Unexercised Options. (a) This clause 14 applies to all Unexercised Options. If there is any inconsistency between this clause and the other provisions of these Terms and Conditions in respect of the exercise of Unexercised Options, this clause prevails to the extent of this inconsistency.
Unexercised Options. As of the Effective Date of this Agreement, Lilly has ------------------- the following unexercised options remaining (the "Unexercised Options"): -------
Unexercised Options. At the Effective Time, each outstanding stock option (an "Outstanding DSNC Option") under the Option Plan (as hereinafter defined in Section 2.2) shall be assumed by Tek. Each Outstanding DSNC Option shall thereafter be converted into an option, which option shall be deemed to be vested as of the Effective Time, to purchase the same number of shares of Tek Preferred Stock as such Outstanding DSNC Option would have been exchangeable for pursuant to Section 1.6 had such Outstanding DSNC Option been exercised prior to Closing. The exercise price for each such converted Outstanding DSNC Option shall be the quotient obtained by dividing the exercise price of such Outstanding DSNC Option by the following exchange rate: the number of shares of DSNC Common Stock that are issued and outstanding three (3) days prior to the Closing Date which are converted at the Effective Time into one share or Tek Preferred Stock in accordance with the Exchange Ratio.
Unexercised Options. At the Effective Time, each outstanding stock option under the Option Plan (an "Outstanding DSNC Option") shall be assumed by Alydaar. Each Outstanding DSNC Option shall thereafter be converted into an option, which option shall be deemed to be vested as of the Effective Time, to purchase the same number of shares of Alydaar Common Stock as such Outstanding DSNC Option would have been exchangeable for pursuant to Section 1.6 had such Outstanding DSNC Option been exercised prior to Closing. The exercise price for each such converted Outstanding DSNC Option shall be the quotient obtained by dividing the exercise price of such Outstanding DSNC Option by the Exchange Ratio.
Unexercised Options. Complete only if different from (a). I designate the following individuals or entities as the beneficiaries of any options granted and fully vested under the Plan that have not been exercised by me prior to the date of my death, subject to the provisions of the Plan: Name, Address, and Telephone Primary or Contingent % Number of Beneficiary Relationship ______________________ _____ _______________________________ ____________ _______________________________ _______________________________ ______________________ _____ _______________________________ ____________ _______________________________ _______________________________ ______________________ _____ _______________________________ ____________ _______________________________ _______________________________
Unexercised Options. If any Option expires, terminates, is surrendered or cancelled without having been fully exercised, the number of shares subject to such Option but as to which such Option was not exercised prior to its expiration or cancellation will not be charged against the maximum number of shares set forth in Section 2. l above and may again be optioned hereunder.
Unexercised Options. After the expiration of any exercise period described in either of paragraphs 3(a), (b), (c) or (d) hereof, the Options shall terminate and expire together with all of the Optionee’s rights hereunder, to the extent not previously exercised.
Unexercised Options. (A) Notwithstanding anything to the contrary in this Agreement, and in addition to the Merger Consideration, each holder of a Salem Option that is unexercised as of the close of business on the Effective Date, shall receive cash for each share of Salem Common Stock into which the option is exercisable, equal in amount to the difference or spread between the Per Share Merger Consideration and the exercise price of such option.
Unexercised Options. If (a) the Options become exercisable pursuant to Section 3.2 hereof, (b) Parent has not exercised the Options for all the Subject Shares, and (c) not later than two years from the date of termination of the Merger Agreement, (i) the Company consummates a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any sale of all or a substantial portion of the assets or equity securities of, the Company (a "Business Combination"), (ii) a Shareholder disposes of any or all of his Subject Shares to any person not an affiliate or an associate of Parent or Purchaser or to the Company or any affiliate thereof in connection with a Business Combination or (iii) a Shareholder realizes cash proceeds in respect of his Subject Shares as a result of a distribution to such Shareholder by the Company following the sale of a material amount of the Company's assets in connection with a Business Combination (each, a "Subsequent Transaction"), in each case at a per share price or with equivalent per share proceeds (including, in the case of clause (iii), the remaining value of the Shares), as the case may be (the "Subsequent Price"), with a value in excess of the Per Share Amount, then the Shareholder will promptly pay to Parent an amount equal to one-half of the product of (x) the excess of the Subsequent Price over the Per Share Amount multiplied by (y) the greatest number of Subject Shares beneficially owned by such Shareholder between the date hereof and the time a Business Combination is consummated (assuming for this purpose that the Option has not been exercised for any Shares) less the number of Subject Shares, if any, acquired by Parent upon exercise of the Option. In the event of any stock dividends, stock splits, recapitalizations, combinations, exchanges of shares or the like or any other action that would have the effect of changing the Shareholder's ownership of the Company's capital stock or other securities, the Per Share Amount will be appropriately adjusted for the purpose of this Section 3.7.
Unexercised Options. All Unexercised Options previously granted to the Executive are forfeited, and the Executive shall have no further rights in such Unexercised Options.
