Cashless Basis definition

Cashless Basis under Section 4(a)(ii)
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Cashless Basis means that in lieu of exercising some or all of your 105,000 vested stock options for cash, you shall be entitled to receive up to a total number of shares of common stock of the Company computed using the following formulas: X = 35,000 (A - $1.2375) ; and -------------------- A X = 35,000 (A - $2.125) ; and ------------------- A X = 35,000 (A - $3.125) ------------------- A where X equals the number of shares of common stock to be issued to you and A equals the fair market value of one share of common stock on the date of exercise. In addition, you may elect to have the Company withhold from the total number of shares due under the above formulas a number of shares having a fair market value equal to the minimum amount necessary to satisfy the Company's aggregate federal, state, local and foreign tax withholding and FICA and FUTA obligations due as a result of a Cashless Basis exercise. With respect to the option letter agreement dated March 1, 2000, you shall be entitled to exercise the 60,000 options that are vested as of your Termination Date on or before January 11, 2005. You acknowledge and agree that you shall forfeit any right to those 30,000 unvested stock options under the option letter agreement dated March 1, 2000, as shown in Exhibit A hereto. You acknowledge and agree that there has been no change of control at any time up to and including your Termination Date and that you shall have no rights to accelerated vesting or otherwise upon any change of control occurring after your Termination Date. The Company agrees to take any action necessary to effectuate the terms of this paragraph 4.
Sample 1
Cashless Basis means that the Company will issue to the holder upon surrender of the Warrants for cashless exercise that number of shares determined by dividing the difference of the market price of the shares of Common Stock issuable upon exercise of the Warrants and the warrant exercise price by the market price of the Common Stock on the date of Exercise. For example, if 100,000 Warrants are tendered for cashless exercise at the time the market price of Common Stock is $1.50, the difference would be $75,000 and therefore the number of shares to be issued by the Company shall be 50,000.
Sample 1

Examples of Cashless Basis in a sentence

  • The Redeemable Warrants may be exercised at any time after notice of redemption shall have been given by the Company pursuant to Section 6.2 hereof and prior to the time and date fixed for redemption; provided, however, that the Company has the option to require all Registered Holders of the Redeemable Warrants who elect to exercise their Redeemable Warrants prior to the date scheduled for redemption to exercise their Redeemable Warrants on a Cashless Basis.

  • Common Stock Issued for Stock Options exercised on a Cashless Basis During 2010, the Company issued 3,000,000 common shares in settlement of options exercised by Directors and Officer, as described in Note 13, on a cashless basis at an exercise price of $.002.

  • In addition, you may elect to have the Company withhold from the total number of shares due under the above formulas a number of shares having a fair market value equal to the minimum amount necessary to satisfy the Company's aggregate federal, state, local and foreign tax withholding and FICA and FUTA obligations due as a result of a Cashless Basis exercise.

  • Except to the extent that Cashless Basis Exercise applies pursuant to Section 3.3.3, the holder shall pay or cause to be paid in full the Exercise Price per Warrant as to which an exercise relates in lawful money of the United States, by good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds to the Warrant Agent.

  • Date: , [name of registered Holder] [signature] [street address] [city, state, zip] [tax identification number] NOTICE OF CONVERSION OF WARRANT — To Be Executed by the Registered Holder in Order to Convert the Warrant on a Cashless Basis The undersigned hereby irrevocably elects to convert, on a cashless basis, a total of shares of Common Stock otherwise purchasable upon exercise of the attached Warrant into such lesser number of shares of Common Stock as determined by Section 2 of the Warrant.

Related to Cashless Basis

  • Cashless Exercise Ratio means a fraction, the numerator of which is the excess of the Current Market Value per share of Common Stock on the Exercise Date over the Exercise Price per share as of the Exercise Date and the denominator of which is the Current Market Value per share of the Common Stock on the Exercise Date.

  • Cashless Exercise means a Cashless Exercise as defined in Section 6.3(b)(i).

  • Eligible Basis has the meaning given to it in Section 42(d) of the Code.

  • Adjusted Basis has the meaning given such term in Section 1011 of the Code.

  • Qualified Basis means the portion or percentage of the Eligible Basis that qualifies for the Tax Credit. It is calculated by multiplying the Eligible Basis by the Applicable Fraction.

  • Fixed Conversion Rates means the Maximum Conversion Rate and the Minimum Conversion Rate.

  • Base LIBOR Rate means the rate per annum, determined by Agent in accordance with its customary procedures, and utilizing such electronic or other quotation sources as it considers appropriate (rounded upwards, if necessary, to the next 1/16%), on the basis of the rates at which Dollar deposits are offered to major banks in the London interbank market on or about 11:00 a.m. (California time) 2 Business Days prior to the commencement of the applicable Interest Period, for a term and in amounts comparable to the Interest Period and amount of the LIBOR Rate Loan requested by Administrative Borrower in accordance with this Agreement, which determination shall be conclusive in the absence of manifest error.

