SHARES/OPTIONS Sample Clauses

SHARES/OPTIONS. It is acknowledged that the Executive may, during his employment, be granted rights upon the terms and subject to the conditions of the rules from time to time of the Wolseley plc 2002 Long Term Incentive Scheme; Wolseley Executive Share Option Scheme 1984; Wolseley Executive Share Option Scheme 1989; the Employee Share Purchase Plan 2001 or any other profit sharing, share incentive, share option, bonus share scheme or phantom option scheme operated by Wolseley plc with respect to shares in Wolseley plc. If, on termination of his employment, whether lawfully or in breach of contract, the Executive loses any of the rights or benefits under such scheme (including rights or benefits which the Executive would not have lost had his employment not been terminated) the Executive shall not be entitled, by way of compensation for loss of office or otherwise, to any compensation for the loss of any rights under any such scheme.
Sample 1Sample 2
AutoNDA by SimpleDocs
SHARES/OPTIONS. (1) As of the Execution Date, (1) the outstanding shares of WBC’s capital stock are validly issued and outstanding, fully paid and non-assessable, and subject to no preemptive rights, and (2) except as set forth on Schedule 5.1(B), there are no shares of capital stock or other equity securities of WBC outstanding and no securities convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire, or any options, warrants, calls or commitments with respect thereto (collectively, “Rights”). (2) As of the Execution Date, WBC has 13,679,757 authorized shares of common stock, no par value (“WBC Common Stock”), of which 9,391,159 shares are issued and outstanding, and 20,000 authorized shares of preferred stock, no par value, of which none are issued and outstanding, no other class of capital stock being authorized. (3) As of the Execution Date, Whidbey Island Bank has 18,640 authorized shares of common stock, $20 par value per share (“Whidbey Island Bank Common Stock”) (no other class of capital stock being authorized), of which 18,640 shares are issued and outstanding, all of which are owned by WBC. (4) As of the Execution Date, WBC has 287,717 shares of WBC Common Stock reserved for issuance under the WBC Stock Option Plans pursuant to which options covering 255,391 shares of WBC Common Stock are outstanding, at a weighted average exercise price of $8.41 per share, and pursuant to which 17,815 restricted stock units are outstanding (collectively “WBC Options”). As of the Execution date WBC has outstanding common stock equivalents under equity compensation arrangements other than the WBC Options as described in Schedule 5.1(B). All WBC Options were granted at “fair market value” as of the date of the grant, within the meaning of the regulations promulgated under Section 409A of the Code, or are exempt from the application of Section 409A.
Sample 1Sample 2
SHARES/OPTIONS. Such Seller holds of record and owns beneficially, and holds good and valid title to, the number of Shares and/or Options set forth opposite such Seller’s name in Section 3(a)(v) of the Disclosure Schedule, free and clear of any restrictions on transfer taxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands (in each case, other than restrictions under the Securities Act, state securities laws, the Company Stockholders’ Agreement, the Stock Plans, and the related Option Agreements, in each case, as applicable). Such Seller is not a party to any option, warrant, purchase right, conversion right, right of first refusal, call, put or other contract or commitment that could require such Seller to sell, transfer, or otherwise dispose of any equity interests of the Company or any of its Subsidiaries (other than this Agreement and the Company Stockholders’ Agreement). Such Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any equity interests of the Company or any of its Subsidiaries. At Closing, such Seller will hold good and valid title to, such Seller’s Shares, in each case, free and clear of any and all Liens, other than Liens pursuant to applicable securities Laws.
Sample 1Sample 2
SHARES/OPTIONS. It is acknowledged that the Executive may, during his employment, be granted rights upon the terms and subject to the conditions of the rules from time to time of the Wolseley plc 2001 Long Term Incentive Scheme; the Wolseley plc 2002 Long Term Incentive Scheme; Wolseley Executive Share Option Scheme 1984; Wolseley Executive Share Option Scheme 1989; the Employee Share Purchase Plan 2001 or any other profit sharing, share incentive, share option, bonus share scheme or phantom option scheme operated by Wolseley plc with respect to shares in Wolseley plc. If, on termination of his employment, whether lawfully or in breach of contract, the Executive loses any of the rights or benefits under such scheme (including rights or benefits which the Executive would not have lost had his employment not been terminated) the Executive shall not be entitled, by way of compensation for loss of office or otherwise, to any compensation for the loss of any rights under any such scheme.
