Vested Option Shares Sample Clauses

Vested Option Shares. Subject to Section 4, when this Option is vested with respect to any of the Option Shares, this Option shall continue to be exercisable with respect to such Option Shares (“Vested Option Shares”) at any time or times prior to the Expiration Date.

Vested Option Shares. The Option Shares shall become vested in the manner provided in the Vesting Schedule attached hereto. In the event of a Change in Control, including a Change in Control approved by the Board of Directors, the Option Shares shall become fully vested immediately prior to the effective date of the Change in Control.

Vested Option Shares. The Option Shares shall become Vested Option Shares, as and to the extent indicated below, only if and to the extent the Service Condition is satisfied. The Service Condition is satisfied only if Employee provides Continuous Service to the Company and/or any affiliate for the period beginning with the Grant Date through the date described in the following Vesting Schedule: December 1, 2013 through November 30, 2014 331/3% December 1, 2014 through November 30, 2015 662/3% Employee shall be determined to have provided “Continuous Service” through the date specified in the Vesting Schedule above if Employee continues in the employ of the Company and/or any affiliate without experiencing a termination of employment pursuant to Section 6 of the Employment Agreement (a “Termination of Employment”). All or a portion of the Option Shares may become Vested Option Shares on an earlier date as provided in the attached Terms and Conditions. Any portion of the Option Shares which have not become Vested Option Shares in accordance with this Paragraph I.E or Section 1(b) of the attached Terms and Conditions before or at the time of Employee’s Termination of Employment shall be forfeited.

Vested Option Shares. The Option Shares are divided into two (2) tranches, as and to the extent indicated below, and shall become vested only if and to the extent the Performance Condition or Service Condition, as applicable, are satisfied. (1) Tranche 1 Performance Condition. 250,000 of the Option Shares are allocated to Tranche 1 (the “Tranche 1 Option Shares”). The Tranche 1 Option Shares shall become Vested Option Shares in the event a share of Common Stock appreciates to $14 per share (or more) for a period of 20 consecutive trading days on or before December 3, 2015. (2) Tranche 2 Service Condition. 250,000 of the Option Shares are allocated to Tranche 2 (the “Tranche 2 Option Shares”). The Tranche 2 Option Shares shall become Vested Option Shares, as and to the extent indicated below, only if and to the extent the Service Condition is satisfied. The Service Condition is satisfied only if Employee provides Continuous Service to the Company and/or any affiliate for the period beginning with the Grant Date through the date described in the following Vesting Schedule: December 1, 2013 through November 30, 2014 331/3% December 1, 2014 through November 30, 2015 662/3% Employee shall be determined to have provided “Continuous Service” through the date specified in the Vesting Schedule above if Employee continues in the employ of the Company and/or any affiliate without experiencing a termination of employment pursuant to Section 6 of the Employment Agreement (a “Termination of Employment”). All or a portion of the Option Shares may become Vested Option Shares on an earlier date as provided in the attached Terms and Conditions. Any portion of the Option Shares which have not become Vested Option Shares in accordance with this Paragraph I.E or Section 1(b) of the attached Terms and Conditions before or at the time of Employee’s Termination of Employment shall be forfeited.

Vested Option Shares. Subject to Section 3.6, all Vested Options that are outstanding as of immediately prior to the Effective Time shall be cancelled at the Effective Time and each holder of Vested Options (each, a “Vested Optionholder”) shall be entitled to receive, without interest and subject to any applicable withholding Tax: (A) an amount in cash equal to the product obtained by multiplying (1) the number of Vested Option Shares by (2) the excess, if any, of (x) the Estimated Per Share Merger Consideration, less (y) the exercise price per share of Common Stock of such Vested Option Shares, plus (B) amounts in cash equal to the product obtained by multiplying such Vested Optionholder’s Applicable Percentage by each of the (1) the Deferred Consideration, (2), the Adjustment Amount, if any, and (3) Holder Representative Fund Release Amount, in each case when, if and to the extent payable hereunder (such aggregate amount described in the foregoing clauses (A) and (B), the “Option Consideration”). Notwithstanding anything to the contrary in this Agreement, to the extent required to comply with Treasury Regulation 1.409A-3(i)(5)(iv), no Option Consideration shall be paid following the fifth (5th) anniversary of the Closing Date and any Option Consideration that otherwise would have become payable following such anniversary pursuant to this Agreement instead shall be forfeited by the Vested Optionholders without consideration therefor and shall be paid instead to the Pre-Closing Holders (other than the Vested Optionholders) as though it were Merger Consideration paid consistent with the priority of payments described in Section 3.1(b)(ix) above. Any Option Consideration each Vested Optionholder is entitled to receive pursuant to this Section 3.1(d)(i) shall be rounded to the nearest whole cent.

