Stock Options and Other Stock Plans Sample Clauses

Stock Options and Other Stock Plans. (a) As soon as practicable following the date of this Agreement, Parent and the Company (or, if appropriate, the Board of Directors of the Company or any committee of the Board of Directors of the Company administering Company's Stock Option Plan, Directors' Stock Option Plan and Consultant's Plan (collectively, the "Company Option Plans")) shall take such action as may be required or desirable (including the obtaining of all applicable consents) to effect the following provisions of this Section 2.2(a). As of the Effective Time (or, in the case of any person subject to Section 16 of the Exchange Act (as hereinafter defined) as of the later of the Effective Time and the first day after which such person would have no liability under Section 16(b)) each option to purchase Shares pursuant to the Company Stock Plans (a "Company Stock Option") which is then outstanding shall be converted into an option (or a new substitute option shall be granted) (an "Assumed Stock Option") to purchase the number of shares of Parent Common Stock (rounded up to the nearest whole share) equal to (x) the number of Shares subject to such option multiplied by (y) the Exchange Ratio, at an exercise price per share of Parent Common Stock (rounded down to the nearest xxxxx) equal to (A) the former exercise price per share of Company Common Stock under such option immediately prior to the Effective Time divided by (B) the Exchange Ratio; provided, however, that in the case of any Company Stock Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, the conversion formula shall be adjusted, if necessary, to comply with Section 424(a) of the Code. Except as provided above, the Assumed Stock Option shall be subject to the same terms and conditions (including expiration date, exercise, acceleration and vesting provisions) as were applicable to the converted Company Stock Option immediately prior to the Effective Time; provided, that the Parent Board (as hereinafter defined) or a committee thereof shall succeed to the authority and responsibility of the Company Board (as hereinafter defined) or any committee thereof. Parent shall use its reasonable best efforts to cause the grant of the Assumed Stock Options to be exempt acquisitions for purposes of Section 16 of the Exchange Act.
Sample 1Sample 2See All (9)
AutoNDA by SimpleDocs
Stock Options and Other Stock Plans. (a) Effective at the Effective Time, each option to purchase shares of Company Common Stock (collectively, the "Company Stock Options") granted to employees or directors of, or consultants or advisors to, the Company or any Subsidiary thereof pursuant to the terms of the 1999 Equity Incentive Plan, the 2000 Nonstatutory Equity Incentive Plan and the 2000 Equity Incentive Plan of Pharsalia Technologies, Inc. (collectively, the "Company Stock Option Plans") or granted to employees pursuant to a separate stock option agreement listed on Section 3.07 of the Company Disclosure Schedule (collectively, the "Other Company Option Agreements" and, together with the Company Stock Option Plans, the "Company Stock Option Arrangements") that is outstanding immediately prior to the Effective Time shall be assumed by Nortel Networks and deemed to constitute an option to acquire, on the same terms and conditions (including such terms relating to the vesting and exercisability of the Company Stock Options and terms relating to adjustments for any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction following such assumption) as were applicable under such Company Stock Option immediately prior to the Effective Time, the number of Nortel Networks Common Shares (rounded down to the greatest number of whole Nortel Networks Common Shares) that is equal to the product of (i) the number of shares of Company Common Stock covered by such Company Stock Option immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, at an option exercise price per share of Nortel Networks Common Shares (rounded up to the nearest whole cent) equal to the quotient of (iii) the option exercise price per share of Company Common Stock covered by such Company Stock Option immediately prior to the Effective Time divided by (iv) the Exchange Ratio. The date of grant of each such Company Stock Option shall be the date on which such Company Stock Option was originally granted. As soon as reasonably practicable following the Effective Date, Nortel Networks shall cause to be delivered to each holder of a Company Stock Option that has been assumed by Nortel Networks pursuant to this Section 3.07 a notice (x) stating that such Company Stock Option has been converted into an option to purchase Nortel Networks Common Shares, (y) stating that such Company Stock Option has been assumed by Nortel Networks and shall continue i...
Sample 1See All (4)
