Effect of Certain Transactions. After a merger of one or more corporations with or into the Company or after a consolidation of the Company and one or more corporations in which the stockholders of the Company immediately prior to such merger or consolidation own after such merger or consolidation shares representing at least fifty percent (50%) of the voting power of the Company or the surviving or resulting corporation, as the case may be, the Holder shall, at no additional cost, be entitled upon exercise of this Option to receive in lieu of the shares of Common Stock as to which this Option was exercisable immediately prior to such event, the number and class of shares of stock or other securities, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) to which the Holder would have been entitled pursuant to the terms of the agreement of merger or consolidation if, immediately prior to such merger or consolidation, the Holder had been the holder of record of a number of shares of Common Stock equal to the number of shares for which this Option shall be so exercised. If the Company is merged with or into or consolidated with another corporation, other than a merger or consolidation in which the stockholders of the Company immediately prior to such merger or consolidation continue to own after such merger or consolidation shares representing at least fifty percent (50%) of the voting power of the Company or the surviving or resulting corporation, as the case may be, or if the Company is liquidated, or sells or otherwise disposes of substantially all its assets to another corporation while this Option remains outstanding, then
(i) subject to the provisions of clause (ii) below, after the effective date of such merger, consolidation, liquidation, sale or disposition, as the case may be, the Holder of this Option shall be entitled, upon exercise of this Option, to receive, in lieu of the shares of Common Stock as to which this Option was exercisable immediately prior to such event, the number and class of shares of stock or other securities, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) to which the Holder would have been entitled pursuant to the terms of the merger, consolidation, liquidation, sale or disposition if, immediately prior to such event, the Holder had been the holder of a number of shares of Common Stock equal to the number of sh...
Effect of Certain Transactions. Subject to Section 9, in the event of (a) the liquidation or dissolution of the Company or (b) a merger or consolidation of the Company (a “Transaction”), the Option shall continue in effect in accordance with its terms, except that following the Transaction either (i) each outstanding Option shall be treated as provided for in the plan of liquidation or dissolution adopted, or the agreement entered into, in connection with the Transaction or (ii) if not so provided in such plan or agreement, the Optionee shall be entitled to receive in respect of each share of Common Stock subject to the Option, upon exercise of the Option, the same number and kind of stock, securities, cash, property or other consideration that each holder of a share of Common Stock was entitled to receive in the Transaction in respect of a share of Common Stock; provided, however, that such stock, securities, cash, property, or other consideration shall remain subject to all of the conditions, restrictions and performance criteria which were applicable to the Option prior to such Transaction.
Effect of Certain Transactions. In the event of (i) the liquidation or dissolution of the Company or (ii) a merger or consolidation of the Company (a "Transaction"), the Option issued hereunder shall continue in effect in accordance with its terms and the Optionee shall be entitled to receive in respect of each Share subject to any outstanding Option, upon exercise of any Option, the same number and kind of stock, securities, cash, property, or other consideration that each holder of a Share was entitled to receive in the Transaction in respect of a Share. In the event that, after a Transaction, there occurs any Change in Capitalization with respect to the shares of a surviving or resulting corporation, then adjustments similar to, and subject to the same conditions as, those in Section 6 hereof shall be made by the Board.
Effect of Certain Transactions. In the case of a Sale Event, this Stock Option shall terminate upon the effective time of any such Sale Event unless provision is made in connection with such transaction in the sole discretion of the parties thereto for the continuation or assumption of this Stock Option heretofore granted, or the substitution of this Stock Option with a new Stock Option of the successor entity or a parent thereof, with such adjustment as to the number and kind of shares and the per share exercise prices as such parties shall agree. In the event of such termination, the Optionee shall be permitted, for a specified period of time prior to the consummation of the Sale Event as determined by the Board, to exercise all portions of the Stock Option which are then exercisable.
Effect of Certain Transactions a. Notwithstanding anything to the contrary or in the Agreement, the Optionee shall forfeit 100% of the Options granted pursuant to this Agreement, whether or not vested, if the Optionee breaches the provisions of subsections (b) or (d) of this Section 9.
b. During the period that the Optionee is employed by the Company or any affiliate of the Company (the "Service Term") and for a period of one year thereafter, the Optionee shall not, in the continental United States, directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of or be connected in any manner, including but not limited to holding the positions of shareholder, director, officer, consultant, independent contractor, employee, partner, or investor, with any Competing Enterprise. For purposes of this Section, the term "Competing Enterprise" shall mean any person, corporation, partnership or other entity engaged in the operation of an internet service provider. The prohibition of this Section 9 shall not be deemed to prevent Optionee from owning 2% or less of any class of equity securities registered under Section 12 of the Exchange Act. During the Service Term and for a period of one year thereafter, the Optionee shall not interfere with the Company's relationship with, or endeavor to entice away from the Company, any person who at any time during the Service Term was an employee or customer of the Company or otherwise had a material business relationship with the Company.
