Replacement of Options Sample Clauses

Replacement of Options. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Option and, in the case of any such loss, theft or destruction of this Option, on delivery of an indemnity agreement or security reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender and cancellation of this Option, the Company at its expense will execute and deliver, in lieu thereof, a new Option of like tenor.
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Replacement of Options. If an Acquiring Company obtains Control of the Company as a result of making: (A) a general offer to acquire the whole of the issued share capital of the Company (other than that which is already owned by the Acquiring Company and/or by its holding company and/or any subsidiary of it or its holding company) which is made on a condition such that if it is satisfied the person making the offer will have Control of the Company or otherwise obtains Control of the Company through any other form of general offer; or (B) obtains Control of the Company in pursuance of a compromise or arrangement sanctioned by the Court under Section 899 of the UK Companies Act 2006; or (C) becomes bound or entitled to acquire the Shares under Sections 974 to 991 of the UK Companies Act 2006; then the Optionee may at any time within the appropriate period, by agreement with the Acquiring Company, release each subsisting Option he holds which has not lapsed in accordance with any other provisions of this Award Agreement (‘the Old Option’) in consideration of the grant to him of a new Option (‘the New Option’). ‘The appropriate period’ means; in a case falling within (A) above, the period of twelve months beginning with the time when the Acquiring Company has obtained Control of the Company and any condition subject to which the offer is made is satisfied; in a case falling within (B) above, the period of twelve months beginning with the time when the court sanctions the compromise or arrangement; and in a case falling within (C) above, the period during which the Acquiring Company remains bound or entitled as mentioned in that paragraph. The New Option shall: (A) be over shares in the Acquiring Company, a company having Control over the Acquiring Company, or a company which is or has Control of a company which is a member of a consortium owning either the Acquiring Company or a company having control of the Acquiring Company; (B) have an Option price calculated by reference to the consideration paid for the issued Shares of the Company such that all the Optionee’s Shares under option are valued in the same manner as the issued shares of the Company so acquired by the Acquiring Company; (C) be otherwise identical in terms to the Old Option; and (D) for all other purposes of this Award Agreement, be treated as having been acquired at the same time as the Old Option in consideration of the release of which it is granted.
Sample 1Sample 2Sample 3
Replacement of Options. On receipt of evidence reasonably satisfactory to the Seller of the loss, theft, destruction or mutilation of this Option and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Seller or, in the case of mutilation, on surrender and cancellation of this Option, the Seller at its expense shall execute and deliver, in lieu of this Option, a new Option of like tenor.
Sample 1
Replacement of Options. At the Effective Time, each of the ---------------------- then outstanding Company Options (as defined in Section 2.1.2) shall by virtue of the Merger and at the Effective Time, and without any further action on the part of any holder thereof, be replaced by a nonqualified stock option to purchase that number of Expedia Common Shares ("Expedia Option") determined by multiplying the number of Company Common Shares subject to such Company Option at the Effective Time by the Exchange Ratio, at an exercise price per share of Expedia Common Shares equal to the exercise price per share of such Company Option immediately prior to the Effective Time divided by the Exchange Ratio. Any unvested Company Options held by Company employees who do not continue as Company employees or do not become employees of Expedia as of the Effective Time shall be canceled in accordance with the terms of the Company's 1999 Stock Option Plan (the "Company Plan"). Each replacement Expedia Option shall be issued pursuant to the Expedia 1999 Employee Stock Option Plan (the "Stock Option Plan"). The vesting schedule for the replacement Expedia Options for each holder of Company Options is set forth on Schedule 1.4 and the form of the replacement Expedia Option is attached as Exhibit 1.
Sample 1
Replacement of Options. Options and Warrants of the Company, not to exceed 652,472 in the aggregate, may be exercised by the Company's shareholders prior to the Closing. Acquiror shall also make nonqualified stock options ("NQSOs") for up to 326,236 shares of Acquiror's Common Stock available to replace unexercised options or warrants of the Company (at the rate of two options or warrants, as the case may be, for shares of the Company for one option of Acquiror). For a period of two (2) years after the Closing Date, shares underlying such options shall have piggyback registration rights to the extent permitted by any form of registration which Acquiror undertakes and on which such options can be registered. New NQSOs of Acquiror shall be priced at the average of the bid and asked prices of Acquiror's Common Stock on the date of this Agreement. The NQSOs will be exercisable for five (5) years after the Closing Date and shall vest as follows: 1.6.1. Unexercised warrants issued and outstanding as of the Closing Date to purchase Company Shares (other than warrants held by Kagan) shall be replaced with NQSOs which shall vest immediately. 1.6.2. All other options, and all options and warrants held by Kagan as of the Closing Date shall vest one-third on the first, second and third anniversaries of the Closing Date. If the shares underlying such options remain unregistered as of the second anniversary of the Closing Date, the Company agrees to use its best efforts to register the shares underlying such options in a timely fashion, provided, that such registration can be accomplished on a Form S-8 registration statement.
Sample 1
Replacement of Options. The Board of Directors, in its absolute discretion, may grant options subject to the condition that options previously granted at a higher or lower exercise price under the Plan be canceled or exchanged in connection with such grant. The number of shares covered by the new options, the exercise price, the term and the other terms and conditions of the new option, shall be determined in accordance with the Plan and may be different from the provisions of the canceled or exchanged options. Alternatively, the Board of Directors may, with the agreement of the Optionee, amend previously granted options to establish the exercise price at the then current fair market value of the Company's Common Stock, maintaining existing vesting and expiration dates.
Sample 1
Replacement of Options. At the Effective Time, each of the ---------------------- then outstanding Employee Options, whether vested or unvested, will, pursuant to and subject to the execution and delivery of Option Substitution Agreements substantially in the form of Exhibit 2.1(f) attached hereto (the "Option -------------- ------ Substitution Agreement"), be replaced by Parent with an option under its ---------------------- Restated 1996 Flexible Stock Incentive Plan (the "1996 Plan"), with the same --------- vesting dates as each such Option, to purchase that whole number of Parent Common Shares determined by multiplying the number of Common Shares subject to such Option at the Effective Time by the Exchange Ratio, at an exercise price per Parent Common Share equal to the exercise price per Share of such Option immediately prior to the Effective Time divided by the Exchange Ratio, rounded up to the nearest cent (each such option, a "Replacement Option"). If the ------------------ foregoing calculation results in a Replacement Option being exercisable for a fraction of a Parent Common Share, then the number of Parent Common Shares subject to such option will be rounded down to the nearest whole number of shares. The term, exercisability, vesting schedule, vesting commencement date and all other terms and conditions of the Replacement Options shall be governed by the 1996 Plan. Continuous employment with the Company will be credited to an optionee of the Company for purposes of determining the vesting dates and the number of Parent Common Shares subject to exercise under a Replacement Option after the Effective Time. Prior to the Effective Time, the Company shall take all action necessary so that all Nonemployee Options issued are either exercised in full or terminated immediately prior to the Effective Time.
Sample 1
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Related to Replacement of Options

