SHAREHOLDER OPTIONS Sample Clauses

SHAREHOLDER OPTIONS. The person sponsoring the Rollup shall offer to Shareholders who vote "no" on the proposed Rollup the choice of: (a) accepting the securities of the Rollup Entity offered in the proposed Rollup; or (b) one of the following choices: (i) remaining as Shareholders of the Trust and preserving their interests therein on the same terms and conditions as existed previously; or (ii) receiving cash in an amount equal to the Shareholders' pro rata share of the appraised value of the net assets of the Trust.
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SHAREHOLDER OPTIONS. At Closing, certain shareholders of Southshore shall have granted options to persons designated by RV exercisable for ninety (90) days to purchase an aggregate of 500,000 shares of Southshore Common Stock at an exercise price of $.50 per share.
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SHAREHOLDER OPTIONS. ILOG shall have granted to the Shareholders in aggregate 800,000 options under the 1996 ILOG Stock Option Plan, such grants to be made effective as of the Closing Date and substantially in the form of the Notice of Grant and Stock Option Agreement set forth on Exhibit M hereto.
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SHAREHOLDER OPTIONS. In connection with the Employment Agreement, Buyer will issue, at Closing, to White stock options under Buyer's 1998 Long-Term Equity Incentive Plan ("Plan") for 30,000 shares of Buyer common stock (the "Shareholder Options"). The White option will be in the form set forth as Exhibit IIIB.
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SHAREHOLDER OPTIONS. On the terms and subject to the conditions of this Agreement, prior to the Closing, the Option Grantors shall redeem the Shareholder Options subject to the Closing occurring and shall terminate prior to the Closing subject to Closing occurring all rights under or related to the Shareholder Options.
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SHAREHOLDER OPTIONS. In connection with the Shareholder Employment Agreement, Buyer will issue, at Closing, to Xxxxxx Xxxxxx incentive stock options under Buyer's 1998 Long-Term Equity Incentive Plan ("Plan") for 35,000 shares of Buyer common stock (the "Shareholder Options"). The Xxxxxx option will be in the form set forth as Exhibit IIIB.
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SHAREHOLDER OPTIONS. 5 ARTICLE 4
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SHAREHOLDER OPTIONS. Notwithstanding anything in this Agreement to the contrary, in the event the Parent Common Stock is not publicly traded by December 31, 1998: (a) For the period of 30 days immediately following December 31, 1998, Shareholder shall have the right, subject to Section 3.2(b), to require the Parent to repurchase ("Put Option") all of the Parent Common Stock originally issued pursuant to this Agreement and held by Shareholder for a purchase price consisting of $200,000 cash plus an amount equal to an 8% fixed rate of return on such amount calculated from the Effective Time, by providing the Parent written notice of his intention to exercise the Put Option ("Option Notice"). In the event that Shareholder fails to provide the Option Notice during such 30 day period, the Put Option shall expire unexercised. In the event that Shareholder has timely exercised the Put Option and the Parent is either unable or unwilling to make such cash payment within 60 days following its receipt of the Option Notice, the Parent shall notify Shareholder and the Put Option will terminate. (b) If Shareholder exercises the Put Option and the Parent is either unable or unwilling to make the required cash payment within 60 days as provided in Section 3.2(a) above, then for a period of 10 days following receipt of notice from Parent regarding termination of the Put Option, or, if Parent is unable to make the required cash payment and Parent does not provide such notice, for a period of 10 days immediately following such 60 day period, Shareholder shall have the right ("Rescission Option") to require the Parent to sell all of the common stock of the Surviving Corporation back to Shareholder for a purchase price consisting of the sum of (a) $100,000 cash (or such higher cash amount as described herein) plus an amount equal to an 8% fixed rate of return on such amount calculated from the Effective Time, plus (b) the net amount of cash contributed to the Surviving Corporation by Parent (whether as a contribution of capital, for the purchase of capital stock, or in the form of loans) reduced by the net amount of cash dividends and distributions from the Surviving Corporation to the Parent since the Effective Time (but not including payments made for goods and services provided by Parent at prices comparable to those available from third parties), plus (c) the surrender of all of the shares of the Parent Common Stock issued to Shareholder pursuant to this Agreement and still held by Shareholder...
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Related to SHAREHOLDER OPTIONS

  • Shareholder Rights Plans If the Company has a shareholder rights plan in effect upon conversion of the Notes, each share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such shareholder rights plan, as the same may be amended from time to time. However, if, prior to any conversion of Notes, the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable shareholder rights plan, the Conversion Rate shall be adjusted at the time of separation as if the Company distributed to all or substantially all holders of the Common Stock Distributed Property as provided in Section 14.05(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

  • 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.

