Stock Options; Stock Purchase Plan Sample Clauses

Stock Options; Stock Purchase Plan. Not later than the Effective Time and continuing for a period of at least one hundred twenty (120) days after the Effective Time, Purchaser shall offer in writing to each holder of a vested Company Stock Option (whether or not such Company Stock Option terminated effective as of the Effective Time by virtue of the Merger or would have terminated thereafter) the opportunity to have such Company Stock Option canceled and to receive an amount in cash equal to the excess of the Merger Consideration over the exercise price per Share of such Company Stock Option multiplied by the number of Shares previously subject to such Company Stock Option, less all applicable withholding taxes. Whether or not vested, any Company Stock Options not tendered for cancellation pursuant to such offer shall continue to be governed by the terms of such Company Stock Option and the applicable Company Option Plan. The Company shall have the right to amend the terms of any Company Stock Option outstanding on the date hereof so that it would become vested immediately prior to the Effective Time. The Company shall have the right to cause all funds held in the Company's Employee Stock Purchase Plan to be used to purchase Shares so that such Shares will be converted into the right to receive cash in the Merger; provided that the Employee Stock Purchase Plan is thereupon terminated.
Sample 1
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Stock Options; Stock Purchase Plan. The Company shall be under no obligation to grant further options pursuant to Section 7, and the Executive's participation in the Stock Purchase Plan shall terminate as therein provided. The Executive or his estate may exercise options then held by him in accordance with the terms of such options.
Sample 1
Stock Options; Stock Purchase Plan. As soon as practicable following the date of this Merger Agreement, the Company (or, if appropriate, any committee administering the Stock Option Plan) and the Purchaser shall take such actions as are required (including, if necessary, the provision of funds by the Purchaser to the Company) to provide that at the earlier of the purchase of Shares pursuant to the Offer and the Effective Time each holder of a then outstanding Stock Option (as defined in Section 4.4) whether or not then exercisable or subject to shareholder approval shall, upon surrender thereof to the Company, receive from the Company (except as otherwise may be provided in the Director and Officer Agreements contemplated by Section 6.16) the difference between the Merger Consideration and the exercise price for each share of Company Common Stock covered by each Stock Option, net of any applicable tax withholding. The holders of the Stock Options shall be entitled to enforce such agreements against the Company, the Surviving Corporation and the Purchaser. 6.4
Sample 1
Stock Options; Stock Purchase Plan. (i) The Company grants the Employee an option (the “First Option”) to purchase 250,000 shares of the Company’s Common Stock at a price of $0.10 per share. The option will be 100% vested as of the date of this Agreement. The term of the option shall expire seven (7) years following the date of this Agreement. The option will be evidenced by a separate written option agreement which shall not be inconsistent with this Agreement, and shall be provided within thirty (30) days after the date of this Agreement.
Sample 1
Stock Options; Stock Purchase Plan. (a) On February 15, 1986, and on each Anniversary Date during the Initial Period and each Subsequent Period, the Company shall grant to the Executive options to purchase a number of Common Shares computed as set forth in the next succeeding sentence. On the date of grant, the aggregate fair market value of the Common Shares subject to the options granted shall be equal to the sum of the Executive's base salary under Section 5(a) plus his incentive bonus under Section 5(b) for the prior Fiscal Year; provided that the Common Shares subject to options granted on February 15, 1986 shall have an aggregate fair market value on such date equal to $432,000.00, and the aggregate fair market value on the date of grant of the 9 Common Shares subject to options granted in 1987 will be equal to the sum of $360,000.00 plus the amount the Executive would have received as an incentive bonus under Section 5(b) for the 1986 Fiscal Year had he been employed for a full year. The stock options granted hereunder shall be incentive stock options within the meaning of Section 422A of the Code to the maximum extent allowed. The balance of such options shall be nonqualified stock options.
Sample 1
Stock Options; Stock Purchase Plan. (a) At the Effective Time, each outstanding option to purchase shares of Company Common Stock (each, a "Company Stock Option") under the Company Option Plans, whether or not vested, shall by virtue of the Merger be assumed by Parent. Each Company Stock Option so assumed by Parent under this Agreement will be (or become) exercisable for that number of whole Parent ADSs equal to the product (rounded down to the nearest whole number of Parent ADSs) of the number of shares of Company Common Stock that were issuable upon exercise of such Company Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio and (ii) the per share exercise price for the Parent ADSs issuable upon exercise of such assumed Company Stock Option will be equal to the quotient (rounded up to the nearest whole cent) determined by dividing the exercise price per share of Company Common Stock at which such Company Stock Option was exercisable immediately prior to the Effective Time by the Exchange Ratio. Parent shall reserve a sufficient number of shares of Parent ADSs for issuance upon exercise of the assumed Company Stock Options.
Sample 1
Stock Options; Stock Purchase Plan. (a) (i) Each option to purchase AVS Common Stock or Series C Preferred Stock (incentive stock option or nonqualified stock option, as the case may be) (a "Stock Option") granted under The AVS 1992 Stock Option Plan (the "Option Plan") prior to the Effective Time and which remains outstanding immediately prior to the Effective Time, whether vested or unvested, shall cease to represent a right to acquire shares of AVS Common Stock or Series C Preferred Stock and shall be converted, at the Effective Time, into a fully vested, immediately exercisable option to acquire, on substantially the same terms and conditions as were applicable under the Option Plan (but taking into account any changes thereto provided for in the Option Plan or in such option by reason of this Agreement or the transactions contemplated hereby), that number of shares of MUSE Common Stock determined by dividing the number of shares of AVS Common Stock or Series C Preferred Stock subject to such Stock Option by the Exchange Ratio, rounded, if necessary, to the nearest whole share of MUSE Common Stock, at a price per share (rounded to the nearest whole cent) equal to the per share exercise price specified in such Stock Option multiplied by the Exchange Ratio (a "MUSE Option"); provided, however, the MUSE Options will be governed by the MUSE 1996 Stock Incentive Plan and the stock option agreements granted thereunder. Prior to the Effective Time, the MUSE Board of Directors shall have taken all action necessary under the MUSE 1996 Stock Incentive Plan to permit the grant of the MUSE Options on the terms set forth herein. The maximum number of shares of MUSE Common Stock to be issued upon exercise of all outstanding Stock Options subsequent to the Merger shall be
Sample 1
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Related to Stock Options; Stock Purchase Plan

