Option Exchange Agreement definition

Option Exchange Agreement means the agreement between the Company and each Resulting Issuer Replacement Optionholder, whereby the Company grants a Resulting Issuer Replacement Option to such Resulting Issuer Replacement Optionholder.
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Option Exchange Agreement means the agreement entered into between the Company and a holder of a Company Option that is an Accredited Investor, in the form attached hereto as Exhibit B, pursuant to which a Company Option is either converted into the right to receive Merger Shares upon the Closing or is terminated effective immediately prior to the Closing.
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Option Exchange Agreement means the agreement in the form of EXHIBIT D hereto, whereby the holders of options to acquire Seller Common Stock are exchanged as provided therein.
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Examples of Option Exchange Agreement in a sentence

  • Axent and Raptor shall enter into the Stock Option Exchange Agreement in the form attached hereto as EXHIBIT G.

  • Director and EERG entered into that certain Stock Option Exchange Agreement dated the 14th day of October, 2009 under which the Director agreed to cancel and terminate all Prior Stock Option Agreements, defined below, and all options granted thereunder in exchange for the issuance of a designated number of shares of its restricted common stock (the “Restricted Shares”).

  • Prior to the Effective Time, the Company shall use its reasonable efforts to cause each holder of outstanding Stock Options to execute an Option Exchange Agreement in form and substance acceptable to Acquiror, and shall take such other action as may be necessary to carry out the terms of this Section 1.09." Amendment to Section 1.11(b) of the Agreement.

  • Each holder of Company options shall have -------------------------- entered into an Option Exchange Agreement, in form and substance as set forth on Exhibit D hereto (with appropriate modifications in accordance with Section --------- 5.12), with respect to all Company options held by such person.

  • The above provisions of this Section 7.2, other than subsection (5) and this subsection (7), shall not apply to any Amalgamation Option, and each Amalgamation Option shall, subject to subsection (5), only expire on the expiry date of such Amalgamation Option determined in accordance with the Business Combination Agreement and the relevant Option Exchange Agreement.

  • Executive and EERG entered into that certain Stock Option Exchange Agreement dated the 14th day of October, 2009 under which the Executive agreed to cancel and terminate all Prior Stock Option Agreements, defined below, (and all options granted thereunder) and all provisions in any Employment Agreement, defined below, relating to the grant of stock options in exchange for the issuance of a designated number of shares of its restricted common stock (the “Restricted Shares”).

  • The Option Price under each Option shall be not less than the Discounted Market Price on the Grant Date, provided that notwithstanding the foregoing, the Option Price of the Resulting Issuer Replacement Options shall be set out in the applicable Option Exchange Agreement and as determined in accordance with the Amalgamation Agreement.

  • Treatment of Stompy Bot Options All of the holders (“Stompy Bot Optionholders”) of stock options (“Stompy Bot Options”) of Stompy Bot that were not duly exercised prior to the Closing, whether vested or unvested, were exchanged for stock options of the Company (“Exchange Options”) pursuant to an Option Exchange Agreement entered into between the Company, Stompy Bot and each of the Stompy Bot Optionholders on a basis of one (1) Exchange Option for each 2.1323 Stompy Bot Options.

  • Pursuant to the terms of the ABM Stock Option Exchange Agreement, the foregoing optionees have agreed to convert their options on ABM shares into options on Ivanhoe Mining Ltd.

  • Pursuant to the Purchase Agreement for the Zond Acquisition, certain employees of Zond Corporation will elect to exchange options to purchase shares of common stock of Zond Corporation for an option to purchase shares of common stock of the Corporation (an "Option") according to the provisions of the agreements by and between each such employee and the Corporation (an "Option Exchange Agreement").


More Definitions of Option Exchange Agreement

Option Exchange Agreement if required by FansUnite and Askott, means an option exchange agreement, in form and substance reasonably satisfactory to FansUnite, to be entered into among FansUnite, Askott, and each holder of Askott Class Two Options on or prior to the Effective Date to effect the exchange of the Askott Existing Options for FansUnite Replacement Options such that (i) the number of FansUnite Common Shares underlying such FansUnite Replacement Option shall be equal to the number of Askott Common Shares underlying the Askott Existing Option multiplied by the Exchange Ratio, (ii) the exercise price per FansUnite Common Share underlying such FansUnite Replacement Option shall be equal to $0.26, and (iii) the vesting conditions attached to the FansUnite Replacement Option shall be equal to the vesting conditions attached to the Askott Existing Option; provided, however, that such FansUnite Replacement Option shall otherwise be subject to the terms and conditions of the FansUnite Option Plan and the Exchange.
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Option Exchange Agreement is defined in Section 1.5.
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Option Exchange Agreement has the meaning set forth in Section 2.4(c)(v).
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Option Exchange Agreement means the option exchange agreement in the agreed form;
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Option Exchange Agreement has the meaning set forth in the Recitals. “Order” means any order, judgment, injunction, award, decree or writ adopted or imposed by, including any consent decree, settlement agreement or similar written agreement with, any Governmental Authority. “Ordinary Course of Business” means the ordinary and usual course of business of the Company consistent with past practice. “Organizational Documents” means the legal document(s) by which any Person (other than an individual) establishes its legal existence or which govern its internal affairs. For example, the “Organizational Documents” of a corporation are its certificate of incorporation, articles of incorporation, by-laws and equityholder agreements relating to the organization or governance of such corporation, the “Organizational Documents” of a limited partnership are its limited partnership agreement and certificate or declaration of limited partnership and the “Organizational Documents” of a limited liability company are its operating agreement and certificate of formation, including, in each case, any applicable amendments thereto. “Owned Intellectual Property” means Intellectual Property in which the Company has or purports to have an ownership interest of any nature (whether exclusively, jointly with another Person, or otherwise). “Owned Registered Intellectual Property” means Registered Intellectual Property in which the Company has or purports to have an ownership interest of any nature (whether exclusively, jointly with another Person, or otherwise). “Parent” has the meaning set forth in the preamble to this Agreement.
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Related to Option Exchange Agreement