Stock Options and Other Stock Plans. (a) At the Effective Time, all issued and outstanding stock options issued by the Company under the Employee Stock Option Plan or otherwise held by an employee of the Company shall be converted into options to purchase such number of shares of Parent Common Stock as are equal to the respective numbers of shares of Company Common Stock issuable thereon multiplied by the Exchange Ratio, at an option price determined by dividing the respective option prices at which shares of Company Common Stock may be purchased upon exercise thereof by the Exchange Ratio, and upon such other terms and conditions as are contained in such options. Parent agrees to register the shares of Parent Common Stock issuable upon exercise of such options under the Securities Act of 1933, as amended (the "Securities Act"), as promptly as practicable after the Closing Date. As promptly as reasonably practicable after the Closing Date, Parent shall issue to each holder of such outstanding options a document evidencing the foregoing assumption by Parent.
Sample 1Sample 2
Stock Options and Other Stock Plans. (a) During the period from the date of this Agreement to the Effective Time, MCI may grant to certain of its employees, pursuant to the MCI 1989 Stock Option Plan, Senior Retention ISUs, 1997 ISUs and 1997 Options (as each such term is defined in Annex A hereto) substantially on the terms and conditions described in Annexes A and B hereto. MCI and BT will discuss any equity-related award to be issued by MCI during the period from the date of this Agreement to the Effective Time that affects employees at the level of vice president and above and is significant in the context of such employee's compensation.
Sample 1Sample 2
Stock Options and Other Stock Plans. Employee Benefits Matters.27 5.8
Sample 1Sample 2
Stock Options and Other Stock Plans. (a) As soon as practicable following the date of this Agreement, Parent and the Company (or, if appropriate, the Board of Directors of the Company or any committee of the Board of Directors of the Company administering the Company's 2000 Stock Option/Stock Issuance Plan (the "2000 PLAN") , the Company's 1995 Stock Option/Stock Issuance Plan (the "1995 PLAN") , the Chrysalis Symbolic Design, Inc. 1993 Stock Option Plan, the Xynetix Design Systems 1993 Employee and Consultant Stock Option Plan, the Xynetix Design Systems 1993 Employee and Consultant Stock Option Plan (United Kingdom Version), the InterHDL, Inc. 1993 Stock Option Plan, the InterHDL, Inc. 1996 Stock Plan, the Aceo Technology, Inc. 1996 Stock Option Plan, the Technology Modeling Associates, Inc. 1989 Stock Option Plan, the Technology Modeling Associates, Inc. 1995 Stock Option Plan, the Technology Modeling Associates, Inc. 1996 Equity Incentive Plan, the Frontline Design Automation, Inc. 1996 Equity Incentive Plan, the Meta-Software, Inc. 1995 Equity Incentive Plan, the Meta-Software, Inc. 1992 Stock Option/Appreciation Plan, the Meta-Software, Inc. 1995 Directors' Stock Option Plan, the Ads Software, Inc. 1994 Stock Option Plan, the Xxxxxx Electronic Design Automation 1993 Employee and Consultant Stock Option Plan, the Integrated Silicon Systems, Inc. Incentive Stock Option Plan, the Arcsys, Inc. 1993 Stock Option/Stock Issuance Plan and the Anagram, Inc. 1993 Stock Incentive Plan (collectively, the "COMPANY OPTION PLANS")) shall take such action as may be required or desirable (including obtaining all applicable consents) to effect the following provisions of this Section 2.2(a). Except as may otherwise be provided in any agreement on terms specified in Section 2.2(a) of the Company Disclosure Schedule, effective as of the Effective Time (i) each then outstanding option to purchase Shares (each a "COMPANY STOCK OPTION") granted pursuant to the Company Stock Plans or otherwise granted by the Company to any current or former employee or director of, or consultant to, the Company or any of its subsidiaries (each, an "OPTION HOLDER") shall be assumed by Parent and shall be converted into an option (an "ASSUMED STOCK OPTION") to purchase a number of shares of Parent Common Stock (rounded down to the nearest whole share) equal to (x) the number of Shares subject to such Company Stock Option immediately prior to the Effective Time multiplied by (y) the Exchange Ratio and (ii) the per share exercise ...
Sample 1
Stock Options and Other Stock Plans. (a) Unless exercised or cancelled prior to the Effective Time, outstanding options to purchase shares of CCI Common Stock (the "Options") issued and outstanding under the CCI Stock Option Plans shall remain outstanding immediately following the Effective Time and such Options shall be subject to adjustment pursuant to the terms of the CCI Stock Option Plans. Anything to the contrary set forth herein notwithstanding, prior to the Effective Time, CCI may enter into agreements in respect of Options pursuant to the CCI Stock Option Plans, providing for the payment upon surrender of the Option at the Effective Time of an amount of cash per share subject to each such Option equal to the difference between the exercise price of such Option and the Cash Election Price, less an amount equal to all taxes required to be withheld from such payment (the "Option Value"). CCI may accelerate the vesting of any outstanding Options in accordance with the terms thereof.
Sample 1
AutoNDA by SimpleDocs
Stock Options and Other Stock Plans 
Sample 1Sample 2

