Special Options Sample Clauses

Special Options. When, and if, Oakland offers to all its employees special programs such as pre-tax reimbursement accounts or long-term care insurance, faculty members shall be eligible to participate at their own expense.
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Special Options. As of the date of this Agreement, the Company will grant to the Executive, as an incentive for his entering into this Agreement, an option to purchase 500,000 shares of the Company's common stock with an option price equal to $30.38 per share, the fair market value of the Company's common stock on the date of this Agreement (the "First Option"). The First Option shall vest (a) as to 250,000 shares on the earlier of (i) February 26, 2003 or (ii) the first day after the closing price of the Company's common stock (adjusted for any capital changes) has averaged $48 or higher over twenty consecutive trading days, and (b) as to the remaining 250,000 shares on February 26, 2003. On the date described in clause (a)(ii) of the preceding sentence, if earlier than February 26, 2003, the Company will grant to the Executive an option to purchase 250,000 shares with an option price equal to $48.00 per share (the "Second Option") The Second Option shall vest (c) as to 125,000 shares on the earlier of (i) February 26, 2003, or (ii) the first day after the closing price of the Company's common stock (adjusted for any capital changes) has averaged $64 or higher over twenty consecutive trading days, and (d) as to the remaining 125,000 shares on February 26, 2003. On the date described in clause (c)(ii) of the preceding sentence, if earlier than February 26, 2003, the Company will grant to the Executive an option to purchase 125,000 shares with an option price equal to $64.00 per share (the "Third Option"). The Third Option shall vest as to all its shares on February 26, 2003. Except as provided in Section 7, if the Executive's employment with the Company is terminated at any time prior to any vesting date, the unvested portions of First, Second and Third Options shall lapse without vesting. All share numbers and prices shall be adjusted for capital changes.
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Special Options. If the aggregate Equity Securities held by Main Access will represent over fifty percent (50%), on a fully-diluted basis, of the Company’s voting power after Main Access fully exercises its rights of first refusal and/or the Over-allotment Rights in this Section 2.2, to avoid constituting a Deemed Liquidation Event, Main Access is entitled to any or all of the following options so that in the event Main Access fully exercises its rights of first refusal and/or the Over-allotment Rights in this Section 2.2, Main Access will hold a maximum of 50% of the Equity Securities after exercising the following options: (a) Assigning its rights to all or part of its Pro Rata Shares and/or Shares under the Over-allotment Rights in Section 2.2(ii) in its sole discretion, to other shareholders and/or the Key Employees (as defined in Purchase Agreement) and/or the successor of the Key Employees; or
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Special Options. Any amounts paid by RESIDENT for special options shall not be refunded, nor shall the amount paid for the special options be considered as part of the Accommodation Fee for purposes of calculating any refund.
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Special Options. If the aggregate Equity Securities held by Main Access will represent over fifty percent (50%), on a fully-diluted basis, of the Company’s voting power after Main Access fully exercises its rights of first refusal and/or the Over-allotment Rights in this Section 2.2, to avoid constituting a Deemed Liquidation Event, Main Access is entitled to any or all of the following options so that in the event Main Access fully exercises its rights of first refusal and/or the Over-allotment Rights in this Section 2.2, Main Access will hold a maximum of 50% of the Equity Securities after exercising the following options: (a) Assigning its rights to all or part of its Pro Rata Shares and/or Shares under the Over-allotment Rights in Section 2.2(ii) in its sole discretion, to other shareholders and/or the Key Employees (as defined in Purchase Agreement) and/or the successor of the Key Employees; or (b) Requesting the Company to repurchase all or part of Pro Rata Shares and/or Shares under the Over-allotment Rights to which Main Access is entitled under Section 2.2(ii), provided that the Company has sufficient funds. Only if any of Main Access’s Pro Rata Shares and/or Shares under the Over-allotment Rights remains available after Main Access exercises its (a) and/or (b) options above, Preferred Shares Investors can exercise its Over-allotment Rights to purchase such Main Access’s Pro Rata Shares and/or Shares in Section 2.2(ii).
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Special Options. Effective as of the Commencement Date, and contingent upon the execution of this Agreement by the Executive, the Company shall grant the Executive options (the "SPECIAL OPTIONS") to purchase one million (1,000,000) shares of Common Stock. The Special Options shall, to the maximum extent possible, be granted under the Plan. The Special Options shall be governed by the terms and conditions of the Non-Qualified Stock Option Agreement of Nextera Enterprises, Inc. (Special Option), the form of which is attached hereto as Exhibit C (the "SPECIAL OPTION AGREEMENT"), and the Plan. The exercise price (the "EXERCISE PRICE") per share of Common Stock covered by the Special Options shall be equal to the Fair Market Value (as defined in the Plan) of a share of the Common Stock on the date of grant. The Special Options shall vest and become exercisable on the fifth anniversary of the Commencement Date; provided, however, that the Special Options shall vest and become exercisable in full for the balance of their original ten-year term on the third anniversary of the Commencement Date if (i) Executive is still employed by the Company on the third anniversary of the Commencement Date and (ii) either (x) the average of the closing prices or last sales prices of the Common Stock over the last 180 days of the third year following the Commencement Date is at least $10 per share (as appropriately adjusted for any stock splits, stock dividends, reclassifications, or similar events), or (y) the Company's net income after tax is equal to or greater than $12,000,000 (excluding one-time charges) during any period of twelve consecutive months during the three (3) year period commencing on the Commencement Date, subject to further acceleration of vesting and exercisability as described in the Special Option
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Special Options. The Special Options shall be fully vested at all times. The Special Options shall be exercisable solely during the 60 day period following the earlier of (x) the date, if any, that the Company delivers a Notice of Exercise to the Grantee and (y) the fifth anniversary of the Grant Date. The Company will deliver a Notice of Exercise to the Grantee (a) upon receipt by the Company of a valuation of the Common Stock of the Company provided by an independent valuation firm chosen by the Executive Committee which indicates that the fair market value per share of Common Stock is equal to or in excess of $100 per share and (b) concurrently with the offer
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Special Options. To the extent not exercised, all of the Special Options shall terminate and be canceled on the earliest of (x) the 61st day following the date, if any, a Notice of Exercise is delivered to the Grantee, (y) the applicable Normal Termination Date and (z) subject to the rights of the Company and the CD&R Fund to purchase the Special Options under Section 5(c) hereof, the date of any termination of the Grantee's employment with the Company and any Subsidiary that employs the Grantee.
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Related to Special 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

