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.

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." 2.6.2 Upon each Option Exercise, AVSA shall notify Northwest in writing of the delivery date for the Roll-Over Option Aircraft (the "Roll-Over Option Aircraft Delivery Date"). The Roll-Over Option Aircraft Delivery Date shall be added to the end of the then-existing Option Aircraft Delivery Schedule (but in no event will ***, unless otherwise agreed between AVSA and Northwest), and shall be deemed to amend the Option Aircraft Delivery Schedule. AVSA shall undertake ***.

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...

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.

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).

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

Related to Roll-Over Options

Additional Options The NYS Contract Price for Additional Options offered under the Contract in accordance with Section III.2.7 Additional Options, shall be the Additional Options NYS Discount listed on the Contract Pricelist, or higher, applied to the MSRP on the current OEM Data Book or Contractor-Published Pricelist, as applicable. See Section III.1.2
Unvested Options Each unvested outstanding Company Option held by a Continuing Employee (each an “Unvested Company Option”) shall be assumed by Parent (the “Assumed Options”) and will continue to have, and be subject to, the same terms and conditions set forth in the applicable Unvested Company Option documents (including any applicable Company Option Plan and stock option agreement or other document evidencing such Unvested Company Option, including but not limited to any employment or other agreement providing for accelerated vesting or other terms governing such Assumed Options) immediately prior to the Effective Time (including any repurchase rights or vesting provisions), except that (i) each such Unvested Company Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Stock equal to the product of the number of shares of Company Common Stock that were subject to such Unvested Company Option immediately prior to the Effective Time multiplied by the Conversion Rate (rounded down to the next whole number of shares of Parent Stock, with no cash being payable for any fractional share eliminated by such rounding), and (ii) the per share exercise price for the shares of Parent Stock issuable upon exercise of such assumed Unvested Company Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Unvested Company Option was exercisable immediately prior to the Effective Time by the Conversion Rate, rounded up to the nearest whole cent. The assumption and conversion of Unvested Company Options by Parent are intended to satisfy the requirements of Treasury Regulations Section 1.424-1 (to the extent such options were incentive stock options) and of Treasury Regulations Section 1.409A-1(b)(5)(v)(D). Following the Effective Time, the Board of Directors of Parent or a committee thereof shall succeed to the authority and responsibility of the Board of Directors of Company or any committee thereof with respect to each Assumed Option and references to Company shall become references to Parent under the applicable Company Option Plan and stock option agreement or other document evidencing such Assumed Option. Each unvested outstanding Company Option that is not an Unvested Company Option shall be treated as a Cancelled Option and shall be cancelled and extinguished, with no consideration payable in connection with such cancellation and no further rights to the holder thereof, at the Effective Time.
Vested Options Each vested outstanding Company Option that is outstanding as of immediately prior to the Effective Time (the “Cashed-Out Options”) shall be cancelled at the Effective Time and converted into the right to receive an amount in cash equal to the Option Consideration after which it shall be cancelled and extinguished. If the Per Share Conversion Common Amount does not exceed the per share exercise price of each such outstanding Company Option, then such Company Option shall be cancelled and extinguished, with no consideration payable in connection with such cancellation and no further rights to the holder thereof (the “Cancelled Options”) and such Company Option shall not be deemed a Cashed-Out Option. Company shall take any and all necessary action to provide for the cancellation of each Company Option in accordance with this Section 1.6(b)(i). As soon as reasonably practicable after the Effective Time, through its payroll system on a special payroll run on the Closing Date, the Surviving Corporation shall or shall direct its payroll agent to, in accordance with its customary payroll practices, pay to each holder of a Cashed-Out Option that was granted to the holder in the holder’s capacity as an employee of Company or any of its Subsidiaries for applicable employment Tax purposes (“Employee Cashed-Out Option Holder”) the applicable portion of the Option Consideration (subject to applicable withholding Taxes) payable in respect of each such Cashed-Out Option (“Employee Option Consideration”); provided, that, if any such Employee Cashed-Out Holder has not executed and delivered to Parent a Cashed-Out Option Agreement (a “Cashed-Out Option Agreement”) in substantially the form attached hereto as EXHIBIT I, as of such date, the payment to such Employee Cashed-Out Option Holder shall be made as soon as reasonably practicable following the execution and delivery to Parent of a Cashed-Out Option Agreement. Each holder of a Cashed-Out Option that was granted to the holder in the holder’s capacity as a non-employee service provider to Company or any of its Subsidiaries for applicable employment Tax purposes (“Non-Employee Cashed-Out Option Holder”) shall be paid the applicable portion of the Option Consideration by the Exchange Agent in the manner provided in Section 1.11. No interest shall accrue or be paid on the Option Consideration payable with respect to any Cashed-Out Options. In no event shall any Cashed-Out Option or Cancelled Option be assumed by Parent.
