Value Creation Options Sample Clauses

Value Creation Options. The Company hereby grants to Optionholder, pursuant to the Plan, an Option to purchase up to [x] shares of Common Stock (the “Value Creation Option”), at an exercise price per share equal to the Option Price. The Option Price and the number of Option Shares issuable upon exercise of any Value Creation Option shall be subject to the adjustment provisions of Section 8 of the Plan. The Value Creation Option will expire as provided in Section 2(d) below. The Value Creation Options are not intended to be “incentive stock options” within the meaning of Section 422 of the Code.
Sample 1
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Value Creation Options. (A) Vesting.
Sample 1
Value Creation Options. Notwithstanding anything herein to the contrary, in the event of a Qualifying Termination, any unvested Value Creation Options shall, subject to no (i) Forfeiture Event occurring (in which case all Value Creation Options will be immediately forfeited and cancelled) and (ii) no Wind Up Date occurring, remain outstanding and eligible to vest and become exercisable based on the Trailing 12 Month Adjusted EBITDA for the first four complete fiscal quarters following the Termination Date (the “Post-Termination EBITDA Period”). Such Value Creation Options shall become vested and exercisable in the applicable percentages set forth in Section 2(c)(iv) to the extent a Performance Target is satisfied with respect to the Post-Termination EBITDA Period, effective as of the Determination Date occurring following the Post-Termination EBITDA Period. In no event shall a Contingent Option be exercisable following the close of business on the tenth (10th) anniversary of the date of this Agreement.
Sample 1

Related to Value Creation Options

  • Termination This Agreement may be terminated at any time prior to the Closing:

  • Definitions As used in this Agreement, the following terms shall have the following meanings:

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • NOW, THEREFORE the parties hereto agree as follows:

  • Term The term of this Agreement will be ten (10) years from the Effective Date (as such term may be extended pursuant to Section 4.2, the “Term”).

  • Entire Agreement This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.

  • Limitation of Liability No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • Insurance The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

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