Related to Stock Options and Other Stock Plans

  • Restricted Stock and Stock Options Employer shall cause the Compensation Committee of the Board of Directors of Employer to review whether Employee should be granted shares of restricted stock and/or options to purchase shares of common stock of CBSI. Such review may be conducted pursuant to the terms of the Community Bank System, Inc. 2014 Long-Term Incentive Plan, a successor plan, or independently, as the Compensation Committee shall determine. Reviews shall be conducted no less frequently than annually.

  • Stock and Stock Options Subject to vesting, as set forth on Exhibit B, the Company will issue to Director stock and options as set forth and described on Exhibit B. Company shall issue said stock and options within sixty (60) days from the execution of this Agreement by both parties.

  • Stock Options (a) Subsequent to the effectiveness of the Form 10, but prior to the consummation of the Distribution, and subject to the consummation of the Distribution, each option to purchase ALTISOURCE Common Stock (“ALTISOURCE Stock Options”) granted and outstanding under the 2009 Equity Incentive Plan of ALTISOURCE (“ALTISOURCE Option Plan”) shall remain granted and outstanding and shall not, and ALTISOURCE shall cause (to the maximum extent permitted under the ALTISOURCE Option Plan) the ALTISOURCE Stock Options not to, terminate, accelerate or otherwise vest as a result of the Distribution, and each holder thereof immediately prior to the Distribution will be entitled to the following, determined in a manner in accordance with, and subject to, the ALTISOURCE Option Plan, FAS123R and Section 409A of the Internal Revenue Code: (i) an option to acquire a number of shares of Residential Class B Common Stock equal to the product of (x) the number of shares of ALTISOURCE Common Stock subject to the ALTISOURCE Stock Option held by such holder on the Distribution Date and (y) the distribution ratio of one (1) share of Residential Class B Common Stock for every three (3) shares of ALTISOURCE Common Stock (the “Residential Stock Options”), with an exercise price to be determined in a manner consistent with this Section 3.04 and (ii) the adjustment of the exercise price of such holder’s ALTISOURCE Stock Option, to be determined in a manner consistent with this Section 3.04 (the “Adjusted ALTISOURCE Stock Options”) (the Residential Stock Options and the Adjusted ALTISOURCE Stock Options, together, the “Post-Distribution Stock Options”).

  • Stock Options and Restricted Stock Units The Executive acknowledges that as of the Resignation Date, the Executive was vested in Stock Options and Restricted Stock Units (“RSUs”) as reflected in the report attached as Exhibit A hereto. Except as specifically set forth herein, the Executive’s rights with respect to Stock Options and RSUs issued to him/her are governed by the Stock Option and Restricted Stock Unit Agreements entered into between the Executive and the Company, and the applicable Company equity incentive plan(s) and Notice(s) of Grant.

  • Stock Appreciation Rights The Grantee or other person entitled to exercise this Option is further hereby granted the right ("Stock Appreciation Right") in lieu of exercising this Option or any portion thereof to receive an amount equal to the lesser of (a) the excess of the Fair Market Value of the stock subject to this Option or such portion thereof over the aggregate exercise price for such shares hereunder as of the date the Stock Appreciation Right is exercised. The amount payable upon exercise of such Stock Appreciation Right may be settled by payment in cash or in shares of the class then subject to this Option valued on the basis of their Fair Market Value on the date Stock Appreciation Right is exercised, or in a combination of cash and such shares so valued. No Stock Appreciation Right may be exercised, in whole or in part, (i) other than in connection with the contemporaneous surrender without exercise of this Option or the portion thereof that corresponds to the portion of the Stock Appreciation Right being exercised, or (ii) except to the extent that this Option or such portion thereof is exercisable on the date of exercise of the Stock Appreciation Right by the Person exercising the Stock Appreciation Right, or (iii) unless the class of stock then subject to this Option is then Publicly Traded.