  • Exchange Agreement has the meaning set forth in the Recitals.

  • Share Exchange Agreement has the meaning specified in the Recitals.

  • Stock Purchase Agreement means the agreement between the Company and a Purchaser who acquires Shares under the Plan that contains the terms, conditions and restrictions pertaining to the acquisition of such Shares.

  • Common Stock Purchase Agreement means an agreement among the Investor and/or PJC, Emergent and any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer and elects to participate, substantially in the form attached hereto as Exhibit A, pursuant to which Emergent will issue and sell (a) to the Investor and/or PJC, in the aggregate, 75,000,000 Shares at a price of $0.20 per share, and (b) to any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer that so requests, for every $1,000.00 of principal amount of Convertible Notes that it tenders into the Convertible Note Exchange Offer, 500 Shares at a price of $0.20 per share; provided, that the aggregate maximum number of Shares to be so issued and sold to the Convertible Note Holders who accept and exchange all of their Convertible Notes in the Convertible Note Exchange Offer pursuant to the Common Stock Purchase Agreement shall not exceed 40,000,000.

  • Option Exchange Program means a program whereby outstanding Options are surrendered in exchange for Options with a lower exercise price.

  • Unit Purchase Agreement means the Common Unit and Class B Unit Purchase Agreement, dated as of December 1, 2006, among the Partnership and the purchasers named therein.

  • Exchange Agreements means the GSK Exchange Agreement, the Pfizer Exchange Agreement and the SLP Exchange Agreement;

  • Put Option Agreement has the meaning set forth in the recitals.

  • Master Settlement Agreement means the settlement agreement and related documents entered into on November 23, 1998, by the state and leading United States tobacco product manufacturers.

  • Share Transfer Agreement means the share transfer agreement, in the agreed form, between the partners in the Company;

  • Share Purchase Agreement has the meaning set forth in the Recitals.

  • Shareholder Agreement has the meaning set forth in the Recitals.

  • Alternate VRDP Shares Purchase Agreement means any agreement with a successor liquidity provider replacing the VRDP Shares Purchase Agreement (or any replacement therefor) upon its termination in accordance with its terms and containing a Purchase Obligation substantially similar to the Purchase Obligation therein, as determined by the Fund.

  • Investment Agreement shall have the meaning set forth in the Recitals hereto.

  • Restricted Stock Purchase Agreement means a written agreement between the Company and the Optionee evidencing the terms and restrictions applying to stock purchased under a Stock Purchase Right. The Restricted Stock Purchase Agreement is subject to the terms and conditions of the Plan and the Notice of Grant.

  • Transaction Agreement has the meaning set forth in the recitals.

  • Stock Purchase Agreements the meaning set forth in the recitals to this Agreement.

  • Preferred Stock Purchase Agreement means the Preferred Stock Purchase Agreement, dated September 7, 2008, between the Company and the United States Department of the Treasury.

  • Conversion Agreement shall have the meaning set forth in the Recitals.

  • Sub-grant Agreement means an agreement entered into, or proposed to be entered into, between the Bank and a Sub-grant Recipient;

  • Listing Agreement means an agreement that is to be entered into between a recognised stock exchange and the Company pursuant to Securities and Exchange Board (Listing Obligations and Disclosure Requirements), 2015

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

  • Structured settlement agreement means the agreement, judgment, stipulation, or release embodying the terms of a structured settlement.

  • Master Transaction Agreement has the meaning set forth in the recitals.

  • Equity Purchase Agreement means that certain Amended and Restated Purchase Agreement, dated as of March 17, 2008, among the Borrower and the several “Investors” named therein, including all exhibits and schedules thereto, as in effect on the Original Effective Date.

  • Synthetic Purchase Agreement means any swap, derivative or other agreement or combination of agreements pursuant to which Holdings, the Borrower or any Subsidiary is or may become obligated to make (a) any payment in connection with a purchase by any third party from a person other than Holdings, the Borrower or any Subsidiary of any Equity Interest or Restricted Indebtedness or (b) any payment (other than on account of a permitted purchase by it of any Equity Interest or Restricted Indebtedness) the amount of which is determined by reference to the price or value at any time of any Equity Interest or Restricted Indebtedness; provided that no phantom stock or similar plan providing for payments only to current or former directors, officers or employees of Holdings, the Borrower or the Subsidiaries (or to their heirs or estates) shall be deemed to be a Synthetic Purchase Agreement.