Stock Options and Other Rights Sample Clauses

Stock Options and Other Rights. Exhibit A hereto sets forth any and all outstanding stock options, stock appreciation rights, restricted stock units, restricted stock awards, warrants and other rights to purchase capital stock or other securities of Ixia (including but not limited to stock purchase agreements, but excluding rights under the ESPP) which have been previously issued to Former Employee and which are outstanding as of the date hereof. Except as expressly provided in the Severance Plan, nothing in this Agreement shall alter or affect any of such outstanding stock options, stock appreciation rights, restricted stock units, restricted stock awards, warrants or rights, Former Employee’s rights or responsibilities with respect thereto, including but not limited to Former Employee’s rights to exercise any of his options, stock appreciation rights, warrants or rights following the Termination Date, or Ixia’s rights with respect thereto.
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Stock Options and Other Rights. (a) At the Effective Time, each outstanding option to purchase shares of Xxxxxx Common Stock (a "Xxxxxx Stock Option") issued pursuant to the Xxxxxx Stock Option Plan (1989), the Xxxxxx 1991 Stock Incentive Plan and the 1994 Xxxxxx Stock Option and Purchase Plan for Non-Employee Directors (together, the "Xxxxxx Stock Option Plans") shall be assumed by Recoton with each such option becoming fully exercisable upon the Merger to the extent so required by the applicable plan. Except for any such acceleration of the exercisability of the Xxxxxx Stock Options as provided in the preceding sentence, each Xxxxxx Stock Option shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Xxxxxx Stock Option, the same number of shares of Recoton Common Stock as the holder of the Xxxxxx Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time and received in the Merger such number of shares of Recoton Common Stock equal to the number of shares of Xxxxxx Common Stock represented by such Xxxxxx Stock Option multiplied by the Exchange Ratio, at a price per share equal to (y) the aggregate exercise price for the shares of Xxxxxx Common Stock otherwise purchasable pursuant to such Xxxxxx Stock Option divided by (z) the number of full shares of Recoton Common Stock deemed purchasable pursuant to such Xxxxxx Stock Option. (b) As soon as practicable after the Effective Time, Recoton shall deliver to the holders of Xxxxxx Stock Options appropriate notices setting forth such holders' rights pursuant to the Xxxxxx Stock Option Plans and the agreements evidencing the grants of such Xxxxxx Stock Options shall continue in effect on the same terms and conditions (subject to the adjustment required by this Section 3.4 after giving effect to the Merger and the assumption by Recoton as set forth above and until otherwise determined). Recoton shall comply with the terms of the Xxxxxx Stock Option Plans with respect to the Xxxxxx Stock Options. (c) Pursuant to Section 3.2 of the 1994 Stock Option and Purchase Plan For Non-Employee Directors (the "Xxxxxx Directors Plan"), certain directors of Xxxxxx ("Deferred Holders") have elected to defer the receipt of shares of Xxxxxx Common Stock ("Deferred Shares") owed to them in lieu of directors' fees pursuant to the Xxxxxx Directors Plan. Immediately prior to the Effective Time, Xxxxxx shall te...
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Stock Options and Other Rights. 5.1 Exhibit A hereto sets forth any and all outstanding stock options, stock appreciation rights, restricted stock units, restricted stock awards, warrants and other rights to purchase capital stock or other securities of Ixia (including but not limited to stock purchase agreements, but excluding rights under the ESPP) which have been previously issued to Former Employee and which are outstanding as of the date hereof. Except for any acceleration of vesting and extension of the exercise period as expressly provided in the Severance Plan, nothing in this Agreement shall alter or affect any of such outstanding stock options, stock appreciation rights, restricted stock units, restricted stock awards, warrants or rights, Former Employee’s rights or responsibilities with respect thereto, including but not limited to Former Employee’s rights to exercise any of his or her options, stock appreciation rights, warrants or rights following the Termination Date, or Ixia’s rights with respect thereto.
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Stock Options and Other Rights. Nothing in this Agreement shall alter or affect any of Employee’s outstanding stock options or any other equity rights or Employee’s rights or responsibilities with respect thereto, including, but not limited to, Employee’s rights to exercise, following the Termination Date, any of her options vested as of the Termination Date. Such rights and responsibilities shall be governed by the terms and conditions of Employer’s applicable equity plan(s) and any applicable award agreement(s). Solely for purposes of exercising her rights under the applicable equity plan(s) and/or award agreements, Employee’s resignation shall be deemed an “Involuntary Termination,” thereby satisfying the Company’s standard executive “double-trigger” change of control acceleration provisions and accelerating 100% of Employee’s unvested/unreleased shares/options and other equity grants in accordance with the terms of Employee’s offer letter, dated May 8, 2014.
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Stock Options and Other Rights. At the Effective Time, each outstanding option, warrant, convertible security or other right to purchase shares of Company Common Stock or other equity securities of the Company, if any, (a "Company Stock Option") shall be canceled and extinguished without payment of any consideration.
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Stock Options and Other Rights. Exhibit A hereto sets forth any and all outstanding stock options, restricted stock units and other rights to purchase capital stock or other securities of Ixia (including but not limited to stock purchase agreements, but excluding rights under Ixia’s Employee Stock Purchase Plan) which have been previously issued to Former Employee and which are outstanding as of the date hereof. Nothing in this Agreement shall alter or affect any of such outstanding stock options, restricted stock units or other rights, Former Employee’s rights or responsibilities with respect thereto, including but not limited to Former Employee’s rights to exercise any of his options or rights following the Separation from Service Date, or Ixia’s rights with respect thereto.
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Stock Options and Other Rights 
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Related to Stock Options and Other Rights