Vested Option Shares. (a) The Option Shares shall become vested and exercisable, in twenty percent (20%) increments (a "Vesting Increment"), in accordance with this Section 3. The Optionee shall earn the right to exercise a Vesting Increment in each of the first five (5) full fiscal years beginning with the first full fiscal year commencing after the Grant Date (1) if the Optionee <PAGE> continues to be employed by the Bank on the last day of that fiscal year; and (2) if both of the performance goals set forth in Clauses (i) and (ii) below are met for that fiscal year: (i) the Bank shall meet or exceed 90% of the budgeted net income after tax and 90% of the budgeted deposit growth for the fiscal year based on the annual budget approved by the Board of Directors of the Bank; and (ii) the Bank shall maintain a regulatory examination rating of Camel 1 or 2 for that fiscal year. In the event the performance goals are not satisfied in any fiscal year so that the Optionee fails to earn the right to exercise the Vesting Increment for that fiscal year, the Committee may, in its discretion, permit that Vesting Increment to be earned with respect to the immediately succeeding fiscal year but only if the Optionee earns the right to exercise the Vesting Increment with respect to that immediately succeeding fiscal year. Notwithstanding any other provision herein, no more than two Vesting Increments may become exercisable with respect to any of the first five (5) full fiscal years. In the event one or more Vesting Increments have not become exercisable with respect to any prior fiscal year in accordance with Subsections (a) and (b) above, such Vesting Increment(s) shall become fully exercisable on the seventh (7th) anniversary of the Grant Date. A Vesting Increment shall become exercisable fifteen (15) days following the close of the fiscal year with respect to which it is earned. (e) Notwithstanding any other provision herein, if the capital of the Bank falls below minimum requirements, as determined by the Office of the Comptroller of the Currency or any successor federal agency ("OCC") or the Georgia Department of Banking and Finance, the Bank, at the direction of the OCC, may require the Optionee to exercise the Option in whole or in part and, if the Optionee fails to exercise any portion of the Option as so directed, that portion of the Option shall be forfeited.

