Roll-Over Options Sample Clauses

Roll-Over Options. Without limiting the foregoing, in the event of any merger, consolidation or other transaction (x) in which the Company is not the surviving entity or the Company becomes a Subsidiary of another entity and (y) following which the surviving entity or any Person of which it is a Subsidiary, or, if the Company survives as a Subsidiary of another entity, then such other entity or any Person of which such other entity is a Subsidiary, has publicly traded equity securities issued and outstanding, the Company shall take such steps as are necessary to assure that the Optionee shall (if he so elects) be provided a replacement option that (x) is exercisable for publicly traded equity securities of the surviving entity, or of a Person of which the Company or the surviving entity is a Subsidiary, as the case may be, and (y) provides terms, conditions and an after-tax economic opportunity (including, without limitation, an aggregate spread value) no less favorable to the Optionee than did this option immediately prior to such transaction. For purposes of this Section 7, "Subsidiary", when used in respect of any Person, shall mean any entity 50% or more of whose equity interests (measured either by Fair Market Value or by voting power) are owned, directly or indirectly through one or more Subsidiaries or Affiliates, by such Person.
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Roll-Over Options. 2.6.1 Upon each Option Exercise with respect to an A319 Option Aircraft, AVSA shall grant Northwest the option to purchase an additional Airbus Industrie A319-100 model aircraft (the "A319 Roll-Over Option Aircraft"). Further, upon each Option Exercise with respect to an A320 Option Aircraft, AVSA shall grant Northwest the option to purchase an additional Airbus Industrie A320-200 model aircraft (the "A320 Roll-Over Option Aircraft"). The terms and conditions of this Letter Agreement with respect to the A319 Option Aircraft shall apply to the A319 Roll-Over Option Aircraft, and the terms and conditions of this Letter Agreement with respect to A320 Option Aircraft shall apply to the A320 Roll-Over Option Aircraft, unless otherwise specified herein, including, but not limited to, the provisions of Subparagraphs 2.3 and 2.4 above. For the purposes of this Letter Agreement, the terms A319 Roll-Over Option Aircraft and A320 Roll-Over Option Aircraft are collectively referred to as the "Roll-Over Option Aircraft."
Sample 1
Roll-Over Options. The Board of Directors of the Company has taken all necessary action to cause unexercised options to purchase Shares to become exercisable to purchase shares of PROVANT Common Stock as set forth on SCHEDULE 4 hereto. PROVANT shall assume such options at the Closing. Promptly following the Closing, PROVANT shall file a Registration Statement on Form S-8 with the Commission with respect to the shares of PROVANT Common Stock that may be acquired under such options, provided that the holders of such options agree that they will purchase under the Registration Statement prior to the first anniversary of the Closing Date no more than 40% of the shares of PROVANT Common Stock that may be purchased under such options immediately after the Closing. PROVANT agrees that it will keep such Registration Statement effective for so long as the PROVANT Common Stock is registered under Exchange Act and such options are outstanding.
Sample 1
Roll-Over Options. In the Merger, all options to purchase Company Common Stock listed on Schedule 1.7(b) hereto, whether or not exercisable, whether or not vested, and whether or not performance-based, which are outstanding at, and have not expired by their terms prior to, the Effective Time (each a "Roll-Over Option"), shall at the Effective Time expire and all rights and obligations of all parties thereunder shall be extinguished. As of the Effective Time, Parent shall grant each holder of a Roll-Over Option an option to acquire capital stock of the Parent under the Parent's 2004 Stock Option Plan (the "Parent Incentive Plan") having those terms and conditions described on Schedule 1.7(b) hereto (each such Parent option referred to herein as a "Replacement Option"); provided, that each Replacement Option shall, except to the extent set forth on Schedule 1.7(b) hereto or in the Parent Incentive Plan, otherwise have the same terms as the Roll-Over Option it is intended to replace. Immediately following the Effective Time, Parent will issue to each person who, immediately prior to the Effective Time was a holder of a Roll-Over Option, a written document evidencing the corresponding Replacement Option. At any time after the Effective Time any certificates or other instruments representing Roll-Over Options shall represent only the right to receive a written document representing the corresponding Replacement Option pursuant to this Section 1.7(b). Each Selling Stockholder who holds Roll-Over Options hereby agrees, notwithstanding the terms of such Roll-Over Options, to the treatment and disposition of such Roll-Over Options in accordance with the terms of this Section 1.7(b).
Sample 1
Roll-Over Options. The Company and Employee acknowledge that, subject to the terms of the Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries, as amended from time to time (the “Equity Incentive Plan”), Employee was granted roll-over options to purchase an aggregate of 133,333 ordinary shares of the Company at $1.25 per share on December 1, 2005 (the “Roll-Over Options”). The Company and Employee agree that the Roll-Over Options are fully vested. The Company shall pay to Employee a cash lump sum in the amount calculated by multiplying 133,333 times the result of subtracting (A) $1.25 from (B) the per share fair market value of the ordinary shares of the Company as of the Termination Date, as determined by the Company in its sole discretion, payable on, or as soon as administratively practicable following, the date the Release becomes no longer subject to revocation. Once the payment to Employee contemplated by this Section 2(b)(i) has been made by the Company, Employee agrees that he shall have no further right, title or interest in any Roll-Over Options or the ordinary shares of the Company underlying such options, the Equity Incentive Plan (with respect to such options) and any other agreements entered into with respect thereto
Sample 1
Roll-Over Options. The Executive shall have the right and option (but not the obligation), not earlier than four (4) years and six (6) months after the Effective Date and so long as the Executive’s employment has not been terminated for Cause, to require the Company, subject to the provisions of this Section 3(m), to purchase shares of common stock of H-Lines acquired by the Executive through the exercise of Roll-Over Options (as defined in the Agreement and Plan of Merger, dated as of May 22, 2004, by and among H-Lines Holding Corp., Horizon Lines Holding Corp., H-Lines Subcorp., and TC Group, L.L.C., as amended or modified). The purchase price for such shares shall be equal to the “Fair Market Value” per share of common stock as defined herein. Notwithstanding any provision contained herein to the contrary, the Company shall not be required to purchase any shares pursuant to the terms of this Section 3(m) if the purchase of such shares would violate or cause the Company to violate or result in the violation or cause the breach of, any covenant contained in the Company’s financing agreements or indentures; provided, that the Company shall use its commercially reasonable efforts to seek a waiver of any such violation or breach, but in no event shall the Company be required to pay any fees or such other consideration in excess of $250,000 in the aggregate for any and all such waiver requests. For the purposes of this Section 3(m), “Fair Market Value” means (i) the product of (A) six (6) multiplied by (B) EBITDA (as defined below) for H-Lines and its consolidated subsidiaries for the four most recent complete fiscal quarters prior to such date (such four fiscal quarters, the “Applicable Valuation Period”) as reported in the consolidated financial statements of H-Lines and its subsidiaries, plus (ii) average cash and cash equivalents of H-Lines and its consolidated subsidiaries for the Applicable Valuation Period (excluding restricted cash or cash equivalents, which, for purposes of clarification, shall include cash or cash equivalents held in escrow, cash committed for capital expenditures, and amounts pursuant to any capital construction fund agreements), minus (iii) the outstanding amount of all term and/or fixed indebtedness (including any obligation owed in respect of capitalized leases) of H-Lines and its consolidated subsidiaries (including the current and long term portions thereof) and accrued interest thereon for the Applicable Valuation Period, minus (iv) revolving c...
Sample 1