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;
Options and Convertible Securities The consideration per share received by the Company for Additional Shares of Common Stock deemed to have been issued pursuant to paragraph (c), relating to Options and Convertible Securities, shall be determined by dividing: (A) the total amount, if any, received or receivable by the Company as consideration for the issue of such Options or Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Company upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities; by (B) the maximum number of shares of Common Stock (as set forth in the instrument relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities.
Options, Warrants, Reserved Shares Except for (i) the warrant issued to Value Partners Greater China High Yield Income Fund in March 2019, (ii) any A Shares (and options and warrants therefor) reserved for issuance to the employees, directors, and consultants of the Group Companies pursuant to any equity incentive plan that may be adopted from time to time by the Company, (iii) as provided in the Restated Articles, and (iv) any A Shares to be issued to certain potential investors for this financing round on or around April 30, 2019, including the transactions contemplated herein, there are no options, warrants, conversion privileges, agreements, or rights of any kind with respect to the issuance or purchase of the Purchased Shares or any other securities of the Company. Apart from any exceptions noted in the Restated Articles, no outstanding shares (including the Purchased Shares), or shares issuable upon exercise or exchange of any outstanding options, warrants, or other shares issuable by the Company, are subject to any preemptive rights, rights of first refusal, or other rights of any kind to purchase such shares (whether in favor of the Company or any other person).
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.
Share Options With respect to the share options (the “Share Options”) granted pursuant to the share-based compensation plans of the Company and its subsidiaries (the “Company Share Plans”), (i) each Share Option intended to qualify as an “incentive stock option” under Section 422 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), so qualifies, (ii) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was made in accordance with the terms of the Company Share Plans, the Exchange Act, and all other applicable laws and regulatory rules or requirements, including the rules of the New York Stock Exchange (the “Exchange”), and (iv) each such grant was properly accounted for in accordance with IFRS in the financial statements (including the related notes) of the Company. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Share Options prior to, or otherwise coordinating the grant of Share Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or prospects.
Authorized Capital; Options The Company had at the date or dates indicated in each of the Registration Statement, the Sale Preliminary Prospectus, and the Prospectus, as the case may be, duly authorized, issued and outstanding capitalization as set forth in the Registration Statement, the Sale Preliminary Prospectus, and the Prospectus. Based on the assumptions stated in the Registration Statement, the Sale Preliminary Prospectus, and the Prospectus, the Company will have on the Closing Date or on the Option Closing Date, as the case may be, the adjusted share capitalization set forth therein. Except as set forth in, or contemplated by the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, on the Effective Date and on the Closing Date or Option Closing Date, as the case may be, there will be no options, warrants, or other rights to purchase or otherwise acquire any authorized but unissued shares of Common Stock or any security convertible into shares of Common Stock, or any contracts or commitments to issue or sell Common Stock or any such options, warrants, rights or convertible securities.
Employee Options A regular employee who is subject to displacement shall have the right to select one of the following options. Upon written presentation of the options, the employee shall have 3 full working days to select an option. This time limit may be extended by the mutual agreement of the Parties: (a) accept training, if applicable; or (b) accept placement in a vacant position, either within or outside the bargaining unit, in accordance with the provisions of this Article; or (c) exercise the bumping rights referred to in this Article; or (d) accept layoff, retaining the right to recall and to severance pay in accordance with this Agreement; or (e) accept severance in accordance with Article 9.03 of this Agreement.

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