Sample 1
SHARES/OPTIONS. Except as set forth on Schedule 4.3 or as otherwise contemplated by the Annex Transaction, such Seller holds, and will hold on the Closing Date, beneficially and of record all of the shares of Common Stock, or options to purchase the same, set forth on such Seller’s signature page free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), Encumbrances, purchase rights, contracts, commitments, claims and demands. Except for the Annex Transaction, such Seller is not a party, and will not be a party on the Closing Date, to any purchase right or other contract or commitment that could require such Seller to sell, transfer, or otherwise dispose of any capital stock of the Company (other than this Agreement). Such Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of the Company, except as may be set forth in the Transaction Documents.
Sample 1
SHARES/OPTIONS. Inland will cause to be issued and delivered to Holders at the Closing, at the election of Holders, either: (i) a sufficient number of shares of Inland's Common Stock (the "Shares"), such that upon consummation of the Acquisition the Shares will represent 60% of the total issued and outstanding equity of Inland (not counting the Existing Options and Equalizing Options referenced in paragraph (c) below) and 60% of the voting power exercisable by all shareholders of Inland; or (ii) Shares representing 49% of such equity and voting power, and an option or options (the "Options") exercisable, cumulatively, for the purchase of an additional number of shares of Inland's Common Stock (the "Option Shares"), such that, after giving effect to the Acquisition and assuming the exercise in full of the Options (but not the Existing Options or Equalizing Options), the Holders would own Shares and Option Shares representing a total of 60% of such equity and voting power. The Options, if the second option is elected, will be exercisable at a purchase price equal to the par value per share of the Option Shares, and will be transferable, subject to compliance with applicable securities laws.
Sample 1
SHARES/OPTIONS. Employee shall be granted a stock option (the “Stock Option”) to purchase a total of 300,000 shares of Company common stock with a per share exercise price equal to the fair market value of the shares on the date of grant. The Stock Option shall vest as follows: 180,000 shares subject to the Stock Option shall vest on the Employment Commencement Date, and an additional 10,000 shares subject to the Stock Option shall vest on the last day of each calendar quarter thereafter, so as to be one hundred percent (100%) vested on the three (3) year anniversary of the Employment Commencement Date, conditioned upon Employee’s continued employment or service as a director with the Company as of each vesting date. Except as specified otherwise herein, the Stock Option grant will be in all respects subject to the terms, definitions and provisions of any Company Stock Plan and the standard form of stock option agreement thereunder (the “Option Agreement”).
Sample 1
AutoNDA by SimpleDocs
SHARES/OPTIONS. (1) As of the Execution Date, (1) the outstanding shares of Salem’s capital stock are validly issued and outstanding, fully paid and non-assessable, and subject to no preemptive rights, and (2) except as Previously Disclosed in Schedule 5.1(B), there are no shares of capital stock or other equity securities of Salem outstanding and no outstanding Rights with respect thereto. (2) As of the Execution Date, Salem has 10,000,000 authorized shares of common stock, $1.25 par value (“Salem Common Stock”), of which 3,263,221 shares of Salem Common Stock are issued and outstanding, no other class of capital stock being authorized. (3) As of the Execution Date, Salem has 540,000 shares of Salem Common Stock reserved for issuance under an employee stock option plan pursuant to which options covering 52,059 shares of Salem Common Stock are outstanding (“Salem Options”), at a weighted average exercise price of $14.46 per share. (4) Except as Previously Disclosed in Schedule 5.1(B), or as authorized by this Agreement, there are no shares of capital stock of Salem authorized and reserved for issuance; and Salem has no Rights issued or outstanding, and has no commitment to authorize, issue or sell any such shares or any Rights. The term “Rights” means securities or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire, or any options, warrants, calls or commitments relating to, shares of capital stock. There are no preemptive rights with respect to Salem Common Stock.
Sample 1

Related to SHARES/OPTIONS

  • 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.

