The Options. The unissued Shares issuable upon the exercise of options (the “Options”) to be exercised by certain of the Selling Stockholders (the “Optionholders”) have been duly authorized by the Company and validly and reserved for issuance, and at the time of delivery to the Underwriters with respect to such Shares, such Shares will be issued and delivered in accordance with the provisions of the Stock Option Agreements between the Company and such Selling Stockholders pursuant to which such Options were granted (the “Option Agreements”) and will be validly issued, fully paid and non-assessable and will conform to the description thereof in Pricing Disclosure Package and the Prospectus.
The Options. 2.1 The Company hereby grants to the Optionee, on the terms and conditions set out in this Agreement and in the Plan, Options to purchase a total of 3,000,000 Optioned Shares at the Exercise Price.
2.2 The Options will vest in accordance with Schedule “A” to this Agreement. The Options may be exercised immediately after vesting.
2.3 The Options shall, at 5:00 p.m. (Pacific time) on the Expiry Date, expire and be of no further force or effect whatsoever.
2.4 The Company shall not be obligated to cause the issuance, transfer or delivery of a certificate or certificates representing Optioned Shares to the Optionee, until provision has been made by the Optionee, to the satisfaction of the Company, for the payment of the aggregate Exercise Price for all Optioned Shares for which the Options shall have been exercised, and for satisfaction of any tax withholding obligations associated with such exercise.
2.5 The Optionee shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distribution therefrom or thereon) except in respect of which the Options have been properly exercised in accordance with the terms of this Agreement.
2.6 The Options will terminate in accordance with the provisions of the Plan.
2.7 Subject to the provisions of this Agreement and the Plan and subject to compliance with any applicable securities laws, the Options shall be exercisable, in full or in part, at any time after vesting, until termination. If less than all of the shares included in the vested portion of any Options are purchased, the remainder may be purchased at any subsequent time prior to the Expiry Date. Only whole shares may be issued pursuant to the exercise of any Options, and to the extent that any Option covers less than one (1) share, it is not exercisable.
2.8 Each exercise of the Options shall be by means of delivery of a Notice of Exercise (which may be in the form attached hereto as Schedule “D”) to the President of the Company at its principal executive office, specifying the number of Optioned Shares to be purchased and accompanied by (i) payment in cash or by certified check or cashier’s check in the amount of the full Exercise Price for the Common Stock to be purchased, and (ii)(A) if the Optionee is at the time of exercise an accredited investor, an executed copy of an Accredited Investor Questionnaire dated the same date as the Notice of Exercise or, (B) if the Optionee is not an...
The Options. The Optionee may, at his/her option, purchase all or any part of an aggregate of __________ shares of Common Stock (the “Optioned Shares”), at the price of $_________ per share (the “Option Price”), on the terms and conditions set forth herein.
The Options. Each Stockholder hereby agrees as follows:
The Options. The Director is the record and beneficial owner of the Options. The Director owns the Options free and clear of all claims, charges, equities, liens, security interests, pledges, mortgages or encumbrances (other than (i) as will be discharged on or prior to the date hereof and (ii) any restrictions under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws).
The Options. Xxxxx hereby agrees as follows: -----------
The Options. 2.1 Subject to compliance with applicable laws, the Company hereby grants to the Optionee, on the terms and conditions set out in this Agreement and in the Plan, Options to purchase a total of TWO HUNDRED FIFTY THOUSAND (250,000) Optioned Shares at the Exercise Price.
2.2 The Options will vest in accordance with Schedule “A” to this Agreement. The Options may be exercised immediately after vesting. Upon the occurrence of a “Change of Control” (as hereinafter defined), all unvested Options shall vest immediately. For purposes of this Agreement, “Change of Control” means:
The Options. 2.1 The Company hereby grants to the Optionee, on the terms and conditions set out in this Agreement and in the Plan, Options to purchase a total of <> Optioned Shares at the Exercise Price.
2.2 The Options will vest in accordance with Schedule “A” to this Agreement and pursuant to Section G(5) of the Plan. The Options may be exercised immediately after vesting.
2.3 The Options shall, at 5:00 p.m. (Eastern Time) on the Expiry Date, expire and be of no further force or effect whatsoever.
2.4 The Company shall not be obligated to cause the issuance, transfer or delivery of a certificate or certificates representing Optioned Shares to the Optionee, until provision has been made by the Optionee, to the satisfaction of the Company, for the payment of the aggregate Exercise Price for all Optioned Shares for which the Options shall have been exercised, and for satisfaction of any tax withholding obligations associated with such exercise.
2.5 The Optionee shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distribution therefrom or thereon) except in respect of which the Options have been properly exercised in accordance with the terms of this Agreement.
2.6 The Options will terminate in accordance with the provisions of the Plan.
2.7 Subject to the provisions of this Agreement and the Plan and subject to compliance with any applicable securities laws, the Options shall be exercisable, in full or in part, at any time after vesting, until termination; provided, however, that if the Optionee is subject to the reporting and liability provisions of Section 16 of the Securities Exchange Act of 1934, as amended, with respect to the Common Stock, the Optionee shall be precluded from selling, transferring or otherwise disposing of any Common Stock underlying any of the Options during the six months immediately following the grant of the Options. If less than all of the shares included in the vested portion of any Options are purchased, the remainder may be purchased at any subsequent time prior to the Expiry Date. Only whole shares may be issued pursuant to the exercise of any Options, and to the extent that any Option covers less than one (1) share, it is not exercisable.
2.8 Each exercise of the Options shall be by means of delivery of a Notice of Exercise (which may be in one of the forms attached hereto as Schedule “C” or Schedule “D”) to the President of the Company at its princi...
The Options. The Executive is the record and beneficial owner of the Options. The Executive owns the Options free and clear of all claims, charges, equities, liens, security interests, pledges, mortgages or encumbrances (other than (i) as will be discharged on or prior to the date hereof and (ii) any restrictions under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws).
The Options. The employee participating in this Agreement, the trust and the option entitlement arrangement is hereby granted and given options upon the terms and conditions and at the times set forth below:
6.1 A conditional and suspensive right upon the cumulative fulfillment of the terms and conditions detailed below and the terms and conditions detailed in the Option Plan and in the Trust Agreement to receive by way of an allotment of _______________ Ordinary "B" Shares of the Company. Until the registration of the shares in the employees name in accordance with the Option Plan and the Trust Agreement as mentioned above, the Participating Employee is granted the right that his name be registered in List "1" with a notation of the option for the specific number of shares specified above.
6.2 The terms and conditions: The Participating Employee's right to convert the options held in trust on his behalf by the Trustee into shares that shall be actually allotted in his name is conditional and suspensive upon the fulfillment of all the following terms and conditions:
6.2.1 Every actual period of employment with the Company of at least 24 months from the participation date shall confer the right to convert 1/3 (a third) of the number of shares specified in the options into shares.
6.2.2 Every month of continuous and cumulative period of employment exceeding the first 24 months shall confer the right to convert a further 1/24 (one twenty-fourth) from the balance of 2/3 (two-thirds) of the total number of shares specified in the option, into shares actually allotted, in an allotment at the end of the cumulative period.
6.2.3 After a continuous and cumulative actual period of employment with the Company of 48 months, the beneficiary's right shall be exhausted and the validity of the trust in relation to him shall expire.
6.2.4 The exercise of the right to an actual allotment of "B" Ordinary Shares is further conditional and suspensive upon the payment of $0.5 (fifty cents) according to the representative rate known at the time of the allotment in respect of the right to each share.
