Substitution of Stock Options Sample Clauses

Substitution of Stock Options. Subject to the provisions of Section 2.04(f)(v) and (vi), below, on the Distribution Date, each grantee of a nonqualified award of a Manor Care Stock Option who is a Retained Employee or Terminee shall receive for each such award a Conversion Award, consisting of an option to purchase shares of Manor Care Common Stock equal in number to the number of shares covered by the Manor Care Stock Option, adjusted, however, pursuant to Section 2.04(f)(iv), below. On the Distribution Date, each grantee of a Manor Care Stock Option awarded as an incentive stock option who is a Retained Employee or Terminee shall automatically receive in its place a Conversion Award of an option to purchase shares of Manor Care Common Stock equal in number to the number of shares covered by the Manor Care Stock Option, adjusted, however, pursuant to Section 2.04(f)(iv) below. Subject to the provisions of Section 2.04(f)(v) and (vi), below, on the Distribution Date, each grantee of a nonqualified award of a Manor Care Stock Option who is a Choice Employee shall receive for each such award a Conversion Award, consisting of an option to purchase shares of Choice Common Stock equal in number to the number of shares covered by the Manor Care Stock Option, adjusted, however, pursuant to Section 2.04(f)(iv) below. On the Distribution Date, each grantee of a Manor Care Stock Option awarded as an incentive stock option who is a Choice Employee shall automatically receive in its place a Conversion Award of an option to purchase shares of Choice Common Stock equal in number to the number of shares covered by the Manor Care Stock Option, adjusted, however, pursuant to Section 2.04(f)(iv) below. Notwithstanding the above, on the Distribution Date, each Manor Care Stock Option held by Stewxxx Xxxxxx, Xx., xxether issued as an incentive stock option or as a nonqualified stock option award, shall be exchanged for a Conversion Award (i) with respect to which the Aggregate Spread shall equal the Aggregate Spread attributable to such incentive stock option or nonqualified stock option award, as the case may be, and (ii) with respect to which the Aggregate Spread shall be proportionately allocated between options to acquire Manor Care Common Stock and options to acquire Choice Common Stock based upon the relative trading values of Manor Care and Choice on the Distribution Date.
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Substitution of Stock Options. As soon as practicable after ----------------------------- the Distribution Date, each Retained Employee, Retained Individual, Crestline Employee who on the Distribution Date is a holder of an Existing HMC Stock Award of stock options shall receive a Conversion Award of an option for Employer Security in substitution of such Existing HMC Stock Award. The exercise price and the number of shares underlying a Conversion Award that is granted pursuant to this Section 2.5.3(iii) shall be determined in accordance with Sections 2.5.3 (iv) and 2.5.3 (v) of this Agreement. Notwithstanding any other provision to the contrary, HMLP and Crestline reserve the right prior to the issuance of any Conversion Award to adopt resolutions modifying the terms and conditions, including but not limited to the time within which options may be exercised, of Conversion Awards granted pursuant to this Section 2.5.3(iii).
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Substitution of Stock Options. (a) On the Distribution Date, each nonqualified Getty Option shall be reformed as one Realty Option and one Marketing Option each, except as described below, with terms identical to those of the Getty Option, except with respect to the exercise price which shall be adjusted as provided in Section 2.2. (b) On the Distribution Date, each Getty Option awarded as an incentive stock option pursuant to Section 422 of the Internal Revenue Code of 1986 ("Incentive Stock Option") shall be reformed as a number of whole or fractional Incentive Stock Options with respect to Realty Stock equal to the ISO Conversion Ratio ("Realty ISOs"), with terms identical to those of the Getty Option, except with respect to the exercise price which shall be adjusted as provided in Section 2.2. Any Realty ISOs not exercised within three months following the Distribution Date shall thereupon automatically convert into the number of nonqualified Options equal to the number of Getty Options from which they were converted pursuant to the preceding sentence and each such nonqualified Option shall thereupon be reformed as one Realty Option and one Marketing Option, as described in Section 2.1(a).
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Substitution of Stock Options. Carbon shall grant under the Carbon Stock Option Plan substitute options for each option outstanding under the CEC Resources Ltd. Stock Option Plan (the "CEC Canada Stock Option Plan"). Any option granted by Carbon in substitution for an option granted under the CEC Stock Option Plan shall expressly provide that it is being granted in full satisfaction of, and in substitution for, any and all options for CEC Resources, Ltd. Stock previously granted under the CEC Stock Option Plan. The following terms and conditions of the substitute options granted pursuant to the Carbon Stock Option Plan shall be the same as the terms and conditions relating to the specific options granted pursuant to an optionee's Stock Option Agreement executed under the terms of CEC Stock Option Plan: (1) the grant and exercise prices of the option; (2) the character of the option as an "incentive stock option" or a "nonqualified stock option" (as defined in the Code); (3) the vesting provisions applicable to the option (except to the extent previously modified in executed employment agreements between the optionee and CEC Canada); (4) the change in control provisions applicable to the option (except to the extent previously modified in executed employment agreements between the optionee and CEC Canada); (5) the provisions addressing the consequences of the optionee's termination of employment for any reason; (6) the limitations on assignability of the option; (7) the expiration date of the option; and (8) the payment method for the purchase of the shares subject to the option.