  • Warrant Holder Not Shareholder This Warrant does not confer upon the holder hereof any right to vote or to consent or to receive notice as a shareholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a shareholder, prior to the exercise hereof as hereinbefore provided.

  • Shareholder Rights Plan No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

  • Stockholder Rights Plans If the Company has a stockholder rights plan in effect upon conversion of the Notes, each share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such stockholder rights plan, as the same may be amended from time to time. However, if, prior to any conversion of Notes, the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable stockholder rights plan, the Conversion Rate shall be adjusted at the time of separation as if the Company distributed to all or substantially all holders of the Common Stock Distributed Property as provided in Section 14.04(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

  • Common Shares 4 Company...................................................................................... 4

  • Shareholder Rights With respect to the foreign securities held pursuant to this Section 4, the Custodian will use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject always to the laws, regulations and practical constraints that may exist in the country where such securities are issued. The Fund acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of the Fund to exercise shareholder rights.

  • 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.

  • Option Shares For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares, the Company hereby grants to the Underwriters an option to purchase up to [●] additional shares of Common Stock, representing fifteen percent (15%) of the Firm Shares sold in the offering, from the Company (the “Over-allotment Option”). Such [●] additional shares of Common Stock, the net proceeds of which will be deposited with the Company’s account, are hereinafter referred to as “Option Shares.” The purchase price to be paid per Option Share shall be equal to the price per Firm Share set forth in Section 1.1.1 hereof. The Firm Shares and the Option Shares are hereinafter referred to together as the “Public Securities.” The offering and sale of the Public Securities is hereinafter referred to as the “Offering.”

  • Company Options (a) At the Effective Time, each Company Option, whether vested or unvested, will be assumed by NetRatings as contemplated by this Section 5.7. Section 5.7 of the Company Disclosure Schedule hereto sets forth a true and complete list as of the date of this Agreement of all holders of outstanding Company Options, including the number of shares of Company Common Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such Company Option. On the Closing Date, the Company shall deliver to NetRatings an updated Section 5.7 of the Company Disclosure Schedule hereto current as of such date. Each such Company Option so assumed by NetRatings under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Company Option Plan and any other document governing such Company Option immediately prior to the Effective Time, except that (i) such Company Option will be exercisable for that number of whole shares of NetRatings Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the Common Exchange Ratio and rounded down to the nearest whole number of shares of NetRatings Common Stock, (ii) the per share exercise price for the shares of NetRatings Common Stock issuable upon exercise of such assumed option will be equal to the quotient determined by dividing the exercise price per share at which such Company Option was exercisable immediately prior to the Effective Time by the Common Exchange Ratio, rounded up to the nearest whole tenth of a cent, and (iii) the term, vesting schedule and other provisions of such Company Option shall remain unchanged, provided that all outstanding Options shall be exercisable as of the Effective Time to the extent vested as of the Effective Time and will continue to become exercisable as they vest after the Effective Time. Consistent with the terms of the Company Option Plan and the documents governing the outstanding Company Options, the Merger will not result in the termination of any of the outstanding Company Options or, except as contemplated by the preceding sentence, the acceleration of the exercisability or vesting of such Company Options upon NetRatings' assumption of the Company Options in the Merger. Within 20 business days after the Effective Time, NetRatings will issue to each person who, immediately prior to the Effective Time, was a holder of an outstanding Company Option a document in form and substance reasonably satisfactory to ACN evidencing the foregoing assumption of such Company Option by NetRatings. (b) As soon as practicable after the Effective Time, but in any event within 30 days thereafter, NetRatings shall file a registration statement on Form S-8 (or any successor or other appropriate forms), with respect to the shares of NetRatings Common Stock subject to the Company Options assumed by NetRatings and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses in connection therewith) for so long as the assumed Company Options remain outstanding.

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