Stock Options and Related Matters Sample Clauses

Stock Options and Related Matters. Prior to the expiration of twenty business days after the date hereof, Company shall deliver to Buyer a list setting forth each stock option issued by the Company outstanding on the date hereof, whether or not fully exercisable (collectively, “Stock Options” and individually, a “Stock Option”), to purchase Company Shares heretofore granted under the Company’s Stock Option plans, in each case as amended and in effect as of the date of this Agreement (collectively, the “Option Plans”). At and as of the Effective Time, Company Shares shall no longer be deliverable upon exercise of the Stock Options, and in lieu of Company Shares, such Stock Options shall be exercisable for a number of Buyer Shares equal to the number of Stock Options outstanding multiplied by the Conversion Ratio, on substantially the same terms and conditions (including, without limitation, dates of vesting and expiration dates). The exercise price for each Stock Option shall be the exercise price as described in the stock option agreement underlying such Stock Option. The terms and conditions of each Stock Option shall be modified to conform to the terms of the MBSL Group, Inc. 2004 Equity Incentive Plan. Effective as of the Effective Time, Buyer shall assume all obligations of Company with respect to such Stock Options, as so modified. Promptly following the Effective Time, Buyer shall issue certificates representing such Stock Options, as so modified, in exchange for cancelled Company Stock Options. No Stock Option shall be deemed to be outstanding or to have any rights other than those set forth above in this Section 2.6 after the Effective Time. As an accommodation to Buyer and without creating any implication that such consent is required for such adjustment to be effective, Company shall use its best efforts to obtain the written acknowledgement of each holder of a Stock Option that the adjustment of such holder of Stock Option pursuant to this section satisfies in full any obligation the Company may have to such holder with respect to such Stock Option. After the date hereof, Company shall not grant any additional Stock Options under any Option Plans or otherwise.
Sample 1
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Stock Options and Related Matters. As of the Effective Time, all rights with respect to Enviroq Stock, IAM Stock or CRC Stock issuable pursuant to the exercise of stock options granted by Enviroq, IAM or CRC under stock option plans of Enviroq, IAM or CRC, respectively, and held by each participant thereunder, whether or not such options are then exercisable, shall be terminated and canceled for no payment. Such holder of any options so surrendered shall execute an appropriate instrument of cancellation pursuant to which the rights held by such holder shall be canceled and terminated and the options held by such holder shall be canceled and terminated and shall be of no further force or effect. It is anticipated that as soon as practicable after the Effective Time, NewCo will adopt an Incentive Stock Option Plan and a Non-Employee Directors' Stock Option Plan, substantially in the form attached as EXHIBIT A and EXHIBIT B, respectively.
Sample 1
Stock Options and Related Matters. On the Closing Date, immediately prior to the Effective Time, Holdings shall notify Parent of the amount of, and Parent shall pay to Holdings, the Option Settlement Amount (as defined below) and immediately thereafter each holder of a then outstanding option (an "Option") to purchase Common Shares granted under the 1996 Stock Purchase and Option Plan of Holdings (the "Option Plan") will be entitled (whether such Option is immediately exercisable or not) to receive in settlement thereof a cash payment from Holdings in an amount equal to the excess of the Common Share Consideration (as determined pursuant to Section 1.1(b)) over the exercise price of $5.00 per Share for each such Option, multiplied by the number of Common Shares covered by such Option (the "Option Settlement Amount"), net of any applicable withholding Taxes (as defined below). Holdings, acting through its Board of Directors or a duly authorized committee thereof, shall take all required action under each Option and the Option Plan so that, at the Effective Time, any Options with respect to which the holder thereof has not consented to cancellation in exchange for the receipt of the Option Settlement Amount will be converted into, and thereafter represent only the right to receive, the Option Settlement Amount. All such Options shall be cancelled upon the payment of such cash in settlement thereof. Immediately following the Effective Time, the Option Plan will be terminated and no further stock awards, stock options or stock appreciation rights will be granted thereunder subsequent to the Effective Time.
Sample 1
Stock Options and Related Matters. On the Closing Date, immediately prior to the Effective Time, Holdings shall notify Parent of the amount of, and Parent shall pay to Holdings,
Sample 1
Stock Options and Related Matters. Except as NALC and any holder of an option to purchase NALC Stock may otherwise agree with the consent in writing of Stanfield, each holxxx xx xxch an option that was granted by NALC prior to the date hereof will continue to be entitled at and immediately after the Effective Date to acquire Stanfield stock in xxxxxxxxce with the terms and conditions of such holder's option, subject to the conversion ratios set forth in Section 5(a).
Sample 1
Stock Options and Related Matters. At the Effective Time, each --------------------------------- employee stock option, stock bonus or stock award plan of the Company which provides for the issuance of the Company's Common Stock shall be terminated without any consideration being payable and no further stock awards, stock options or stock appreciation rights shall be granted thereunder.
Sample 1

