Treatment of Stock Based Awards Sample Clauses

Treatment of Stock Based Awards. All outstanding Company Equity Awards are restricted stock awards which shall become 100% vested as of the Closing Date. All provisions of this Agreement, including but not limited to Section 1.4, that apply to Company Common Stock shall apply in equal measure to each share of Company Common Stock subject to a Company Equity Award which vests as of the Closing Date.
Sample 1Sample 2
AutoNDA by SimpleDocs
Treatment of Stock Based Awards. (a) Treatment of Company RSU Awards. Subject to Section 2.8 and Section 3.1(a), at the Effective Time, each Company RSU Award shall be cancelled in consideration of payment to the holder thereof (each, an “RSU Holder”) of an amount in cash equal to the product obtained by multiplying (i) the aggregate number of shares of Company Common Stock subject to each Company RSU Award held by such RSU Holder as of immediately prior to the Effective Time, by (ii) the Per Share Merger Consideration (such amount, an “RSU Payment”). The Company shall take all necessary actions, including providing any required notice to RSU Holders and obtaining any required consents from RSU Holders, necessary to effect the transactions described in this Section 2.7(a) pursuant to the terms of the Company RSU Plans and any agreement evidencing a Company RSU Award.
Sample 1
Treatment of Stock Based Awards. (a) The Company shall use commercially reasonable efforts to ensure that, at the Effective Time, each Company Stock Option then outstanding, whether or not then exercisable, shall be cancelled by the Company in consideration for which the holder thereof shall thereupon be entitled to receive promptly after the Effective Time, a cash payment in respect of such cancellation from the Surviving Corporation in an amount (if any) equal to (i) the product of (x) the number of shares of Company Common Stock subject to such Company Stock Option, whether or not then exercisable and (y) the excess, if any, of the Merger Consideration over the exercise price per share of Company Common Stock subject to such Company Stock Option, minus (ii) all applicable federal, state, local and foreign Taxes required to be withheld by the Surviving Corporation. The Company shall take all necessary actions (including obtaining any required consents) to ensure that, at the Effective Time, any Company Stock Option that is not cancelled by the Company at or prior to the Effective Time and which is not exercised by the holder thereof prior to the Effective Time shall automatically terminate for no consideration as of the Effective Time in accordance with the terms of the grant agreement or Company Stock Incentive Plan pursuant to which such Company Stock Option was issued.
Sample 1
Treatment of Stock Based Awards. (a) The Company shall use reasonable efforts to ensure that, at the Effective Time, each Company Stock Option and Company SAR then outstanding, whether or not then exercisable, shall be cancelled by the Company in consideration for which the holder thereof shall thereupon be entitled to receive promptly (but in no event later than ten days) after the Effective Time, a cash payment in respect of such cancellation from the Surviving Corporation in an amount (if any) equal to (i) the product of (x) the number of shares of Company Common Stock subject or related to such Company Stock Option or Company SAR and (y) the excess, if any, of the Merger Consideration over the exercise, purchase or base price per share of Company Common Stock subject or related to such Company Stock Option or Company SAR, minus (ii) all applicable federal, state and local Taxes required to be withheld by the Surviving Corporation.
Sample 1
Treatment of Stock Based Awards. (a) Each Company Option, whether vested or unvested, shall be converted into an option to purchase a number of Company Class A Ordinary Shares (such option, an “Exchanged Option”) equal to the product (rounded down to the nearest whole number) of (x) the number of Pre-Subdivision Shares subject to such Company Option immediately prior to the Share Subdivision and (y) the Subdivision Factor, at an exercise price per Company Class A Ordinary Share (rounded up to the nearest whole cent) equal to (A) the exercise price per Company Class A Ordinary Share of such Company Option immediately prior to the Share Subdivision divided by (B) the Subdivision Factor; provided, however, that, to the extent applicable, the exercise price and the number of Company Class A Ordinary Shares purchasable pursuant to the Exchanged Options shall be determined in a manner consistent with remaining exempt from the requirements of Section 409A of the Code and Section 457A of the Code; provided, further, that in the case of any Exchanged Option to which Section 422 of the Code applies, the exercise price and the number of Company Class A Ordinary Shares purchasable pursuant to such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code; provided, further, that, except as specifically provided above, following the Share Subdivision, each Exchanged Option shall continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Company Option immediately prior to the Share Subdivision and shall continue to be administered by the Company Option Trustee for the benefit of the applicable grantee of the corresponding former Company Option immediately prior to the Share Subdivision.
Sample 1
Treatment of Stock Based Awards 
Sample 1Sample 2Sample 3See All (6)

Related to Treatment of Stock Based Awards

  • Stock-Based Awards The vesting of any stock-based compensation awards which constitute Section 409A Deferred Compensation and are held by the Executive, if the Executive is a Specified Employee, shall be accelerated in accordance with this Agreement to the extent applicable; provided, however, that the payment in settlement of any such awards shall occur on the Delayed Payment Date. Any stock based compensation which vests and becomes payable upon a Change in Control in accordance with Section 8(e)(i) shall not be subject to this Section 22(d).

