Repricing of Options Sample Clauses

Repricing of Options. As soon as practicable after each sale of any of the Shares to the Investor, the exercise price of all option agreements held by current employees and current directors of the Company will be changed to the figure equal to (i) the aggregate purchase price that was paid for all shares of Series A Preferred issued to the Investor prior to the date of determination (whether or not all such shares are then outstanding) divided by (ii) the aggregate number of shares of Series A Preferred that were issued to the Investor prior to the date of determination (whether or not all such shares are then outstanding).
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Repricing of Options. Notwithstanding any other provision in the Plan to the contrary, without approval of the Company’s shareholders, an Option may not be amended, modified downward or repriced to reduce the exercise price of any previously granted Option after the Date of Grant or take any action that would be treated as a repricing under the rules of any national securities exchange on which the Stock is then listed, quoted, or traded. Except as otherwise provided in Section 4.4 with respect to an adjustment in capitalization, an Option also may not be surrendered in consideration of or exchanged for cash, other Awards or a new Option having an exercise price below the exercise price of the Option being surrendered or exchanged.
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Repricing of Options. No representation or covenant shall be deemed to be breached in the event that the Company effectuates a repricing of any options previously issued pursuant to a stock option plan in accordance with the terms therewith as a result of the receipt by Holder of any Warrant; provided, however, that under no circumstances shall such repricing result in an exercise price less than the Warrant Share Price.
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Repricing of Options. In the event TAWC reprices any employee stock options during the two year period after the Termination Date, XXXXXX'X stock options shall receive the same repricing treatment.
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Repricing of Options. The exercise price of all Options (as defined in the Prior Agreement) you received under the Prior Agreement shall adjusted (the “Repricing”) to an amount equal to the fair market value of the Company’s Class A Common Stock as determined by the Compensation Committee of the Board (the “Compensation Committee”) and/or the Board on the date the Compensation Committee and/or the Board approve and/or ratify the Repricing, provided that you agree to enter into and execute any documents, including amendments to or modifications of your Option Agreements (as defined in the Prior Agreement) requested by the Company necessary to facilitate the Repricing. Your Options shall continue to vest as follows: If you remain a full-time employee of the Company in good standing, on January 1, 2009, 14.3% of the Options shall vest. For each month thereafter, so long as you remain a full-time employee of the Company in good standing, 1/84th of the Options shall vest such that your Options would be fully vested if you are still a full-time employee of the Company in good standing on January 1, 2015.
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Repricing of Options. The 1996 and 1997 Stock Option Plans were amended on December 21, 1998 to provide for the exchange and repricing of all the outstanding options held by current Company employees, except the President and CEO, for new options exercisable at a price lower than that of the cancelled options, bearing the same exercise term. The exercise price for the repriced options equaled $1.00, which was higher than the $0.625 per share closing price of the Company's Common Stock on the date of grant.
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Repricing of Options. Prior to the Effective Time, IntelliPrep may reprice the Options, provided, however, that (i) after any such repricing, the product of the Option exercise price multiplied by the Exchange Ratio shall not be lower than the average of the closing price of the Click2learn Common Stock for the ten trading days prior to the Effective Date and (ii) no Option shall be repriced if the Option holder has not waived any rights arising out of the Merger to accelerate the vesting of such Option.
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Repricing of Options. Within the limitations of the Plan, applicable law and listing requirements, the Committee may effect, at any time and from time to time, with the consent of any adversely affected Participant, (i) the reduction of the Exercise Price of any outstanding Option under the Plan or (ii) any other action that is treated as a repricing under generally accepted accounting principles, in each case without stockholder approval; provided, however, that no such reduction or action may be effected if it is determined, in the Company’s sole discretion, that such reduction or action would result in any such outstanding Option becoming subject to the requirements of Section 409A.
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Repricing of Options. The Company shall exchange all outstanding ---------------------- options held by the employees listed on Exhibit F, attached hereto, for new --------- options exercisable for Common Stock at a price per share of $0.
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Related to Repricing of Options

  • 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.