  • Treatment of Options (a) Upon and subject to the conditions set forth in this Agreement, immediately prior to the Effective Time, each option to purchase Company Common Stock then outstanding (each, a “Company Option”) to the extent then exercisable (after giving effect to any acceleration resulting from the transactions contemplated by this Agreement), at an exercise price per share less than the Merger Consideration (each such Company Option, a “Cashed Out Option”), shall entitle the holder thereof to receive from Parent as soon as practicable following the Effective Time, an amount in cash, without interest, equal to the product of (x) the total number of shares of Company Common Stock subject to such Company Option multiplied by (y) the excess of the amount of the Merger Consideration over the exercise price per share of Company Common Stock under such Company Option (with the aggregate amount of such payment rounded up to the nearest cent, less applicable taxes, if any, required by Applicable Law to be withheld by the Company or Merger Sub on behalf of such holder). (b) Upon and subject to the conditions set forth in this Agreement, at the Effective Time, each Company Option other than a Cashed Out Option, granted under any Company Stock Plan and outstanding immediately prior to the Effective Time shall be converted into an option to acquire such number of shares of Parent Common Stock (a “Converted Option”) equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock that were issuable upon exercise of such Converted Option immediately prior to the Effective Time and (y) the quotient obtained by dividing (1) the Merger Consideration by (2) the average of the closing prices of one (1) share of Parent Common Stock, as quoted on NASDAQ for the ten (10) consecutive trading days immediately preceding the Closing Date (the “Exchange Ratio”), rounded down to the nearest whole number of shares of Parent Common Stock. The terms and conditions of the Converted Option, including the vesting schedule thereof (except to the extent otherwise provided in any agreement between the Company and the holder of such Converted Option), shall otherwise remain the same as the terms and conditions of the Company Option, except that the exercise price per share of each Converted Option shall be equal to the quotient obtained by dividing (1) the exercise price per share of such Converted Option immediately prior to the Effective Time by (2) the Exchange Ratio, rounded up to the nearest whole cent. (c) On the Closing Date, Parent shall file a registration statement on Form S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), with respect to the shares of Parent Common Stock subject to the Converted Options and shall use its commercially reasonable best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such Converted Options remain outstanding.