  • Treatment of Stock Options 6 ARTICLE III.

  • Other Stock-Based Awards The Committee may grant types of equity-based or equity-related Awards not otherwise described by the terms of the Plan (including the grant or offer for sale of unrestricted Shares), in such amounts (subject to Article IV) and subject to such terms and conditions, as the Committee shall determine. Such Other Stock-Based Awards may involve the transfer of actual Shares to Participants, or payment in cash or otherwise of amounts based on the value of Shares and may include Awards designed to comply with or take advantage of the applicable local laws of jurisdictions other than the United States.

  • Grant of Stock Appreciation Rights Subject to the terms and conditions of the Plan and this Agreement, the Company hereby grants this Award to the Participant on the Grant Date on the terms set forth on the cover page of this Agreement, as more fully described in this Attachment A. This Award is granted under the Plan, which is incorporated herein by this reference and made a part of this Agreement.

  • Treatment of Restricted Stock For purposes of subchapter S, stock that is issued in connection with the perform- ance of services (within the meaning of § 1.83–3(f)) and that is substantially nonvested (within the meaning of § 1.83–3(b)) is not treated as outstanding stock of the corporation, and the hold- er of that stock is not treated as a shareholder solely by reason of holding the stock, unless the holder makes an election with respect to the stock under section 83(b). In the event of such an election, the stock is treated as outstanding stock of the corpora- tion, and the holder of the stock is treated as a shareholder for purposes of subchapter S. See paragraphs (l) (1) and

  • Grant of Stock Units Pursuant to the terms and conditions set forth in this Stock Award Agreement (including Section 1 above) and the Plan, the Administrator hereby grants to the Awardee named in Section 1, on the Grant Date set forth in Section 1, the number of Stock Units set forth in Section 1.

  • Grant of Stock Appreciation Right Subject to the terms and conditions provided in this Agreement and the Plan, and in exchange for the Option, the Company hereby grants to the Grantee a stock appreciation right covering _______ shares of Common Stock (the "SAR"), effective as of the Grant Date.

  • Performance Share Awards On the Performance Share Vesting Date next following the Executive's date of death, the number of Performance Shares that shall become Vested Performance Shares shall be determined by multiplying (a) that number of shares of Company Common Stock subject to the Performance Share Agreement that would have become Vested Performance Shares had no such termination occurred; provided, however, in no case shall the number of Performance Shares that become Vested Performance Shares exceed 100% of the Target Number of Performance Shares set forth in the Performance Share Agreement, by (b) the ratio of the number of full months of the Executive's employment with the Company during the Performance Period (as defined in the Performance Share Agreement) to the number of full months contained in the Performance Period. Vested Common Shares shall be issued in settlement of such Vested Performance Shares on the Settlement Date next following the Executive’s date of death.

  • Performance Units Subject to the limitations set forth in paragraph (c) hereof, the Committee may in its discretion grant Performance Units to any Eligible Person and shall evidence such grant in an Award Agreement that is delivered to the Participant which sets forth the terms and conditions of the Award.

  • Payment of Restricted Stock Units Payment of Restricted Stock Units that vest pursuant to this Section shall be made in Shares (or, if applicable, settlement in the same consideration paid to the stockholders of the Company pursuant to the Change in Control), as soon as practicable following the applicable vesting date. The Restricted Stock Units are intended to be exempt from application of Section 409A of the Code, and any ambiguities set forth herein shall be interpreted accordingly. However, to the extent that an exemption is not available and the Restricted Stock Units are “deferred compensation” subject to the requirements of Section 409A of the Code, the following provisions shall apply and shall supersede anything to the contrary set forth herein and in the Plan to the extent required for the settlement of the Restricted Stock Units to comply with the requirements of Section 409A of the Code. In a Change in Control or Corporate Transaction the Award must be assumed, continued or substituted by the Surviving Corporation or the Parent Corporation and any Shares scheduled to be issued upon an applicable scheduled Vest Date may not be earlier issued unless the Change in Control or Corporate Transaction is also a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company as described in Code Section 409A(a)(2)(A)(iv) and an exemption is available and elected under Treasury Regulation 1.409A-3(j)(4)(ix)(B) or such earlier issuance of the Shares is otherwise permitted by Section 409A of the Code. The Company retains the right to provide for earlier issuance of Shares in settlement of the Restricted Stock Units to the extent permitted by Section 409A of the Code.

Time is Money Join Law Insider Premium to draft better contracts faster.