  • Stock Options and Restricted Stock In the event that (a) USPI elects to terminate this Agreement pursuant to Section 5, (b) there is a “Change of Control Event” (as defined below) or (c) USPI terminates Employee without the notice required under Section 5 or without Cause under Section 7, then in each such event, all USPI stock options held by Employee and all restricted stock awards made to him/her by USPI (including issued subject to forfeiture) shall thereupon automatically be amended so as to (i) cause to vest, immediately prior to the date of such Change in Control Event or such termination of employment, all then unvested stock options and restricted stock awards, and (ii) provide Employee 90 days to exercise such options (or such greater period as may be provided by the terms of such options). For purposes of the foregoing, the term “Change of Control Event” shall mean (A) a consolidation or merger of USPI with or into any other corporation (other than a merger which will result in the voting capital stock of USPI outstanding immediately before the effective date of such consolidation or merger being converted into more than 50% of the voting capital stock of the surviving entity outstanding immediately after such consolidation or merger), (B) a sale of all or substantially all of the properties and assets of the Company as an entirety in a single transaction or in a series or related transactions to any other “person” or (C) the acquisition of “beneficial ownership” by any “person” or “group” of voting stock of the Company representing more than 50% of the voting power of all outstanding shares of such voting stock, whether by way of merger of consolidation or otherwise. As used herein, (x) the terms “person” and “group” shall have the meanings set forth in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether or not applicable, (y) the term “beneficial owner” shall have the meaning set forth in Rules 13d-3 and 13d-5 under the Exchange Act, whether or not applicable, except that a person shall be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time or upon the occurrence of certain events, and (z) any “person” or “group” will be deemed to beneficially own any voting stock so long as such person or group beneficially owns, directly or indirectly, in the aggregate a majority of the voting stock of a registered holder of such voting stock.

  • Company Stock Options At the Effective Time, each Company Stock --------------------- Option shall be deemed to have been assumed by Evergreen, without further action by Evergreen, and shall thereafter be deemed an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, that number of shares of Surviving Corporation Common Stock that would have been received in respect of such Company Stock Option if it had been exercised immediately prior to the Effective Time (such Company Stock Options assumed by Evergreen, the "Assumed Chancellor Stock Options"); provided, however, that, for -------- ------- each optionholder, (i) the aggregate fair market value of Surviving Corporation Common Stock subject to Assumed Chancellor Stock Options immediately after the Effective Time shall not exceed the aggregate exercise price thereof by more than the excess of the aggregate fair market value of Company Common Stock subject to Company Stock Options immediately before the Effective Time over the aggregate exercise price thereof and (ii) on a share-by-share comparison, the ratio of the exercise price of the Assumed Chancellor Stock Option to the fair market value of the Surviving Corporation Common Stock immediately after the Effective Time is no more favorable to the optionholder than the ratio of the exercise price of the Company Stock Option to the fair market value of the Company Common Stock immediately before the Effective Time; and provided, -------- further, that no fractional shares shall be issued on the exercise of such ------- Assumed Chancellor Stock Option and, in lieu thereof, the holder of such Assumed Chancellor Stock Option shall only be entitled to a cash payment in the amount of such fraction multiplied by the closing price per share of Surviving Corporation Common Stock on the Nasdaq National Market on the business day immediately prior to the date of such exercise.

  • 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.

  • Option Awards The Company represents and warrants to the Executive that all shares issued pursuant to any equity award granted to the Executive by the Company, upon issuance to the Executive, will be duly authorized, fully paid and non-assessable. A sufficient number of shares for each such equity award will be properly reserved.

  • Stock Option Awards During the Term, the Executive shall be eligible for awards of options to purchase shares of the Company’s common stock (the “Stock Options”), such Stock Options to be awarded in the sole discretion of the Compensation Committee and in accordance with the terms of the Company’s Stock Option Plan, as such Stock Option Plan may be amended, suspended or terminated from time to time.

Time is Money Join Law Insider Premium to draft better contracts faster.