  • Other Options Other options, or variations to the above options may be agreed between the employer, the affected employee and the relevant union.

  • 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.

  • Interest Options Except as specifically otherwise provided, Borrowings shall bear interest at an annual rate equal to the lesser of (a) the Base Rate plus the Applicable Margin, or the Eurodollar Rate plus the Applicable Margin (in each case as designated or deemed designated by Borrower and, in the case of Eurodollar Borrowings, for the Interest Period designated by Borrower), and (b) the Maximum Rate. Each change in the Base Rate and Maximum Rate is effective, without notice to Borrower or any other Person, upon the effective date of change.

  • 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.

  • Stock Options With respect to the stock options (the “Stock Options”) granted pursuant to the stock-based compensation plans of the Company and its subsidiaries (the “Company Stock Plans”), (i) each Stock Option intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) so qualifies, (ii) each grant of a Stock Option was duly authorized no later than the date on which the grant of such Stock 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 stockholder 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 Stock Plans, the Exchange Act and all other applicable laws and regulatory rules or requirements and (iv) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company and disclosed in the Company’s filings with the Commission in accordance with the Exchange Act and all other applicable laws. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Stock Options prior to, or otherwise coordinating the grant of Stock Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or prospects.

  • Special Optional Redemption (a) Upon the occurrence of a Change of Control, the Corporation will have the option upon written notice mailed by the Corporation, postage pre-paid, no fewer than 30 nor more than 60 days prior to the redemption date and addressed to the holders of record of shares of the Series A Preferred Stock to be redeemed at their respective addresses as they appear on the stock transfer records of the Corporation, to redeem shares of the Series A Preferred Stock, in whole or in part within 120 days after the first date on which such Change of Control occurred, for cash at $25,000 per share plus accrued and unpaid dividends, if any, to, but not including, the redemption date (“Special Optional Redemption Right”). No failure to give such notice or any defect thereto or in the mailing thereof shall affect the validity of the proceedings for the redemption of any shares of Series A Preferred Stock except as to the holder to whom notice was defective or not given. If, prior to the Change of Control Conversion Date, the Corporation has provided or provides notice of redemption with respect to all of the Series A Preferred Stock (whether pursuant to the Redemption Right or the Special Optional Redemption Right), the holders of shares of Series A Preferred Stock will not have the conversion right described below in Section 9. Notwithstanding anything herein to the contrary, if the Series A Preferred Stock or any depositary shares representing interests in the Series A Preferred Stock are issued in book-entry form through DTC or any other similar facility, notice of redemption may be given to the holders of Series A Preferred Stock at such time and in any manner permitted by such facility. (b) In addition to any information required by law or by the applicable rules of any exchange upon which the Series A Preferred Stock may be listed or admitted to trading, such notice shall state: (i) the redemption date; (ii) the redemption price; (iii) the number of shares of Series A Preferred Stock to be redeemed; (iv) the place or places where the certificates, if any, representing shares of Series A Preferred Stock are to be surrendered for payment of the redemption price; (v) procedures for surrendering noncertificated shares of Series A Preferred Stock for payment of the redemption price; (vi) that dividends on the shares of Series A Preferred Stock to be redeemed will cease to accrue on the redemption date; (vii) that payment of the redemption price and any accrued and unpaid dividends will be made upon presentation and surrender of such Series A Preferred Stock; (viii) that the shares of Series A Preferred Stock are being redeemed pursuant to the Special Optional Redemption Right in connection with the occurrence of a Change of Control and a brief description of the transaction or transactions constituting such Change of Control; and (ix) that holders of the shares of Series A Preferred Stock to which the notice relates will not be able to tender such shares of Series A Preferred Stock for conversion in connection with the Change of Control and