  • Shares The term “

  • Restricted Shares Employee hereby accepts the Restricted Shares when issued and agrees with respect thereto as follows:

  • 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.”

  • Option Rights Except as provided below, the Option shall be valid for a term commencing on the Grant Date and ending 10 years after the Grant Date (the "EXPIRATION DATE").

  • Vested Options On the next regularly scheduled payroll date of the Surviving Corporation occurring more than five (5) Business Days but less than twenty (20) Business Days following the Closing Date, the Surviving Corporation shall pay to each holder of a Vested Option (other than with respect to Non-Withholding Options) for whom Acquiror has received a duly executed Option Termination Agreement an amount in cash equal to the number of shares of Common Stock subject to such Vested Option multiplied by an amount equal to the difference between (a) the Per Share Closing Consideration, minus (b) the exercise price per share under such Vested Option, minus (c) such holder’s applicable Percentage of the Escrow Amount in respect of such Vested Option (the “Closing Options Payout Amount”). Following the Effective Time, the Paying Agent shall cause the applicable Closing Options Payout Amount to be paid to each holder of a Vested Option which is a Non-Withholding Option for whom Acquiror has received a duly executed Option Termination Agreement. The Closing Options Payout Amount payable to each holder of a Vested Option shall be set forth opposite such holder’s name on the Payment Schedule (such consideration subject to adjustment as provided herein and any applicable withholding Taxes). In the event of a conflict between the Payment Schedule and the provisions of this Agreement, the Payment Schedule shall control. Notwithstanding anything to the contrary herein or in the Company’s Amended and Restated Certificate of Incorporation (as amended as of the date hereof) (the “Restated Certificate”), Acquiror, Merger Sub, the Surviving Corporation, the Equityholder Representative and the Paying Agent shall be entitled to rely on the Payment Schedule as conclusive evidence of amounts payable to the holders of Vested Options pursuant to this Agreement. Each holder of a Vested Option, subject to receipt of a duly executed Option Termination Agreement, shall be entitled to receive with respect to each Vested Option subject thereto, such holder’s Percentage of the Earnout Payments, as and when such payments are required to be made, which amount shall be paid on the same schedule and on the same terms and conditions as apply to the Stockholders generally.

  • Exercise of Options 4.1 No portion of the option granted hereunder may be exercised for a fraction of a share. The option granted hereunder shall be deemed to be exercised when written notice of such exercise has been given to the Corporation to the attention of the Secretary of the Corporation accompanied by full payment of the exercise price and by such other documents as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding the exercise of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available by the number of Shares as to which the Option is exercised. 4.2 In the event of termination of an Optionee as an employee or consultant with the Corporation (but not in the event of an Optionee's change of status from employee to consultant or from consultant to employee), such Optionee may, but only within such period of time as is determined by the Board, of at least thirty (30) days (but in no event later than the Option Expiration Date), exercise the option granted hereunder to the extent that Optionee was entitled to exercise it under Section 2 hereof at the date of such termination, or to such greater extent as may be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminate. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from the date of the Optionee's termination (but in no event shall the Optionee be entitled to exercise the option after the Option Expiration Date) to the extent that Optionee was entitled to exercise it under Section 2 on the date of termination. 4.4 In the event of the death of the Optionee, the option granted hereunder may be exercised at any time within twelve (12) months following the date of death (but in no event later may the option be exercised after the Option Expiration Date), by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of death.

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

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!