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.
Sample 1Sample 2Sample 3See All (18)
AutoNDA by SimpleDocs
Replacement of Options. If an Acquiring Company obtains Control of the Company as a result of making:
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. 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. 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:
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
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 1.4.2. Each recipient of a replacement Expedia Option, including the replacement Expedia Options to be issued to the "Required Employees" set forth on Schedule 6.2.4, shall be deemed to be an "Optionee" under the 1999 Plan.
Sample 1
AutoNDA by SimpleDocs

Related to Replacement of Options

  • Treatment of Options Immediately prior to the Effective Time, each option to purchase Shares (each, a “Company Option”) under any stock option or other equity or equity-based plan of the Company, including the 2007 Equity and Incentive Plan, as amended and restated effective as of June 11, 2013 (the “Company Equity Plans”), that is unexpired and unexercised and vested immediately prior to the Effective Time (a “Vested Company Option”) (or portion thereof), shall be cancelled and, in exchange therefor, each former holder of any such cancelled Vested Company Option shall be entitled to receive, in consideration of the cancellation of such Vested Company Option and in settlement therefor, a payment in cash (subject to any applicable withholding or other Taxes required by applicable Law) of an amount equal to the product of (i) the total number of Shares subject to such Vested Company Option immediately prior to such cancellation and (ii) the excess, if any, of the Merger Consideration over the exercise price per Share subject to such Vested Company Option immediately prior to such cancellation (such amounts payable hereunder being referred to as the “Option Payments”). No holder of a Vested Company Option that, as of immediately prior to such cancellation, has an exercise price per Share that is equal to or greater than the Merger Consideration shall be entitled to any payment with respect to such cancelled Vested Company Option. From and after the Effective Time, each Vested Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the Option Payment, if any. On or as soon as practicable following the Closing, but in any event no later than 15 days following the Closing, the Surviving Corporation shall make, by a payroll payment through the Company’s or Merger Sub’s payroll provider and subject to withholding, if any, as described in Section 2.5 to each holder of Vested Company Options, such holder’s Option Payment.

  • 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:

  • 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:

  • 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, 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

  • Grant of Options The Company hereby grants Optionee the right and option ("Option") to purchase the above described Twenty Million (20,000,000) shares of Common Stock, on the terms and conditions set forth herein and subject to the provisions of the Form S-8 registration statement in exchange for services provided by Employee to the Company, the options shall vest immediately upon the exercise hereof.

  • 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.

  • 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.

  • Termination of Option (a) Any unexercised portion of the Option shall automatically and without notice terminate and become null and void at the time of the earliest to occur of:

Time is Money Join Law Insider Premium to draft better contracts faster.