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Substitution of Stock Options. On the Distribution Date, each Retained Employee or Host Marriott Services Employee that is a grantee of a Nonqualified Award of an Existing HMC Stock Option shall receive for each such award, in substitution therefor, a Conversion Award, consisting of two separately exercisable nonqualified options: one to purchase a number of shares of HMC Common Stock equal to the number of shares covered by the Existing HMC Stock Option (the "New HMC Nonqualified Stock Option"), and one to purchase a number of shares of Host Marriott Services Common Stock equal to one-fifth of the number of shares covered by the Existing HMC Stock Option (the "Host Marriott Services Nonqualified Stock Option"). Each Marriott International Employee that is a grantee of a Nonqualified Award of an Existing HMC Stock Option granted prior to or in connection with the Marriott International Distribution will not receive a similar Conversion Award. Such nonqualified options will remain an option to acquire only shares of HMC Common Stock, except that the exercise price of, and the number of shares underlying, such option shall be adjusted pursuant to 2.05(c)(iv) and (v) below to maintain the Aggregate Spread with respect to such Existing HMC Stock Options held by Marriott International Employees. Notwithstanding the foregoing, the HMC Board of Directors reserves the right prior to the issuance of any Conversion Awards and effective as of the Distribution Date, to adopt resolutions modifying the terms and conditions under which any Conversion Awards of nonqualified options shall be granted. Modifications may include, without limitation, shortening the term within which options to purchase shares that are not Employer Common Stock may be exercised, and providing for Conversion Awards of such nonqualified options to be issued solely as options to acquire shares of Employer Common Stock.
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Substitution of Stock Options. 5 4.3 Payment for ITK Shares in the Merger. . . . . . . . . . . . . . . . . . . . 5 4.4
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Substitution of Stock Options. Immediately following the Effective Time, each outstanding option to purchase ITK Shares (an "ITK STOCK OPTION"), whether vested or unvested, shall be exchanged for an option to acquire Digi Common Shares (a "DIGI STOCK OPTION") on substantially the same terms and conditions as under the ITK Stock Option such that such substituted Digi Stock Option satisfies the "spread ratio" test and other conditions of Section 424(a) of the Code and such that no benefit to such optionee is reduced under the terms of such Digi Stock Option solely as a result of such substitution. The number of Digi Common Shares subject to such Digi Stock Option shall equal the product (rounded down to the nearest whole share) obtained by multiplying (i) the number of ITK shares issuable upon exercise of the ITK Stock Option immediately prior to the Effective Time by (ii) the Option Exchange Ratio (as hereinafter defined), and the price per Digi Common Share at which such Digi Stock Option is exercisable shall be the quotient (rounded up to the nearest whole cent) obtained by dividing (x) the exercise price per ITK Share under the ITK Stock Option immediately prior to the Effective Time by (y) the Option
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Substitution of Stock Options. 4 4.3 Payment for CDC Shares in the Merger . . . . . . . . . . . . . . . 5 4.4
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Substitution of Stock Options. Immediately following the Effective Time, each outstanding option to purchase CDC Shares (a "CDC STOCK OPTION"), whether vested or unvested, shall be exchanged for an option to acquire Digi Common Shares (a "DIGI STOCK OPTION") on substantially the same terms and conditions as under the CDC Stock Option such that such substituted Digi Stock Option satisfies the "spread ratio" test and other conditions of Section 424(a) of the Code and such that no benefit to such optionee is reduced under the terms of such Digi Stock Option solely as a result of such substitution. The number of Digi Common Shares subject to such Digi Stock Option shall equal the product (rounded down to the nearest whole share) obtained by multiplying (i) the number of CDC Shares issuable upon exercise of the CDC Stock Option immediately prior to the Effective Time by (ii) the Option Exchange Ratio (as hereinafter defined), and the price per Digi Common Share at which such Digi Stock Option is exercisable shall be the quotient (rounded up to the nearest whole cent) obtained by dividing (x) the exercise price per CDC Share under the CDC Stock Option immediately prior to the Effective Time by (y) the Option Exchange Ratio. The "OPTION EXCHANGE RATIO" shall equal the product of (i) the number of Digi Common Shares into which each CDC Share issued and outstanding immediately prior to the Effective Time (other than CDC shares held by Unaccredited Stockholders) is converted at the Effective Time pursuant to this Article IV, times (ii) four.
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Related to Substitution of Stock Options