  • Adjustments and Other Rights The Exercise Price and the number of Shares issuable upon exercise of this Warrant shall be subject to adjustment from time to time as follows; provided, that if more than one subsection of this Section 13 is applicable to a single event, the subsection shall be applied that produces the largest adjustment and no single event shall cause an adjustment under more than one subsection of this Section 13 so as to result in duplication:

  • Voting and Other Rights (a) Only those Record Holders of Voting Shares on the Record Date set pursuant to Section 7.3 shall be entitled to notice of, and to vote at, a meeting of Members or to act with respect to matters as to which the holders of the Voting Shares have the right to vote or to act. All references in this Agreement to votes of, or other acts that may be taken by, the Voting Shares shall be deemed to be references to the votes or acts of the Record Holders of such Voting Shares on such Record Date. (b) With respect to Voting Shares that are held for a Person’s account by another Person (such as a broker, dealer, bank, trust company or clearing corporation, or an agent of any of the foregoing), in whose name such Voting Shares are registered, such other Person shall, in exercising the voting rights in respect of such Voting Shares on any matter, and unless the arrangement between such Persons provides otherwise, vote such Voting Shares in favor of, and at the direction of, the Person who is the Beneficial Owner, and the Company shall be entitled to assume it is so acting without further inquiry. (c) No Members shall have any cumulative voting rights.

  • Dividend, Voting and Other Rights Except as otherwise provided in this Agreement, the Grantee will have all of the rights of a shareholder with respect to the Shares, including the right to vote the Shares and receive any dividends that may be paid thereon; provided, however, that any additional Shares or other securities that the Grantee may become entitled to receive pursuant to a stock dividend, stock split, combination of shares, recapitalization, merger, consolidation, separation or reorganization or any other change in the capital structure of the Company will be subject to the same restrictions as the Shares.

  • Code and Other Remedies If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Lenders, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Administrative Agent may elect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

  • Capitalization and Other Share Capital Matters The authorized, issued, and outstanding shares of the Company is as set forth in each of the Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The shares of Common Stock conform, and, when issued and delivered as provided in this Agreement, the Offered Securities will conform, in all material respects to the description thereof contained in each of the Disclosure Package and Prospectus. All the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with applicable laws. None of the outstanding shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any shares of the Company other than those described in the Disclosure Package and the Prospectus. The description of the Company’s stock option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options, and rights. No further approval from Nasdaq or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities. Except as set forth in the Registration Statement, the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s shares of Common Stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

  • Transfer and Other Restrictions (a) Prior to the termination of this Agreement, Stockholder agrees not to, directly or indirectly: (i) offer for sale, Transfer or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, Transfer or other disposition of any or all of the Subject Securities or any interest therein except as provided in Section 1.2 hereof; (ii) grant any proxy, power of attorney, deposit any of the Subject Securities into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Securities except as provided in this Agreement; or (iii) take any other action that would make any representation or warranty of Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Stockholder from performing its obligations under this Agreement. (b) To the extent Stockholder is, as of the date hereof, party to a contract or agreement that requires Stockholder to Transfer Subject Securities to another person or entity (excluding a contract or agreement pledging Subject Securities to Parent), Stockholder will not effect any such Transfer unless and until the transferee agrees to be bound by and executes an agreement in the form of this Agreement with respect to the Subject Securities to be Transferred. Nothing herein shall prohibit Stockholder from exercising (in accordance with the terms of the option or warrant, as applicable) any option or warrant Stockholder may hold; provided that the securities acquired upon such exercise shall be deemed Subject Securities and Shares hereunder. (c) Until July 24, 2000, Stockholder will not, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Parent Common Stock or any securities convertible into or exchangeable or exercisable for Parent Common Stock, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Parent Common Stock, whether any such swap or transaction is to be settled by delivery of Parent Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transactions relating to Parent Common Stock acquired by Stockholder in open market transactions, (b) the transfer, if the undersigned is an individual, to a member or members of his or her immediate family or to a trust, the beneficiaries of which are exclusively the undersigned and/or a member or members of his or her immediate family, either during his or her lifetime or on death by will or intestacy, provided that the transferee or transferees thereof agree in writing to be bound by the provisions of this Agreement, or (c) the transfer, if the undersigned is a partnership, corporation or trust, to partners (or retired partners who retire after the date hereof), shareholders, or beneficiaries, as the case may be, of the undersigned as a distribution, provided that the distributees thereof agree in writing to be bound by the provisions of this Agreement. For the purposes of this paragraph, "immediate family" shall mean spouse, lineal descendant, father, mother, brother or sister of the transferor.

  • Stamp and other duties The Borrowers shall pay all stamp, documentary, registration or other like duties or taxes (including any duties or taxes payable by any of the Creditors) imposed on or in connection with any of the Underlying Documents, the Security Documents or the Loan and shall indemnify the Creditors or any of them against any liability arising by reason of any delay or omission by the Borrowers to pay such duties or taxes.

  • DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

  • Termination and Other Remedies a. If Registered User breaches the provisions in this Agreement or otherwise uses data or information improperly as deemed by Clerk, the Clerk has the right to terminate this Agreement immediately and pursue any other remedy available at law or in equity. b. This Agreement will be terminated immediately if funding is withdrawn for any reason. Registered User acknowledges that the Clerk has no control over appropriations that may be provided by any governmental entity for the continuation of the services under this Agreement.

  • Sections and Other Headings The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

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