Related to Stock Options and Related Matters

  • Compensation and Related Matters During the Term of the Executive’s employment, as compensation and consideration for the performance by the Executive of the Executive’s duties, responsibilities and covenants pursuant to this Agreement, the Company shall pay the Executive and the Executive agrees to accept in full payment for such performance the amounts and benefits set forth below.

  • Definitions and Related Matters SECTION 1.1

  • Capitalization and Related Matters (a) As of the date hereof, the authorized capital stock of the Company consists of 1,600,000,000 shares of Company Common Stock and 200,000,000 shares of Company Preferred Stock. As of the date hereof:

  • Employee and Related Matters (a) Following the Effective Time, MB shall maintain or cause to be maintained employee benefit plans for the benefit of employees (as a group) who are employees of TCG and its Subsidiaries on the Closing Date ("Covered Employees") that provide employee benefits which, in the aggregate, are substantially comparable (and equivalent) to the employee benefits that are made available on a uniform and non-discriminatory basis to similarly situated employees of MB or its Subsidiaries (other than TCG and its Subsidiaries), as applicable; provided that (i) in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of MB or its Subsidiaries; and (ii) until such time as MB shall cause Covered Employees to participate in the benefit plans that are made available to similarly situated employees of MB or its Subsidiaries (other than TCG and its Subsidiaries), a Covered Employee's continued participation in employee benefit plans of TCG or its Subsidiaries shall be deemed to satisfy the foregoing provisions of this sentence (it being understood that participation in the MB Benefit Plans may commence at different times with respect to each MB Benefit Plan). To the extent that a Covered Employee becomes eligible to participate in a MB Benefit Plan, MB shall cause such MB Benefit Plan to recognize years of prior service from the date of the most recent hire of such Covered Employee with TCG or its Subsidiaries for purposes of eligibility, participation, vesting and, except under any plan that determines benefits on an actuarial basis, for benefit accrual, but only to the extent that such service was recognized immediately prior to the Closing Date under a comparable TCG Benefit Plan in which such Covered Employee was eligible to participate immediately prior to the Effective Time; provided, that such recognition of service shall not operate to duplicate any benefits of a Covered Employee with respect to the same period of service.

  • Capital Stock and Related Matters The authorized Equity Interests as of the Agreement Date of each Borrower Party and each Subsidiary of a Borrower Party that is a corporation and the number of shares of such Equity Interests that are issued and outstanding as of the Agreement Date are as set forth on Schedule 5.1(d). All of the shares of such Equity Interests in Domestic Subsidiaries that are issued and outstanding as of the Agreement Date have been duly authorized and validly issued and are fully paid and non-assessable. None of such Equity Interests in Domestic Subsidiaries have been issued in violation of the Securities Act, or the securities, “Blue Sky” or other Applicable Laws of any applicable jurisdiction. As of the Agreement Date, the Equity Interests of each such Borrower Party (other than Parent) and each such Subsidiary of a Borrower Party are owned by the parties listed on Schedule 5.1(d) in the amounts set forth on such schedule and a description of the Equity Interests of each such party is listed on Schedule 5.1(d). As of the Agreement Date, except as described on Schedule 5.1(d), no Borrower Party (other than Parent) or any Subsidiary of a Borrower Party has outstanding any stock or securities convertible into or exchangeable for any shares of its Equity Interests, nor are there any preemptive or similar rights to subscribe for or to purchase, or any other rights to subscribe for or to purchase, or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments, or claims of any character relating to, any Equity Interests or any stock or securities convertible into or exchangeable for any Equity Interests. Except as set forth on Schedule 5.1(d), as of the Agreement Date, no Borrower Party or any Subsidiary of any Borrower Party is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or to register any shares of its Equity Interests, and there are no agreements restricting the transfer of any shares of such Borrower Party’s or such Subsidiary’s Equity Interests.

