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 may exercise options then held by him in accordance with the terms of such 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
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. (ii) The Company hereby grants the Employee an additional stock option to purchase one million (1,000,000) shares of the Company’s common stock at a price of $0.10 per share (the “Second Option”). Shares subject to the Second Option shall vest at the rate of twenty percent (20%) per year with each year to commence on the date of this Agreement or an anniversary date thereof, so long as the Employee is employed by the Company. The term of this Option shall be for a period of seven (7) years. (iii) Options granted under clauses (i) or (ii), shall be granted, to the extent possible, as incentive stock options (“ISOs”) but, if not eligible to be treated as ISOs, shall be granted and treated as non-qualified stock options. The options granted under clause (i) and (ii) shall permit the Employee to pay the option exercise price by delivering stock or cash, or both, and shall allow options to be exercised on a “cashless” basis. (iv) The Company hereby grants Employee the right to apply up to twenty-five percent (25%) of Employee’s salary to purchase stock directly from the Company. Employee stock purchase rights will be evidenced by a separate written agreement which shall be executed within thirty (30) days after the date of this Agreement and which will specify the purchase price and terms and all other conditions and will continue so long as the Employee is employed with the Company. The terms of the stock purchase right agreement shall not be inconsistent with this Agreement. (v) The Company represents and warrants that it will maintain, authorized and unissued shares sufficient to allow Employee to exercise in full the First and Second Options provided for in this Section 5. (vi) The Company hereby grants Employee, during the term of this Agreement, including any extensions hereof, the right to participate in, and to purchase, any equity or equity rights offering made by the Company on the same terms and conditions as set forth in the Company’s offering mate...
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. (b) Company shall take all actions necessary, including, if appropriate, amending the terms of the Company Stock Purchase Plan (i) to cause the rights of participants in the Company Stock Purchase Plan with respect to any offering period underway as of the Effective Time pursuant to the Company Stock Purchase Plan to be determined by treating the last business day prior to the Effective Time (or, for administrative convenience, the last day of the last full payroll period prior to the Effective Time) as the last day of such offering period and to prevent any offering period from commencing or occurring after the termination of such offering period, (ii) to make such other pro-rata adjustments as may be necessary to reflect the reduced offering period but otherwise treating such offering period as a fully effective and completed offering period for all purposes of the Company Stock Purchase Plan, and (iii) to cause the Company Stock Purchase Plan and all rights of participants therein and any other employees of the Company thereunder (except for ordinary and necessary administrative obligations) to be terminated prior to the Effective Time. (c) Effective as of the day immediately preceding the Effective Time, the Company and its Benefits Affiliates, as applicable, shall each terminate any and all group severance, separation or salary cont...
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. (b) The Executive shall also be entitled to participate in the Nordson Corporation Employee Stock Purchase Plan (the "Stock Purchase Plan").
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.
Sample 1
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Related to Stock Options; Stock Purchase Plan

  • Employee Stock Purchase Plan The Company shall take all requisite action with respect to the Company’s 2000 Employee Stock Purchase Plan, as amended (the “Company ESPP”), to ensure that (i) all outstanding Company Purchase Rights (as defined in Section 4.02) will be exercised no later than three (3) Business Days prior to the Expiration Date, (ii) no Company Purchase Rights will be issued and outstanding as of the Expiration Date, (iii) conditioned upon the occurrence of the Closing, the Company ESPP will be terminated no later than the Effective Time, and (iv) no additional offering periods shall commence on or after the Expiration Date. The Company shall deliver to Parent prior to the Expiration Date sufficient evidence that the Company ESPP will be terminated as of the Effective Time, conditioned upon the occurrence of the Closing. In addition, prior to the Effective Time, the Company shall take all actions (including, if appropriate, amending the terms of the Company ESPP and the terms of any offering period(s) commencing prior to the Expiration Date) that are necessary to provide that, as of the Effective Time, participants and former participants in the Company ESPP shall cease to have any right or interest thereunder. Notwithstanding the foregoing, all actions taken and all amendments made pursuant to this Section 3.06 shall be taken or made in compliance with Sections 423 and 424 of the Code and so as not to result in a “modification” under such Sections. All Shares issued in connection with the exercise of the Company Purchase Rights shall be, at the Effective Time, converted into the right to receive the Merger Consideration in accordance with, and pursuant to, the terms and conditions of this Agreement.

  • 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.

  • 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 Except as provided in this Agreement or pursuant to the provisions of any Plan or employee or director stock option agreement as in effect on the date hereof, from the date hereof Company will not accelerate the vesting or exercisability of or otherwise modify the terms and conditions applicable to the Employee Stock Options. At the Effective Time, each of the Employee Stock Options which is outstanding and unexercised at the Effective Time shall be converted automatically into an option to purchase Parent Shares in an amount and at an exercise price determined as provided below (and otherwise subject to the terms of the stock option plans of Company governing the Employee Stock Options (the "Company Stock Option Plans")): (1) The number of Parent Shares to be subject to the new option shall be equal to the product of the number of Shares subject to the original option and the Exchange Ratio, PROVIDED that any fractional Parent Shares resulting from such multiplication shall be rounded down to the nearest share and, except with respect to any options which are intended to qualify as "incentive stock options" (as defined in section 422 of the Code ("ISOs")), Parent shall pay an amount in cash to the holder of such Employee Stock Option equal to the fair market value immediately prior to the Effective Time of such fractional Parent Shares calculated based on the average closing price on the New York Stock Exchange for the last five trading days immediately preceding the day prior to the Effective Time; and (2) The exercise price per Parent Share under the new option shall be equal to the aggregate exercise price of the original option divided by the total number of full Parent Shares subject to the new option (as determined under (1) immediately above), PROVIDED that such exercise price shall be rounded up to the nearest cent. The adjustment provided herein with respect to any ISOs shall be and is intended to be effected in a manner that is consistent with section 424(a) of the Code. The duration and other terms of the new option shall be the same as that of the original option, except that all references to Company shall be deemed to be references to Parent. Parent shall file with the SEC a registration statement on Form S-8 (or other appropriate form) or a post-effective amendment to the Registration Statement as promptly as practicable after the Effective Time for purposes of registering all Parent Shares issuable after the Effective Time upon exercise of the Employee Stock Options, and shall have such registration statement or post-effective amendment become effective and comply, to the extent applicable, with state securities or blue sky laws with respect thereto at the Effective Time.

  • 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.

  • Nonstatutory Stock Option If the Grant Notice so designates, this Option is intended to be a Nonstatutory Stock Option and shall not be treated as an Incentive Stock Option within the meaning of Section 422(b) of the Code.

  • Nonqualified Stock Options If the Shares are held for more than twelve (12) months after the date of purchase of the Shares pursuant to the exercise of an NQSO, any gain realized on disposition of the Shares will be treated as long term capital gain.

  • 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.

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