Examples of Company Option Award in a sentence
The Company shall take all actions necessary to terminate and cancel each Company Option Award with an exercise price per share that is equal to or greater than the Merger Consideration at the Effective Time in accordance with the terms of the applicable Company Stock Plan without any cash payment being made in respect thereof and the holder of such Company Option Award shall have no further rights in respect thereof.
Except as otherwise provided in the foregoing, each such Parent Option Award shall continue to have, and shall be subject to, the same terms and conditions as applied to the corresponding Company Option Award immediately prior to the Effective Time.
All outstanding shares of capital stock of the Company have been, and all shares that may be issued pursuant to any Company Option Award or Company Restricted Stock Award will be, duly authorized and validly issued and fully paid and non-assessable and were or will be, as the case may be, issued free of preemptive rights.
Each award held by (i) a Crane Company Employee who is not a member of the Executive Officer Group, (ii) a Crane Company Legacy Award Holder, or (iii) a Crane NXT, Co. Legacy Award Holder, shall be converted, as of the Effective Time, into a Crane Company Option Award and shall, except as otherwise provided in this Section 3.7, be subject to the same terms and conditions after the Effective Time as were applicable to such Crane Holdings, Co. Option Award immediately prior to the Effective Time.
Each award held by a member of the Executive Officer Group shall be converted, as of the Effective Time, into a Crane NXT, Co. Option Award and a Crane Company Option Award and shall, except as otherwise provided in this Section 3.7, be subject to the same terms and conditions after the Effective Time as were applicable to such Crane Holdings, Co. Option Award immediately prior to the Effective Time.
Notwithstanding anything to the contrary contained herein, following the Effective Time, each Crane NXT, Co. Option Award and Crane Company Option Award will remain subject to the same time-vesting conditions as in effect prior to the Distribution, except that the relevant service for the purposes of fulfilling such vesting conditions will be service to the award holder’s employer immediately following the Distribution.
Each Company Option Award was granted with an exercise price equal to or greater than the fair market value of such underlying share of Common Stock on the date of grant in compliance with Section 409A of the Code, has not had its exercise date or grant date delayed or “back-dated,” and has been issued in compliance in all material respects with the applicable Company Stock Plan under which it was granted and all applicable Laws.
The Company shall provide that, following the Effective Time, no holder of any Company RSU Award, Company PSU Award, or Company Option Award shall have the right to acquire any voting or equity securities or interest in the Company or the Surviving Corporation in respect thereof.
At the Effective Time, each Company Option Award that is outstanding and unexercised as of immediately prior to the Effective Time shall cease to represent a right to acquire shares of Company Common Stock and shall be automatically canceled and terminated without consideration payable or owed therefor.
For the avoidance of doubt, any Company Option Award, whether vested or unvested, with a per share exercise price greater than or equal to the Merger Consideration shall be canceled for no consideration as of immediately prior to the Effective Time.