each share of Series A Preferred Stock tendered for conversion that is selected, prior to the Change of Control Conversion Date, for redemption will be redeemed on the related redemption date instead of converted on the Change of Control Conversion Date. If fewer than all of the shares of Series A Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of shares of Series A Preferred Stock held by such holder to be redeemed. If fewer than all of the outstanding shares of Series A Preferred Stock are to be redeemed pursuant to the Special Optional Redemption Right, the shares of Series A Preferred Stock to be redeemed shall be selected pro rata (as nearly as practicable without creating fractional shares) or by lot. (c) If the Corporation has given a notice of redemption pursuant to the Special Optional Redemption Right and has set aside sufficient funds for the redemption in trust for the benefit of the holders of the Series A Preferred Stock called for redemption, then from and after the redemption date, those shares of Series A Preferred Stock will be treated as no longer being outstanding, no further dividends will accrue and all other rights of the holders of those shares of Series A Preferred Stock will terminate. The holders of those shares of Series A Preferred Stock will retain their right to receive the redemption price for their shares and any accrued and unpaid dividends to, but not including, the redemption date, without interest. So long as full cumulative dividends on the Series A Preferred Stock for all past Dividend Periods shall have been or contemporaneously are (i) declared and paid in cash, or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for payment, nothing herein shall prevent or restrict the Corporation’s right or ability to purchase, from time to time, either at a public or a private sale, all or any part of the Series A Preferred Stock at such price or prices as the Corporation may determine, subject to the provisions of applicable law, including the repurchase of shares of Series A Preferred Stock in open-market transactions duly authorized by the Board. (d) The holders of Series A Preferred Stock at the close of business on a Dividend Record Date will be entitled to receive the dividend payable with respect to the Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the redemption of the Series A Preferred Stock pursuant to the Special Optional Redemption Right between such Dividend Record Date and the corresponding Dividend Payment Date or the Corporation’s default in the payment of the dividend due. Except as provided herein, the Corporation shall make no payment or allowance for unpaid dividends, whether or not in arrears, on Series A Preferred Stock for which a notice of redemption pursuant to the Special Optional Redemption Right has been given. (e) All shares of the Series A Preferred Stock redeemed or repurchased pursuant to this Section 7, or otherwise acquired in any other manner by the Corporation, shall be retired and shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series or class and may thereafter be reissued as shares of any series of preferred stock.

  • Renewal Options a. Tenant shall have the right and option to renew the Lease (“Renewal Option”) for two (2) successive renewal periods of five (5) years each (each, an “Option Term”); provided, however, the Renewal Option is contingent upon the following: (i) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention to exercise the Renewal Option or at the expiration of the current Term; (ii) no event has occurred that upon notice or the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty (180) days prior to the expiration of the current Term. If Tenant fails to give notice to Landlord prior to the 180-day period, then Tenant shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations shall be governed by the terms and conditions of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Murfreesboro, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Term.

  • Coverage Options Eligible employees may select coverage under any one of the dental plans offered by the Employer, including health maintenance organization plans, the State Dental Plan, or other dental plans. Coverage offered through health maintenance organization plans is subject to change during the life of this Agreement upon action of the health maintenance organization and approval of the Employer after consultation with the Joint Labor/Management Committee on Health Plans. However, actuarial reductions in the level of HMO coverages effective during the term of this Agreement, including increases in copayments, require approval of the Joint Labor/Management Committee on Health Plans. Coverage offered through the State Dental Plan is determined by Section 7A2.

  • 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.

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