  • Vesting of Options The Option shall vest (become exercisable) in accordance with the vesting schedule shown on page 1 of this Award Agreement. Notwithstanding the vesting schedule on page 1, the Option will also vest and become exercisable: (a) Upon your death or Disability during your Continuous Status as a Participant; or (b) Upon a Change in Control.

  • Vesting of Option (a) Subject to the provisions of Paragraphs 3(c), 3(d), 3(e), 3(f) and 3(g) hereof, the Option to purchase Shares shall become vested and may be exercised by said Employee as to the number of Shares and on or after the dates set out on the following schedule: First anniversary of this Agreement 400 Second anniversary of this Agreement 400 Third anniversary of this Agreement 400 Fourth anniversary of this Agreement 400 Fifth anniversary of this Agreement 400 All Options granted hereunder expire and are void unless exercised within ten (10) years of the date of grant (the “Option Termination Date”). (b) In the event of a Change in Control (as defined in section 7(c)(i) of the Plan), the Option shall be fully vested and exercisable immediately as to all Common Stock granted under the Option; provided, such Change in Control transaction is executed during the period commencing as of the date of an agreement providing for such transaction and ending as of the earlier of the expiration date of such Option or the date on which the disposition of assets or stock contemplated by such agreement is consummated. Provided, however, if such Employee should breach any covenant regarding proprietary information or other protective covenants of an employment agreement with the Company or Bank following termination, then any Option granted hereunder but not exercised as of the date of such breach shall be immediately forfeited. (c) In the event that the employment of Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s death, any Options granted under this Agreement which have not vested as of the date of such Employee’s death shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s death. Any such vested Option of a deceased Employee may be exercised prior to their expiration only by a person or persons to whom such Employee’s Option rights pass by will or by the laws of descent and distribution. (d) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s permanent and total disability (as defined under Section 22(e)(3) of the Internal Revenue Code), any Options which have not vested as of the date of such Employee’s termination of employment by reason of permanent and total disability shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under pursuant to this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s permanent and total disability. (e) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated for cause (i.e., fraud, dishonesty or willful misconduct), all Options granted under this Agreement shall immediately expire and the Employee shall immediately forfeit all Options granted under this Agreement. (f) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s retirement, any Options which have not vested as of such Employee’s retirement date shall expire and become unexercisable on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. All vested and exercisable Options granted under this Agreement to such Employee shall expire on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. (g) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company terminates employment for any reason other than for cause or retirement, death or permanent and total disability, any Options which have not vested as of such Employee’s termination date, shall expire and become unexercisable on the earlier of the Option Termination Date or the Employee’s termination date. All vested and exercisable options as of such Employee’s termination date shall expire on the earlier of the Option Termination Date or 90 days after termination. A leave of absence approved in writing by the Board shall not be deemed a termination of employment for purposes of this section, but no Option may be exercised during any such leave of absence.

  • 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.

  • Exercisability of Option Unless otherwise provided in this Agreement or the Plan, this Option shall entitle the Participant to purchase, in whole at any time or in part from time to time, to the extent the Option is vested in accordance with the vesting schedule herein, the Shares subject to this Option, and each such right of purchase shall be cumulative and shall continue, unless sooner exercised or terminated as herein provided, during the remaining Option Period.

  • Special Acceleration of Option (a) In the event of a Change in Control, this option, to the extent outstanding at that time but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in Control, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. No such acceleration of this option, however, shall occur if and to the extent: (i) this option is, in connection with the Change in Control, assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant to the terms of the Change in Control or (ii) this option is replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control on the Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out in accordance with the same option exercise schedule set forth in the Grant Notice. (b) Immediately following the consummation of the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to the terms of the Change in Control. (c) If this option is assumed in connection with a Change in Control, then this option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

  • 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.

  • 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.

  • Duration of Option The Option shall be exercisable to the extent and in the manner provided herein for a period of ten (10) years from the Grant Date (the "Exercise Term"); provided, however, that the Option may be earlier terminated as provided in Section 6 hereof.

  • Type of Option This Option is a Non-Qualified Stock Option.

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