  • Exercise of Stock Options If stock options granted in connection with a Stock Incentive Plan are exercised: (1) Crescent Equities shall, as soon as practicable after such exercise, contribute to the capital of the Partnership an amount equal to the exercise price paid to Crescent Equities by the exercising party; (2) Crescent Equities shall, as of the date on which the purchase of the REIT Shares is consummated by such exercising party, be deemed to have contributed to the Partnership as Contributed Funds pursuant to Section 4.2.A(2) hereof an amount equal to the fair market value (computed using the "closing price" (as such term is defined in the definition of "Value" in Article I hereof) as of the date on which such purchase of REIT Shares is consummated by such exercising party) of the REIT Shares delivered by Crescent Equities to such exercising party; and (3) the General Partner's Partnership Interest shall remain unchanged, and the Partnership Interests of Crescent Equities and the other Limited Partners shall be adjusted as set forth in Section 4.2, based on the amount deemed to be contributed, determined pursuant to Section 4.6.B(2); provided that, for purposes of calculating the "Deemed Value of the Partnership" and the "Deemed Partnership Interest Value" under Section 4.2, the "Value" of a REIT Share shall be the "closing price" (as such term is defined in the definition of the term "Value" in Article I hereof) of a REIT Share as of the date on which the purchase of REIT Shares is consummated by the exercising party.

  • Grant of Stock Options This non-qualified Stock Option is granted under and pursuant to the Plan and is subject to each and all of the provisions thereof.