  • The Merger and Related Matters 4 Section 2.01. Certificate of Merger.................................................4 Section 2.02. The Effective Time....................................................4 Section 2.03. Certain Effects of the Merger.........................................4 Section 2.04. Effect of the Merger on Capital Stock.................................5 Section 2.05. Delivery, Exchange and Payment........................................6 Section 2.06. Merger Consideration Calculation......................................7 Section 2.07. Fractional Shares.....................................................7

  • Employment Related Matters Except as set forth in Schedule 3.16, (a) Seller is not a party to any contract or agreement with any labor organization or other representative of its employees; (b) there is no unfair labor practice charge or complaint pending or, to Seller's best knowledge, threatened against Seller; (c) there is no labor strike, slowdown, work stoppage or other labor controversy in effect or, to Seller's best knowledge, threatened against or otherwise affecting Seller; (d) Seller has not experienced any labor strike, slowdown, work stoppage or similar labor controversy within the past three years; (e) no representation question has been raised respecting any employees of Seller working within the past three years, nor, to the best knowledge of Seller, are there any campaigns being conducted to solicit authorization from any employees of Seller to be represented by any labor organization; (f) no collective bargaining agreement relating to any employees of Seller is being negotiated other than extensions or renewals of existing agreements set forth in Schedule 3.16; (g) no action, suit, complaint, charge, arbitration, inquiry, proceeding or investigation by or before any court, governmental agency, administrative agency or commission brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of Seller's employees, is pending or, to Seller's best knowledge, threatened against Seller; (h) Seller is not a party to, or otherwise bound by, any consent decree with, citation or order by, any Governmental Body relating to their employees or employment practices relating to the employees; (i) Seller is in compliance in all material respects with all applicable laws, policies, procedures, agreements and contracts, relating to employment, employment practices, wages, hours, and terms and conditions of employment; (j) Seller has paid in full to all of its employees all wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such employees on or prior to the date hereof.

  • ERISA and Related Matters The Borrower is not subject to any material obligations or liabilities, contingent or otherwise, with respect to any Plan. None of the assets of the Borrower are or could be deemed to be “plan assets” (as defined in Section 3(42) of ERISA) or assets of any Plan pursuant to any substantially similar non-U.S. or other law.

  • Liens and Related Matters A. PROHIBITION ON LIENS. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except:

  • Employee Benefit Plans and Related Matters; ERISA (a) Section 3.18(a) of the Company Disclosure Schedule sets forth as of the date of this Agreement a true and complete list of the material Company Benefit Plans, including all Company Benefit Plans subject to ERISA. With respect to each such material Company Benefit Plan, the Company has made available to Parent a true and complete copy of such Company Benefit Plan, if written, or a description of the material terms of such Company Benefit Plan if not written, and to the extent applicable, (i) any proposed amendments, (ii) all trust agreements, insurance contracts or other funding arrangements, (iii) the most recent actuarial and trust reports for both ERISA funding and financial statement purposes, (iv) the most recent Form 5500 with all attachments required to have been filed with the IRS or the Department of Labor and all schedules thereto, (v) the most recent IRS determination or opinion letter, and (vi) all current summary plan descriptions.

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