Related to Roll-Over Options

  • Additional Options In the event that the Company grants additional options to purchase shares of Class A Common Stock to the Grantee, unless agreed to the contrary between the Parties, the additional options will be subject to the terms of this Agreement.

  • Unvested Options At the Effective Time, each option (each, a “Company Stock Option”) to purchase Shares granted under any employee or director stock option, stock purchase or equity compensation plan, arrangement or agreement of the Company, including, without limitation, under the Company’s 2002 Stock Plan, the Company’s 2007 Equity Incentive Plan and the AirWave Wireless, Inc. 2000 Stock Plan, (the “Company Stock Plans”), that is unvested and outstanding immediately prior to the Effective Time and is held by a person providing services to the Company or its Subsidiary immediately prior to the Effective Time shall be converted into and become an option with respect to Parent Common Stock, and Parent shall assume each unvested Company Stock Option, in accordance with the terms of the Company Stock Plans and/or stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) Parent and its compensation committee (the “Parent Compensation Committee”) shall be substituted for the Company and the compensation committee of the Company Board administering such Company Stock Plans, (ii) each unvested Company Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock (or cash, if so provided under the terms of such unvested Company Stock Option or required under applicable Law), (iii) the number of shares of Parent Common Stock subject to such unvested Company Stock Options shall be equal to the number of Shares subject to such unvested Company Stock Options immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole share, and (iv) the per share exercise price under each such unvested Company Stock Option shall be adjusted by dividing the per share exercise price under each such unvested Company Stock Option by the Exchange Ratio and rounding up to the nearest cent; provided, however, that with respect to Company Stock Options that are unvested, unexercised and outstanding immediately prior to the Effective Time, and which have an exercise price greater than the Merger Consideration, such unvested Company Stock Options shall not be assumed by Parent and shall automatically terminate as of the Effective Time if not exercised prior to or as of the Effective Time. In addition, each unvested Company Stock Option that is an “incentive stock option” or a nonqualified stock option held by a US taxpayer shall be adjusted as required by Section 424 of the Code and Section 409A of the Code and the Treasury Regulations thereunder, so as not to constitute a modification, extension or renewal of the option, within the meaning of Section 424(h) of the Code and the Treasury Regulations under Section 409A of the Code, or otherwise result in negative tax treatment or penalties under Section 424 of the Code or Section 409A of the Code, and clauses (iii) and (iv) of the first sentence of this Section 2.2(a) shall be modified to the extent necessary to ensure such compliance. “Exchange Ratio” means the fraction having a numerator equal to the Merger Consideration and having a denominator equal to the average closing price of Parent Common Stock on the New York Stock Exchange for the five consecutive trading days immediately preceding (but not including) the Closing Date (the “Parent Closing Price”).