Effect of Certain Transactions. Notwithstanding anything to contrary in this Option Agreement, in the event that the Optionee has entered into a nondisclosure, invention and/or non-competition agreement with the Company, either separately or as part of an employment agreement, and the Optionee breaches any such agreement, the Optionee shall forfeit all of Number of Option Shares granted pursuant to this Option Agreement, whether or not vested or exercisable. INTERSEARCH GROUP, INC. By: The Optionee represents that the Optionee is familiar with the terms and provisions of this Option Agreement and hereby accepts the Option Agreement subject to all of the terms and provisions thereof. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board of Directors of the Company made in good faith upon any questions arising under this Option Agreement. The undersigned hereby acknowledges receipt of a copy of the Plan. Date: [Name of Optionee] InterSearch Group, Inc. _______________________ _______________________ Attn: President Re: Exercise of Incentive Stock Option Dear Sirs: Pursuant to the terms and conditions of the Incentive Stock Option Agreement dated as of , 200 (the “Agreement”), between (“Optionee”) and InterSearch Group, Inc. (the “Company”), Optionee hereby agrees to purchase shares (the “Shares”) of the Stock of the Company and tender payment in full for such shares in accordance with the terms of the Agreement. The Shares are being issued to Optionee in a transaction not involving a public offering and pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “1933 Act”). In connection with such purchase, Optionee represents, warrants and agrees as follows:
1. The Shares are being purchased for the Optionee’s own account and not for the account of any other person, with the intent of holding the Shares for investment and not with the intent of participating, directly or indirectly, in a distribution or resale of the Shares or any portion thereof.
2. The Optionee is not acquiring the Shares based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Shares, but rather upon independent examination and judgment as to the prospects of the Company.
3. The Optionee has had complete access to and the opportunity to review all material documents related to the business of the Company, has examined all such documents as the Optionee desired, is...
Effect of Certain Transactions. Upon the effectiveness of a Transaction, unless provision is made in connection with the Transaction for the assumption of this Option, or the substitution of this Option with new options of the successor entity or parent thereof, with appropriate adjustment to the number of Option Shares and, if appropriate, the Exercise Price, pursuant to the terms of the Plan (the "Assumption"), all of the remaining Option Shares, to the extent not vested and exercisable, shall, subject to and conditioned upon the effectiveness of the Transaction, become vested and exercisable fifteen (15) days prior to the anticipated effective date of the Transaction, as determined by the Company. Further, unless there is an Assumption of this Option, this Option shall terminate upon the effectiveness of the Transaction. In the event of such termination, the Optionee shall be permitted to exercise this Option for a period of at least fifteen (15) days prior to the anticipated effective date of such Transaction to the extent that it is then vested and exercisable (after giving effect to the acceleration of vesting, if any, provided for in this Section 9), provided, however, that the exercise of the portion of this Option that becomes vested and exercisable pursuant to the acceleration provision of this Section 9 shall be subject to and conditioned upon the effectiveness of the Transaction. In addition, if there is an Assumption and the Optionee's Service Relationship with such successor entity is, on or within six (6) months after such Transaction, (i) terminated by the successor entity without Cause, or (ii) terminated by the Optionee for Good Reason, then one hundred percent (100%) of the shares of Common Stock subject to this Option, to the extent not fully vested and exercisable, shall become fully vested and exercisable. In the event that the vesting of this Option is accelerated following an Assumption pursuant to this Section 9, Optionee shall be given a period of three (3) months following such termination to exercise this Option.
Effect of Certain Transactions. Subject to Section 7 hereof, upon the effective date of the liquidation, dissolution, merger or consolidation of the Company (in each case, a "Transaction"), the Option shall continue in effect in accordance with its terms, except that following a Transaction either (a) the Option shall be treated as provided for in the plan or agreement entered into in connection with the Transaction (the "Transaction Agreement") or (b) if not so provided in the Transaction Agreement, the Grantee shall be entitled to receive in respect of all Shares subject to the Option, upon exercise of the Option, the same number and kind of stock, securities, cash, property or other consideration that each holder of Shares was entitled to receive in the Transaction.
Effect of Certain Transactions. Subject to Section 7 hereof, upon the effective date of (a) the liquidation or dissolution of the Company or (b) a merger or consolidation of the Company (a “Transaction”), the Option shall continue in effect in accordance with its terms and the Optionee shall be entitled to receive in respect of all Shares subject to the Option, upon exercise of the Option, the same number and kind of stock, securities, cash, property or other consideration that each holder of Shares was entitled to receive in the Transaction.
Effect of Certain Transactions. Notwithstanding any provision in this Option to the contrary, this Option will become exercisable in full immediately if, subsequent to the Grant Date set forth above, any of the following events shall occur while the Optionee is an employee of or providing services to the Company or an Affiliate:
a. The sale, lease, exchange or other transfer, directly or indirectly, of all or substantially all of the assets of the Company (in one transaction or in a series of related transactions) to a person or entity that is not controlled by the Company,
b. The approval by the Company’s shareholders of any plan or proposal for the liquidation or dissolution of the Company;
c. Any persons or entities become the owner, directly or indirectly, of more than fifty percent (50%) of the combined voting power of the outstanding securities of the Company ordinarily having the right to vote at elections of directors who were not owners of at least fifty percent (50%) of such combined voting power as of the Grant Date; and
d. A merger or consolidation to which the Company is a party if the shareholders of the Company immediately prior to the effective date of such merger or consolidation have, solely on account of ownership of securities of the Company at such time, ownership immediately following the effective date of such merger or consolidation of securities of the surviving company representing less than fifty percent (50%) of the combined voting power of the surviving corporation’s then outstanding securities ordinarily having the right to vote at elections of directors. Notwithstanding any provision in the Option Plan or this Option Agreement to the contrary, the Board of Directors or the Committee shall not have the power or right, either before or after the occurrence of an event described in subparagraphs a. through d. above, to rescind, modify or amend the provisions of this Section without the consent of the Optionee. Provided, however, in the sole discretion of the Board of Directors or Committee, this Option and all Option Shares granted hereunder will terminate upon the closing of an event described in subparagraphs a. through d. above, with such termination to be deemed to occur immediately after Optionee is provided with the opportunity to exercise the Optionee’s right to purchase any Option Shares that are then exercisable under the Option.