  • 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.

  • 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.

  • Cancellation of Options In exchange for the consideration described in Section 1.2 below, the Participant hereby agrees that the Award Agreement and the Participant’s interests in the Underwater Options shall be cancelled, terminated, and of no further force or effect, effective as of the Effective Date, and that neither the Company nor the Participant shall have any further rights or obligations with respect to the Award Agreement, the Underwater Options, or with respect to which any shares of Common Stock that could have been acquired upon vesting and exercise of the Underwater Options.

  • Term of Options Unless the Options terminate earlier pursuant to the provisions of this Agreement or the Plan, the Options shall expire on the seventh (7th) anniversary of the Grant Date (“Option Expiration Date”).

  • 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;

  • Grant of Options Pursuant to, and subject to, the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Participant a NON-QUALIFIED STOCK OPTION (the “Option”) with respect to ___________ shares of Common Stock of the Company.

  • 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.

  • Termination of Option (a) The Optionee’s right to exercise any options that have vested and are exercisable shall terminate on the earliest of the following dates: (i) The Expiration Date; (ii) Subject to subsections (c) and (d) below, the date which is six (6) months from the date on which the Optionee ceases to act as an officer of the Company or any subsidiary of the Company; (iii) In the event of the termination of the Optionee as an officer of the Company or any subsidiary of the Company as a result of a breach of the Optionee’s obligations to the Company or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and (iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”). (b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates: (i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company; (ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and (iii) The date of the Optionee’s death or the Disability Determination Date, as applicable. (c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position. (d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer of the Company or any subsidiary of the Company shall terminate on the earliest of the Expiration Date and the date which is six (6) months after the date of death.

  • Grant of Option; Conditions Tenant shall have a continuing right of first offer (the “Right of First Offer”) with respect to the following space in the Office Section: (i) Commencing on the date hereof, all space in Tower IV other than on the first floor; (ii) Commencing on the date hereof, any space in Tower Ill that is contiguous to the then Premises, whether on a floor above or below the Premises (including SSB Expansion Space and Early Expansion Space not added under Section 41.01 and any expansion space under Section 41.02) or on the same floor as a portion of the Premises, but in Tower Ill; (iii) Commencing July 1, 2019, any space in Tower I, but subject to the rights, existing as of the date of this Lease, of other tenants of the Building. Any such space that becomes available as hereinafter described is referred to herein as the “Offering Space”. If during the Term Landlord determines (in Landlord’s sole judgment) that Offering Space is available to lease to a third party other than the existing tenant or licensee of the Offering Space, then Landlord shall so advise Tenant (the “Advice”). Tenant may lease such Offering Space in its entirety only, under the applicable terms described below, by delivering written notice of exercise to Landlord (the “Notice of Exercise”) within ten business (10) days after the date of the Advice. In any event, Tenant’s delivery of a Notice of Exercise shall be deemed to be the irrevocable exercise by Tenant of its Right of First Offer subject to and in accordance with the provisions of this ARTICLE 43. Any reference to the Advice below shall be a reference to the Advice with respect to which a Notice of Exercise was given. Notwithstanding the foregoing, Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an Advice, if: (a) A material default is then continuing at the time that Landlord would otherwise deliver the Advice; or (b) Tenant herein named (or a transferee pursuant to a Related Party Transfer, as defined in ARTICLE 17 of this Lease) is not in occupancy of at least 70% of the Premises initially leased at the time Landlord would otherwise deliver the Advice; or (c) This Lease has been assigned (other than pursuant to a Related Party Transfer) prior to the date Landlord would otherwise deliver the Advice.

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