  • Vested Options Prior to the Closing, the Board of Directors of the Company shall have adopted resolutions (in a form reasonably satisfactory to Parent), and the Company hereby agrees to take all other actions reasonably necessary, to cause, in accordance with the Yodlee, Inc. 1999 Stock Plan, as amended; the Yodlee, Inc. 2001 Stock Plan, as amended; the Yodlee, Inc. 2009 Equity Incentive Plan, as amended; and the Yodlee, Inc. 2014 Equity Incentive Plan, as amended (collectively the “Equity Plans”), each stock option granted thereunder (“Company Stock Option”) that is vested and exercisable and that remains outstanding as of immediately prior to the Closing, including Company Stock Options that will become vested as of the Closing (the “Vested Options”) to be exercised immediately prior to the Closing in a cashless net exercise with shares of Company Common Stock that would otherwise be received on the exercise of such Vested Option being retained by the Company to cover the exercise price and any applicable tax withholding obligations and to issue the net number of shares of Company Common Stock upon such net exercise to the holder of such Company Stock Option where the value of a share of Company Common Stock for purposes of the foregoing shall be the sum of (i) the Per Share Cash Consideration and (ii) the value of the Per Share Stock Consideration and for purposes of determining the value of the Per Share Stock Consideration, the Parent Stock Value used to determine the Per Share Stock Consideration will be used. As of the Effective Time, each such share of Company Common Stock shall be converted into the right to receive the sum of (i) the Per Share Cash Consideration and (ii) the Per Share Stock Consideration pursuant to the terms of this Article I. Each Vested Option outstanding immediately prior to the date of exercise, when exercised in accordance with this Section 1.7(a) or otherwise, shall no longer be outstanding, shall automatically be canceled and shall cease to exist. The Company agrees to process the exercise of the Vested Options through payroll as appropriate and to remit any necessary withholding amounts that arise upon the exercise of the Vested Options to the appropriate Tax authorities or Governmental Entities, as required by applicable law.

  • Second Option If Tenant exercises the First Option, Landlord grants Tenant an additional option (the "Second Option") to extend the term of the Lease for one (1) additional term of five (5) years (the "Second Option Term"). The Second Option applies only to the Premises and is on the following conditions:

  • 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

  • Options and Convertible Securities The consideration per share received by the Company for Additional Shares of Common Stock issued pursuant to Section 3.3(2), relating to Options and Convertible Securities, shall be determined by dividing:

  • Call Options (a) If the Executive's employment with the Company or any of its subsidiaries terminates for any of the reasons set forth in clauses (i), (ii) or (iii) below prior to a Sale of the Company, or if the Executive engages in Competitive Activity (as defined in Section 9.1 of this Agreement), for any Units issued 181 days or more prior to the date of Executive's termination of employment or engagement in Competitive Activity, within 120 days after such date (or in the case of Units issued 180 days or less prior to such date or at any time after such date, no earlier than 181 days and no later than 271 days after the date of issuance of such Units), Dairy Holdings shall have the right and option to purchase, and the Executive and the Executive's Permitted Transferees (hereinafter referred to as the "Executive Group") shall be required to sell to Dairy Holdings, any or all of such Units then held by such member of the Executive Group (it being understood that if Units of any class subject to repurchase hereunder may be repurchased at different prices, Dairy Holdings may elect to repurchase only the portion of the Units of such class subject to repurchase hereunder at the lower price), at a price per unit equal to the applicable purchase price determined pursuant to Section 7.2(c):

  • Outstanding Warrants and Options China Health has no issued warrants or options, calls, or commitments of any nature relating to the China Health Share Capital, except as previously disclosed in writing to UFOG.

  • Additional Shares or Options The Company hereby agrees that until the consummation of a Business Combination, it shall not issue any shares of Common Stock or any options or other securities convertible into Common Stock, or any preferred shares or other securities of the Company which participate in any manner in the Trust Account or which vote as a class with the Common Stock on a Business Combination.

  • Initial Option Grant As of the end of the day of the date this Agreement is signed by the Company and Employee, the Company shall grant Employee an option to purchase the number of shares described in Exhibit A of common stock of the Company under the Company's 1992 Stock Option Plan, as amended, having an exercise price per share equal to the fair market value (as defined in the Stock Option Plan) of a share of common stock of the Company. Except as otherwise provided in the Stock Option Plan, the option shall become exercisable as described in Exhibit A.

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