  • Treatment of Stock Options At the Effective Time, with respect to each outstanding option to purchase Shares (a “Company Option”) under the Company Stock Plans, whether vested or unvested, (x) if the exercise price of such Company Option is equal to or greater than the Cash Election Consideration, such Company Option shall terminate and be cancelled as of immediately prior to the Effective Time, without any consideration being payable in respect thereof, and have no further force or effect, and (y) if the exercise price of such Company Option is less than the Cash Election Consideration, thirty percent (30%) of such Company Options held by each holder thereof (rounded to the nearest whole share), other than any Company Option that is not held by a Company Employee and any Company Option held by a non-employee Director, shall be deemed to be “Rollover Options” and the remaining Company Options (other than Company Options cancelled pursuant to clause (x) above) shall be deemed to be “Cash-Out Options”. At the Effective Time, automatically and without any required action on the part of the holder thereof: (i) each such Cash-Out Option shall terminate and be cancelled as of immediately prior to the Effective Time in exchange for the right to receive, in accordance with this Section 4.6(a), a lump sum cash payment in the amount equal to (i) the number of Shares subject to the Company Option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of the dollar value of the Cash Election Consideration (the “Cash Award Consideration”), over the applicable exercise price (the “Option Payment”). The Option Payment (if any) payable under this Section 4.6(a) to each former holder of a Company Option that was outstanding immediately prior to the Effective Time shall be paid through the Surviving Company’s payroll to such former holder as soon as practicable following the Effective Time (but in any event not later than ten (10) Business Days thereafter), net of any Taxes withheld pursuant to Section 4.2(h); and (ii) each Rollover Option shall be assumed and converted automatically into a fully-vested option (an “Adjusted Stock Option”) to purchase, on substantially the same terms and conditions (other than vesting) as were applicable under such Rollover Option immediately prior to the Effective Time, the number of shares of Series C Common Stock (rounded down to the nearest whole number of shares) equal to the product of (A) the number of Shares subject to such Rollover Option immediately prior to the Effective Time, multiplied by (B) the Option Exchange Ratio, which Adjusted Stock Option shall have an exercise price per share of Series C Common Stock equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (x) the exercise price per Share subject to such Rollover Option immediately prior to the Effective Time, by (y) the Option Exchange Ratio. The “Option Exchange Ratio” shall equal the quotient (rounded to four decimal places) obtained by dividing (i) the weighted average price of the Class A Shares on the NASDAQ on the Trading Day immediately prior to the date of the Effective Time by (ii) the Average Parent Stock Price.

  • Exercise of Stock Option (a) The Optionee may exercise this Option only in the following manner: from time to time on or prior to the Expiration Date of this Option, the Optionee may give written notice to the Board of Directors or its authorized committee (the “Administrator”) of his or her election to purchase some or all of the vested Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) in the form of shares of Stock that are not then subject to restrictions under any Company plan and that have been held by the Optionee for at least six months prior to the exercise date; or (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator to pay the Stock Option purchase price, provided that in the event the Optionee chooses to pay the Stock Option purchase price as so provided in this subsection (iii), the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure. Payment instruments will be received subject to collection. The delivery of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that the Administrator may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. (b) Certificates for shares of Stock purchased upon exercise of this Stock Option shall be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations in connection with such issuance and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of the shares subject to this Stock Option, or to have any of the rights of a holder, unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock. (c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time. (d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.

  • Grant of Stock Option The Company hereby grants the Optionee an Option to purchase shares of Common Stock, subject to the following terms and conditions and subject to the provisions of the Plan. The Plan is hereby incorporated herein by reference as though set forth herein in its entirety. The Option is not intended to be and shall not be qualified as an “incentive stock option” under Section 422 of the Code.

  • Vesting of Stock Options All unvested stock options held by Executive, if any, shall vest immediately upon a Change of Control Termination as defined in Section 6.1.

  • 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.

  • Incentive Stock Options If the Shares are held for more than twelve (12) months after the date of the transfer of the Shares pursuant to the exercise of an ISO and are disposed of more than two (2) years after the Date of Grant, any gain realized on disposition of the Shares will be treated as long term capital gain for federal and California income tax purposes. If Shares purchased under an ISO are disposed of within the applicable one (1) year or two (2) year period, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price.

  • Aggregation of Stock All shares of Registrable Securities held or acquired by Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement and such Affiliated persons may apportion such rights as among themselves in any manner they deem appropriate.

  • 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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