respect to vesting) after the Effective Time as were applicable to such Encompass Restricted Stock Award immediately prior to the Effective Time; provided, however, that from and after the Effective Time, the number of Encompass Shares subject to such Post-Separation Encompass Restricted Stock Award shall be equal to the sum of all the Encompass Shares subject to all tranches of the Award where the number of Encompass Shares subject to each tranche is equal to the product, rounded up to the nearest whole number of shares for each such tranche, obtained by multiplying (A) the number of Encompass Shares subject to such tranche of the corresponding Encompass Restricted Stock Award immediately prior to the Effective Time, by (B) the Encompass Ratio. (ii) If the holder is an Enhabit Group Employee, such award shall be converted, as of the Effective Time, into an Enhabit Restricted Stock Award, and shall, except as otherwise provided in this Section 4.02, be subject to the same terms and conditions (including with respect to vesting) after the Effective Time as were applicable to such Encompass Restricted Stock Award immediately prior to the Effective Time; provided, however, that from and after the Effective Time, the number of Enhabit Shares subject to such Enhabit Restricted Stock Award shall be equal to the sum of all the Enhabit Shares subject to all tranches of the Award where the number of Enhabit Shares subject to each tranche is equal to the product, rounded up to the nearest whole number of shares for each such tranche, obtained by multiplying (A) the number of Encompass Shares subject to such tranche of the corresponding Encompass Restricted Stock Award immediately prior to the Effective Time, by (B) the Enhabit Ratio.

  • Restricted Stock Shares of restricted stock granted to the Executive by the Company which have not become vested as of the date of termination of the Executive’s employment, as provided in Section 7(b), shall immediately become vested on a pro rata basis upon the Release becoming irrevocable. The number of such additional shares of restricted stock that shall become vested as of the date of the Executive’s termination of employment shall be that number of additional shares that would have become vested through the date of such termination of employment at the rate(s) determined under the vesting schedule applicable to such shares had such vesting schedule provided for the accrual of vesting on a daily basis (based on a 365-day year). The pro rata amount of shares vesting through the date of non-renewal shall be calculated by multiplying the number of unvested shares scheduled to vest in each respective vesting year by the ratio of the number of days from the date of grant through the date of non-renewal, and the number of days from the date of grant through the original vesting date of the respective vesting tranche. Any shares of restricted stock remaining unvested after such pro rata acceleration of vesting shall automatically be reacquired by the Company in accordance with the provisions of the applicable restricted stock agreement, and the Executive shall have no further rights in such unvested portion of the restricted stock. In addition, the Company shall waive any reacquisition or repayment rights for dividends paid on restricted stock prior to Executive’s termination of employment.

  • Restricted Stock Units Subject to the terms and conditions provided in this Agreement and the Plan, the Company hereby grants to the Grantee restricted stock units (the “Restricted Stock Units”) as of the Grant Date. Each Restricted Stock Unit represents the right to receive a Share of Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder of the Company, no dividend rights and no voting rights with respect to the Restricted Stock Units or the Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered to the Grantee in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this Agreement, (ii) the Restricted Stock Units are subject to forfeiture in the event the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock delivered in settlement of the Restricted Stock Units will be subject to the Company’s policies regulating trading by Employees and Consultants, including any applicable “blackout” or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to any recoupment or “clawback” policy of the Company, regardless of whether such recoupment or “clawback” policy is applied with prospective or retroactive effect, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 of this Agreement. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreement.

  • Restricted Stock Award Subject to the terms and conditions of the Plan and this Agreement, the Company hereby grants to the Participant Shares (the “Restricted Shares”), which shall vest and become nonforfeitable in accordance with Section 3 hereof.

  • Stock Rights In the event of a Change in Control, all restricted Company stock and all options, stock appreciation rights, and/or other stock rights held by Executive with respect to Company stock that are exempt from Section 409A (“Stock Rights”) which are not fully vested (and exercisable, if applicable) shall become fully vested and exercisable as of a time established by the Board, which shall be no later than a time preceding the Change in Control which allows Executive to exercise the Stock Rights and cause the stock acquired thereby to participate in the Change in Control transaction. If the Change in Control transaction is structured so that stock participating therein at one time is or may be treated differently from stock participating therein at a different time (e.g., a tender offer followed by a squeeze-out merger), the Board shall interpret this Subsection (d) to provide for the required vesting acceleration in a manner designed to allow Executive to exercise the Stock Rights and cause the stock acquired thereby to participate in the earliest portion of the Change in Control transaction. If the consummation of a Change in Control transaction is uncertain (e.g., a tender offer in which the tender of a minimum number of shares is a condition to closing, or a voted merger or proxy contest in which a minimum number of votes is a condition to closing), the Board shall apply this Subsection (d) by using its best efforts to determine if and when the Change in Control transaction is likely to close, and proceeding accordingly. To the extent necessary to implement this Subsection d), each agreement reflecting a Stock Right, and each plan, if any, pursuant to which a Stock Right is issued, if any, shall be deemed amended.

  • Grant of Restricted Stock Pursuant to, and subject to, the terms and conditions set forth herein and in the Plan, the Committee hereby grants to the Participant 3,250 restricted shares (the “Restricted Stock”) of common stock of the Company, par value $0.01 per share (“Common Stock”).

  • Restricted Stock Grant As a member of Employer’s senior management team, Employee will be eligible for annual Restricted Stock Grants pursuant to Anaren’s 2004 Comprehensive Long Term Incentive Plan, as amended (“2004 Plan”) equal in value to 16% of his Base Salary for the respective year. Restrictive Stock Grants will be made annually at the same time other Restricted Stock Grants are made by Anaren to its senior management team, provided Employee is employed with Employer on that date. All Restricted Stock grants issued pursuant to this provision will be subject to the terms of the 2004 Plan, including, but not limited to, a thirty-six (36) month forfeiture provision. Notwithstanding anything to the contrary, in the event Employee concludes employment on or after the expiration of the Period of Employment, Employee shall be entitled if the forfeiture period has not otherwise lapsed only to a pro-rata portion of each unvested Restricted Stock Grant based on the number of months employed by Employer from the date of grant to the expiration of the Period of Employment. In the way of example, if Employee has been employed for 9 months of the 36 month forfeiture period at the end of his Period of Employment, he will receive 25% of the Restricted Shares granted. If Employee remains employed by Employer on a full time basis (30 hours or more per week) after the Period of Employment as an at-will employee, all previously issued restricted stock shall continue to vest in accordance with the terms of the 2004 Plan.

  • Grant of Restricted Stock Units The Corporation hereby awards to the Participant, as of the Award Date, Restricted Stock Units under the Plan. Each Restricted Stock Unit represents the right to receive one share of Common Stock on the date that unit vests in accordance with the express provisions of this Agreement. The number of shares of Common Stock subject to the awarded Restricted Stock Units, the applicable vesting schedule for those shares, the dates on which those vested shares shall become issuable to Participant and the remaining terms and conditions governing the award (the “Award”) shall be as set forth in this Agreement.

  • Stock Awards “Stock Awards” means all stock options, restricted stock and such other awards granted pursuant to the Company’s stock option and equity incentive award plans or agreements and any shares of stock issued upon exercise thereof.

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