  • Simulated Basis means the Carrying Value of any oil and gas property (as defined in Section 614 of the Code).

  • LIBOR Basis means a simple per annum interest rate equal to the lesser of ----------- (a) the Highest Lawful Rate, or (b) the sum of the LIBOR Rate plus the Applicable LIBOR Rate Margin. The LIBOR Basis shall, with respect to LIBOR Advances subject to reserve or deposit requirements, be subject to premiums for such reserve or deposit requirements assessed by each Lender to the extent incurred by such Lender, which are payable directly to each Lender. Once determined, the LIBOR Basis shall remain unchanged during the applicable Interest Period.

  • Adjustment Fraction shall have the meaning set forth in Section 11(a)(i) hereof.

  • Net Exercise means a Net Exercise as defined in Section 6.3(b)(iii).

  • Market Quotation means, with respect to one or more Terminated Transactions and a party making the determination, an amount determined on the basis of quotations from Reference Market-makers. Each quotation will be for an amount, if any, that would be paid to such party (expressed as a negative number) or by such party (expressed as a positive number) in consideration of an agreement between such party (taking into account any existing Credit Support Document with respect to the obligations of such party) and the quoting Reference Market-maker to enter into a transaction (the "Replacement Transaction") that would have the effect of preserving for such party the economic equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the parties under Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have been required after that date. For this purpose, Unpaid Amounts in respect of the Terminated Transaction or group of Terminated Transactions are to be excluded but, without limitation, any payment or delivery that would, but for the relevant Early Termination Date, have been required (assuming satisfaction of each applicable condition precedent) after that Early Termination Date is to be included. The Replacement Transaction would be subject to such documentation as such party and the Reference Market-maker may, in good faith, agree. The party making the determination (or its agent) will request each Reference Market-maker to provide its quotation to the extent reasonably practicable as of the same day and time (without regard to different time zones) on or as soon as reasonably practicable after the relevant Early Termination Date. The day and time as of which those quotations are to be obtained will be selected in good faith by the party obliged to make a determination under Section 6(e), and, if each party is so obliged, after consultation with the other. If more than three quotations are provided, the Market Quotation will be the arithmetic mean of the quotations, without regard to the quotations having the highest and lowest values. If exactly three such quotations are provided, the Market Quotation will be the quotation remaining after disregarding the highest and lowest quotations. For this purpose, if more than one quotation has the same highest value or lowest value, then one of such quotations shall be disregarded. If fewer than three quotations are provided, it will be deemed that the Market Quotation in respect of such Terminated Transaction or group of Terminated Transactions cannot be determined.

  • Daily Conversion Value means, for each of the 40 consecutive Trading Days during the Observation Period, 2.5% of the product of (a) the Conversion Rate on such Trading Day and (b) the Daily VWAP for such Trading Day.

  • Share Settlement means a number of shares of Class A Common Stock equal to the number of Redeemed Units.

  • Cash Exercise with respect to Warrant Shares; and/or

  • Minimum Exercise Amount means the Minimum Exercise Amount as specified in § 1 of the Product and Underlying Data.

  • Three-Month Secondary CD Rate means, for any day, the secondary market rate for three-month certificates of deposit reported as being in effect on such day (or, if such day is not a Business Day, the next preceding Business Day) by the Board through the public information telephone line of the Federal Reserve Bank of New York (which rate will, under the current practices of the Board, be published in Federal Reserve Statistical Release H.15(519) during the week following such day) or, if such rate is not so reported on such day or such next preceding Business Day, the average of the secondary market quotations for three-month certificates of deposit of major money center banks in New York City received at approximately 10:00 a.m., New York City time, on such day (or, if such day is not a Business Day, on the next preceding Business Day) by the Administrative Agent from three negotiable certificate of deposit dealers of recognized standing selected by it.

  • Applicable Treasury Rate for any redemption date, means the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) that has become publicly available at least two Business Days prior to the applicable redemption date of such Note (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the applicable redemption date to November 15, 2019; provided, however, that if the period from the applicable redemption date to November 15, 2019 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Applicable Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given except that if the period from the applicable redemption date to November 15, 2019 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

  • Fixed Conversion Price shall have the meaning set forth in Section 4(b).

  • Adjustment Spread means either (a) a spread (which may be positive, negative or zero) or (b) a formula or methodology for calculating a spread, in each case to be applied to the Successor Rate or the Alternative Rate (as the case may be) and is the spread, formula or methodology which:

  • Adjusted LIBOR Rate means, at any time with respect to any LIBOR Loan, a rate per annum equal to the LIBOR Rate as in effect at such time plus the Applicable Margin Percentage for LIBOR Loans as in effect at such time.

  • Automatic Route Selection or “ARS” means a service feature associated with a specific grouping of lines that provides for automatic selection of the least expensive or most appropriate transmission facility for each call based on criteria programmed into the system.

  • Adjusted Base Rate means the Base Rate plus the Applicable Percentage.