Related to Vested Option Shares

Vested Options Each vested outstanding Company Option that is outstanding as of immediately prior to the Effective Time (the “Cashed-Out Options”) shall be cancelled at the Effective Time and converted into the right to receive an amount in cash equal to the Option Consideration after which it shall be cancelled and extinguished. If the Per Share Conversion Common Amount does not exceed the per share exercise price of each such outstanding Company Option, then such Company Option shall be cancelled and extinguished, with no consideration payable in connection with such cancellation and no further rights to the holder thereof (the “Cancelled Options”) and such Company Option shall not be deemed a Cashed-Out Option. Company shall take any and all necessary action to provide for the cancellation of each Company Option in accordance with this Section 1.6(b)(i). As soon as reasonably practicable after the Effective Time, through its payroll system on a special payroll run on the Closing Date, the Surviving Corporation shall or shall direct its payroll agent to, in accordance with its customary payroll practices, pay to each holder of a Cashed-Out Option that was granted to the holder in the holder’s capacity as an employee of Company or any of its Subsidiaries for applicable employment Tax purposes (“Employee Cashed-Out Option Holder”) the applicable portion of the Option Consideration (subject to applicable withholding Taxes) payable in respect of each such Cashed-Out Option (“Employee Option Consideration”); provided, that, if any such Employee Cashed-Out Holder has not executed and delivered to Parent a Cashed-Out Option Agreement (a “Cashed-Out Option Agreement”) in substantially the form attached hereto as EXHIBIT I, as of such date, the payment to such Employee Cashed-Out Option Holder shall be made as soon as reasonably practicable following the execution and delivery to Parent of a Cashed-Out Option Agreement. Each holder of a Cashed-Out Option that was granted to the holder in the holder’s capacity as a non-employee service provider to Company or any of its Subsidiaries for applicable employment Tax purposes (“Non-Employee Cashed-Out Option Holder”) shall be paid the applicable portion of the Option Consideration by the Exchange Agent in the manner provided in Section 1.11. No interest shall accrue or be paid on the Option Consideration payable with respect to any Cashed-Out Options. In no event shall any Cashed-Out Option or Cancelled Option be assumed by Parent.
Unvested Options Each unvested outstanding Company Option held by a Continuing Employee (each an “Unvested Company Option”) shall be assumed by Parent (the “Assumed Options”) and will continue to have, and be subject to, the same terms and conditions set forth in the applicable Unvested Company Option documents (including any applicable Company Option Plan and stock option agreement or other document evidencing such Unvested Company Option, including but not limited to any employment or other agreement providing for accelerated vesting or other terms governing such Assumed Options) immediately prior to the Effective Time (including any repurchase rights or vesting provisions), except that (i) each such Unvested Company Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Stock equal to the product of the number of shares of Company Common Stock that were subject to such Unvested Company Option immediately prior to the Effective Time multiplied by the Conversion Rate (rounded down to the next whole number of shares of Parent Stock, with no cash being payable for any fractional share eliminated by such rounding), and (ii) the per share exercise price for the shares of Parent Stock issuable upon exercise of such assumed Unvested Company Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Unvested Company Option was exercisable immediately prior to the Effective Time by the Conversion Rate, rounded up to the nearest whole cent. The assumption and conversion of Unvested Company Options by Parent are intended to satisfy the requirements of Treasury Regulations Section 1.424-1 (to the extent such options were incentive stock options) and of Treasury Regulations Section 1.409A-1(b)(5)(v)(D). Following the Effective Time, the Board of Directors of Parent or a committee thereof shall succeed to the authority and responsibility of the Board of Directors of Company or any committee thereof with respect to each Assumed Option and references to Company shall become references to Parent under the applicable Company Option Plan and stock option agreement or other document evidencing such Assumed Option. Each unvested outstanding Company Option that is not an Unvested Company Option shall be treated as a Cancelled Option and shall be cancelled and extinguished, with no consideration payable in connection with such cancellation and no further rights to the holder thereof, at the Effective Time.
Option Shares For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares, the Company hereby grants to the Underwriters an option to purchase up to [●] additional shares of Common Stock, representing fifteen percent (15%) of the Firm Shares sold in the offering, from the Company (the “Over-allotment Option”). Such [●] additional shares of Common Stock, the net proceeds of which will be deposited with the Company’s account, are hereinafter referred to as “Option Shares.” The purchase price to be paid per Option Share shall be equal to the price per Firm Share set forth in Section 1.1.1 hereof. The Firm Shares and the Option Shares are hereinafter referred to together as the “Public Securities.” The offering and sale of the Public Securities is hereinafter referred to as the “Offering.”
Vested Shares “Vested Shares” shall mean the shares of Restricted Stock which are no longer subject to the Restrictions by reason of Section 3.2.
Adjustment in Option Shares Should any change be made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Corporation's receipt of consideration, appropriate adjustments shall be made to (i) the total number and/or class of securities subject to this option and (ii) the Exercise Price in order to reflect such change and thereby preclude a dilution or enlargement of benefits hereunder.
Founder Shares In July 2023 and September 2023, Hercules Capital Management Corp (the “Sponsor”) acquired an aggregate of 1,437,500 Class B ordinary shares of the Company, par value $0.0001 per share (the “Founder Shares”), for an aggregate consideration of $25,000 to. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor or any of its transferees prior to the date hereof (collectively, the “Initial Shareholders”) until the earlier of: (i) six months following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination, that results in all of the Company’s public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period after the initial Business Combination, 50% of the Founder Shares will be released from such transfer restrictions. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within the period of time as provided in its amended and restated memorandum and articles of association. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 187,500 Founder Shares) such that the Founder Shares then outstanding will comprise approximately 20% of the issued and outstanding shares of the Company (excluding the Placement Shares (as defined below) and the Representative Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Restricted Shares Employee hereby accepts the Restricted Shares when issued and agrees with respect thereto as follows:
Common Shares 4 Company...................................................................................... 4
Options, Warrants, Reserved Shares Except for (i) the warrant issued to Value Partners Greater China High Yield Income Fund in March 2019, (ii) any A Shares (and options and warrants therefor) reserved for issuance to the employees, directors, and consultants of the Group Companies pursuant to any equity incentive plan that may be adopted from time to time by the Company, (iii) as provided in the Restated Articles, and (iv) any A Shares to be issued to certain potential investors for this financing round on or around April 30, 2019, including the transactions contemplated herein, there are no options, warrants, conversion privileges, agreements, or rights of any kind with respect to the issuance or purchase of the Purchased Shares or any other securities of the Company. Apart from any exceptions noted in the Restated Articles, no outstanding shares (including the Purchased Shares), or shares issuable upon exercise or exchange of any outstanding options, warrants, or other shares issuable by the Company, are subject to any preemptive rights, rights of first refusal, or other rights of any kind to purchase such shares (whether in favor of the Company or any other person).
Initial Shares The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight hours’ prior notice to the Company, shall be delivered by or on behalf of the Company to the Representative, including, at the option of the Representative, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representative by the Company upon at least forty-eight hours’ prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the office of the Representative, 0000 00xx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative and the Company). The time at which such payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “Date of Delivery.”

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