  • Employee Stock Purchase Plan As soon as practicable following the date of this Agreement, the board of directors of the Company (or the appropriate committee thereof) shall take all necessary actions, including adopting any necessary resolutions and amendments, to (i) terminate the 2002 Employee Stock Purchase Plan (the “Stock Purchase Plan”) as of no later than immediately prior to the Effective Time, (ii) ensure that no option period under the Stock Purchase Plan shall be commenced on or after the date of this Agreement, (iii) if the Effective Time shall occur prior to the end of the option periods in existence under the Stock Purchase Plan on the date of this Agreement, cause a new exercise date to be set under the Stock Purchase Plan, which date shall be the end of the payroll period that is at least ten (10) Business Days prior to the anticipated Effective Time, (iv) prohibit participants in the Stock Purchase Plan from altering their payroll deductions from those in effect on the date of this Agreement (other than to discontinue their participation in the Stock Purchase Plan in accordance with the terms and conditions of the Stock Purchase Plan), (v) provide that the amount of the accumulated contributions of each participant under the Stock Purchase Plan as of immediately prior to the Effective Time shall, to the extent not used to purchase shares of Company Common Stock in accordance with the terms and conditions of the Stock Purchase Plan (as amended pursuant to this Section 2.11), be refunded to such participant as promptly as practicable following the Effective Time (without interest); and (vi) ensure that no current or former employees, officers, directors or other service providers of Company and its Subsidiaries or their beneficiaries have any right to receive shares of Parent Common Stock under the Stock Purchase Plan.

  • Stock Purchase Plan Through the Distribution Date, Roxio Employees shall continue to be eligible for participation in the Adaptec Stock Purchase Plan. Effective on or before the Distribution Date (or such other date as Adaptec and Roxio may mutually agree), Roxio shall establish and sponsor a Stock Purchase Plan for the benefit of Roxio Employees. Effective as of the Distribution Date, Roxio Employees shall cease to be eligible to participate in and to have any further payroll deductions withheld pursuant to the Adaptec Stock Purchase Plan.

  • Company Stock Option Plans Simultaneously with the execution of this Agreement, the Board of Directors of the Company (or, if appropriate, any committee administering the Company Stock Option Plans) shall adopt such resolutions or take such other actions as are required to effect the transactions contemplated by Section 2.10 in respect of all outstanding Options and thereafter the Board of Directors of the Company (or any such committee) shall adopt any such additional resolutions and take such additional actions as are required in furtherance of the foregoing.

  • Stock Option Plan The Executive shall be eligible to participate in the Company's Stock Option Plan in accordance with the terms and conditions thereof.

  • Stock Option Plans Each stock option granted by the Company under the Company’s stock option plan was granted (i) in accordance with the terms of the Company’s stock option plan and (ii) with an exercise price at least equal to the fair market value of the Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under the Company’s stock option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.

  • Employee Stock Option Plan Employee shall be entitled to participate in the Employee Stock Option Plan of the Company once approved by the Board of Directors.

  • 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 Option Plans Each share option granted by the Company under the Company’s share option plan was granted (i) in accordance with the terms of the Company’s share option plan and (ii) with an exercise price at least equal to the fair market value of the Ordinary Shares on the date such share option would be considered granted under GAAP and applicable law. No share option granted under the Company’s share option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, share options prior to, or otherwise knowingly coordinate the grant of share options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.

  • Employee Stock Options (a) At the Effective Time, each Eligible Stock Option that is then outstanding under the Company Option Plan, whether vested or unvested, shall be assumed by Parent in accordance with the terms (as in effect as of the date of this Agreement) of the Company Option Plan and the stock option agreement by which such Eligible Stock Option is evidenced. All rights with respect to Company Common Stock under outstanding Eligible Stock Options shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time, (a) each Eligible Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (b) the number of shares of Parent Common Stock subject to each such assumed Eligible Stock Option shall be equal to the number of shares of Company Common Stock that were subject to such Eligible Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, (c) the per share exercise price for the Parent Common Stock issuable upon exercise of each such assumed Eligible Stock Option shall be determined by dividing the exercise price per share of Company Common Stock subject to such Eligible Stock Option, as in effect immediately prior to the Effective Time, by the Exchange Ratio, and rounding the resulting exercise price up to the nearest whole cent, and (d) all restrictions on the exercise of each such assumed Eligible Stock Option shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Eligible Stock Option shall otherwise remain unchanged; provided, however, that each such assumed Eligible Stock Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective Time. The Company and Parent shall take all action that may be necessary (under the Company Option Plan and otherwise) to effectuate the provisions of this Section 1.6.

  • Stock Option Plans, Etc Accelerate, amend or change the period of exercisability or vesting of options or other rights granted under its stock plans or authorize cash payments in exchange for any options or other rights granted under any of such plans;

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