Registration of Option Shares. The Option Shares have not been registered with the Securities and Exchange Commission. The Company shall use its best efforts to register the Options Shares on Form S-8 with the Securities and Exchange Commission as soon as practical.
Registration of Option Shares. No shares will be issued and delivered upon exercise of any option unless a registration statement under the Securities Act of 1933, as amended, with respect to the shares of Common Stock to be reserved for issuance upon the exercise of options to be granted under the 2004 Plan has become effective, and unless all other laws and regulations have been complied with.
Registration of Option Shares. Eleven million eight hundred thousand (11,800,000) shares of common stock issuable upon exercise of options under our 1996 Supplemental Plan have been registered under the Securities Act on registration statements on Form S-8 filed with the SEC. All the shares issuable upon exercise of all new options to be granted before the offer will be registered under the Securities Act. Unless you are one of our affiliates, you will be able to sell your option shares free of any transfer restrictions under applicable U.S. securities laws. Income Tax Consequences. ----------------------- You should refer to Sections 14 through 18 of this Offer to Exchange for a discussion of the income tax consequences on tax residents of the United States, France, Germany, Japan and the United Kingdom of the new options and the options tendered for exchange, as well as the consequences of accepting or rejecting the new options under this offer to exchange. If you are living or working in the United States, but are also subject to the tax laws in another country, you should be aware that there may be other tax and social insurance consequences which may apply to you; we strongly recommend that you consult with your own advisors to discuss the consequences to you of this transaction. Our statements in this Offer to Exchange concerning our 1996 Plan, 1996 Supplemental Plan and the new options are merely summaries and do not purport to be complete. The statements are subject to, and are qualified in their entirety by reference to, all provisions of our 1996 Plan, 1996 Supplemental Plan, and the forms of option agreement under each of the plans. Please contact us at Pinnacle Systems, Inc., 280 North Bernardo Avenue, Mountain View, CA 94043, Attention: Melaxxx Xxxxx (xxxxxxxxx: (650) 237-1637) (e-mail: msherk@pinnaclesxx.xxx), xx xeceive a copy xx xxx 0000 Xlan, 1996 Sxxxxxxxxxxx Xxxx, xxx the forms of option agreements thereunder. We will promptly furnish you copies of these documents at our expense.
Registration of Option Shares. All shares of Class A common stock issuable upon exercise of options under the option plans, including the shares that will be issuable upon exercise of new options, have been registered under the Securities Act of 1933 on a registration statement on Form S-8 filed with the SEC. Unless you are considered an "affiliate" of Casella, you will be able to sell your option shares free of any transfer restrictions under applicable securities laws.
Registration of Option Shares. All shares of common stock issuable upon exercise of New Options under our 2000 Plan have been registered under the Securities Act of 1933, as amended, on registration statements on Form S-8 filed with the Securities and Exchange Commission (the "SEC"). 1995 Stock Option Plan. The maximum number of shares available for issuance through the exercise of options granted under our 1995 Plan is 12,750,000. Our 1995 Plan permits us to grant only employees incentive stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, and to grant nonstatutory stock options and direct stock issuances to employees, non-employees directors and consultants.
Registration of Option Shares. All shares of common stock issuable upon exercise of New Options under our 1995 Plan have been registered under the Securities Act of 1933, as amended, on registration statements on Form S-8 filed with the SEC. U.S. Federal Income Tax Consequences. You should refer to Section 14 of this Offer to Exchange for a discussion of the U.S. federal income tax consequences of the New Options and the options tendered for exchange, as well as the consequences of accepting or rejecting the New Options under this Offer to Exchange. If you are an employee based outside of the United States, you should refer to Sections 15 through 20 of this Offer to Exchange for a discussion of income tax consequences for employees in certain non-U.S. countries of the New Options and the options tendered for exchange. We recommend that you consult with your own tax advisor to determine the tax and social insurance consequences of this transaction under the laws of the country in which you live and work.
Registration of Option Shares. Pursuant to Section 2.9(b), Parent shall have filed a registration statement with the SEC, which registration statement shall be effective at the Effective Time, with respect to the Parent Ordinary Shares to be issued upon the exercise of Stock Options after the Effective Time.
Registration of Option Shares. The Corporation will file a registration on Form S-8 (or any successor form) covering the Option Shares prior to the exercise of the Option, provided that the Option Shares are eligible for registration on such form.
Registration of Option Shares. Upon the occurrence of the first Triggering Event that occurs prior to an Exercise Termination Event, Issuer shall, at the request of Grantee delivered from time to time (but not more frequently than once every six months) after such Triggering Event (whether on its own behalf or on behalf of any subsequent Holder of this Option (or part thereof) or any Owner (as defined below) of any of the shares of Common Stock issued pursuant hereto), promptly prepare, file and keep current a registration statement under the Securities Act covering any shares issued and issuable pursuant to this Option and shall use its reasonable best efforts to cause such registration statement to become effective and remain current in order to permit the sale or other disposition of any shares of Common Stock issued upon total or partial exercise of this Option ("Option Shares") in accordance with any plan of disposition requested by Grantee. Issuer will use its reasonable best efforts to cause such registration statement promptly to become effective and then to remain effective for such period not in excess of 180 days from the day such registration statement first becomes effective or such shorter time as may be reasonably necessary to effect such sales or other dispositions. Grantee shall have the right to demand no more than two such registrations. Issuer shall bear the cost of such registrations (including, but not limited to, Issuer's attorneys' fees, printing costs and filing fees), except for underwriting discounts or commissions, brokers' fees and the fees and disbursements of Grantee's counsel related thereto. The foregoing notwithstanding, if, at the time of any request by Grantee for registration of Option Shares as provided above, Issuer is in registration with respect to an underwritten public offering by Issuer of shares of Common Stock, and if in the good faith judgment of the managing underwriter or managing underwriters, or, if none, the sole underwriter or underwriters, of such offering the offer and sale of the Option Shares would interfere with the successful marketing of the shares of Common Stock offered by Issuer, the number of Option Shares otherwise to be covered in the registration statement contemplated hereby may be reduced, provided, however, that after any such required reduction the number of Option Shares to be included in such offering for the account of the Holder shall constitute at least 25 percent of the total number of shares to be sold by Hold...
Registration of Option Shares. The Parent shall file and obtain, on a ----------------------------- date not earlier than 40 days after the Effective Time, the effectiveness of a registration statement on Form S-8 (or appropriate successor form) (the "Form S-8") with respect to the shares of Parent Common Stock underlying assumed options to purchase Parent Common Stock and maintain the current status of shares of Parent Common Stock covered by such registration statement and the related prospectus(es) for so long as such assumed options remain outstanding.
