Option Exercise Shares definition

Option Exercise Shares means the shares of Common Stock issued upon the applicable exercise of the Option or a portion of the Option.
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Option Exercise Shares has the meaning set forth in the Recitals.
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Option Exercise Shares means the cumulative total number of shares of Stock that would have been delivered to the Management Stockholder upon his exercise of any Option, but for the Management Stockholder’s election, at the time of any such exercise of any such Option, to sell, pursuant to a Cashless Exercise Program, the number of shares of Stock that would otherwise have been delivered to the Management Stockholder upon such exercise having a Fair Market Value, at each such exercise, equal to the sum of (x) the Option Exercise Price being paid by the Management Stockholder at the time of such exercise and (y) the minimum dollar amount of the withholding due in respect of any Federal, state or local income and employment taxes due in respect of such exercise at such time (“Withholding Taxes”). The Company shall accurately maintain a written accounting at all times of the number of Option Exercise Shares that have (i) accumulated through the Management Stockholder’s exercise of any Options in the manner described herein and (ii) been used to reduce the number of shares of Stock available to be registered under Section 7(c) of this Agreement, which written accounting shall be available to the Management Stockholder Entities at any time upon reasonable advance written request to review delivered to the Company by any Management Stockholder Entity (such written accounting, the “Option Exercise Share Tally”).
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Examples of Option Exercise Shares in a sentence

  • The Company shall not close its books against the transfer of any Option or any Option Exercise Shares in any manner which interferes with the timely exercise of such Option.

  • The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of issuance upon the exercise of the Option, a number of shares of Common Stock equal to the aggregate Option Exercise Shares issuable upon the exercise of the Option.

  • The Entitlements accruing in respect of Option Exercise Shares are not underwritten.

  • Buyer, Seller, and the holders of Stock Options desire to effect a transaction, in accordance with the terms of this Agreement, as a result of which the holders of Stock Options will exercise their vested Stock Options, and the Seller Owned Shares and the Option Exercise Shares (collectively, the “JJMA Shares”) shall be sold by Seller and the holders of Stock Options to Buyer on the terms and conditions set forth in this Agreement (the “Transaction”).

  • ASEP covenants and agrees with each of the SafeCoat Shareholders that upon satisfaction of each of the Voluntary Escrow Release Milestones set forth above, as determined by ASEP acting in good faith, ASEP will provide written instructions to its transfer agent to revise the legends on the certificates or direct registration statements representing such ASEP Option Exercise Shares to reflect the release of the applicable number of ASEP Option Exercise Shares from the Voluntary Escrow.

  • Each of the SafeCoat Shareholders acknowledges and agrees to legends being placed on the certificates or direct registration statements representing the ASEP Option Exercise Shares to give effect to the Voluntary Escrow.

  • The Option Holders shall have exercised all of the Vested Options and acquired the Option Exercise Shares.

  • As of the Closing Date, the Option Holders will own, beneficially and of record, the Option Exercise Shares free and clear of all Encumbrances.

  • If all entitled existing Optionholders elect to exercise all their Options prior to the Record Date and participate in the Offer, a further 7,600,000 New Shares may be issued under this Prospectus (Option Exercise Shares).

  • Immediately prior to the Closing, the Option Holders shall exercise all their Vested Options and JJMA shall issue to them the Option Exercise Shares.


More Definitions of Option Exercise Shares

Option Exercise Shares means shares of Company Capital Stock issuable upon the exercise of a Company Option as of immediately prior to the First Merger Effective Time; provided that, solely for purposes of the definition of “Additional Per Share Consideration,” Section 2.6(c)(iv) and Section 8.1 of Exhibit E, “Option Exercise Shares” shall include shares of Company Capital Stock that would be issuable upon the exercise of Promised Options if such Promised Options had been granted as of immediately prior to the First Merger Effective Time.
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Option Exercise Shares has the meaning given in the Option Scheme; Option Scheme means the scheme of arrangement under part 5.1 of the Corporations Act between SMX and Option Scheme Participants in respect of all the Scheme Options, substantially in the form set out Annexure 2, or in such other form as is agreed between Lionheart and SMX, together with any amendment or modification made pursuant to section 411(6) of the Corporations Act and approved by SMX and Lionheart.
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Related to Option Exercise Shares

  • Exercise Shares means the shares of Common Stock issuable upon exercise of this Warrant.

  • Option Exercise Price means the price at which a share of Common Stock may be purchased upon the exercise of an Option.

  • Option Exercise Notice has the meaning set forth in Section 2.4(c).

  • Option Exercise Period has the meaning set forth in Section 6.4.

  • Option Exercise Date has the meaning specified in Section 2.1.

  • Option Shares shall have the meaning ascribed to such term in Section 2.2(a).

  • Warrant Stock means Common Stock issuable upon exercise of any Warrant or Warrants or otherwise issuable pursuant to any Warrant or Warrants.

  • Option Warrants shall have the meaning ascribed to such term in Section 2.2(a).

  • Option Stock shall have the meaning set forth in Section 2(a) hereof.

  • Aggregate Option Exercise Price means, as of any date of determination, the sum of the exercise prices payable upon exercise in full of all Vested Options held by all Optionholders immediately prior to the Effective Time, based on the Estimated Merger Consideration or the Final Adjusted Merger Consideration, as applicable.

  • Warrant Shares means the shares of Common Stock issuable upon exercise of the Warrants.

  • Common Warrant Shares means the shares of Common Stock issuable upon exercise of the Common Warrants.

  • Warrant Exercise Period shall commence (subject to Section 6(d) below), on the later of:

  • Optioned Shares means the shares of Common Stock that are issued pursuant to the exercise of the Options;

  • Unit Shares has the meaning ascribed thereto in the first paragraph of this Agreement;

  • Issuance Shares means all shares of Common Stock issued or issuable pursuant to an Issuance that has occurred or may occur in accordance with the terms and conditions of this Agreement.

  • Initial Warrant Exercise Date means __________, 1997.

  • Settlement Shares With respect to any Settlement Date, a number of Shares, not to exceed the Base Amount, designated as such by Party B in the related Settlement Notice or by Party A pursuant to “Termination Settlement” below; provided that on the Maturity Date the number of Settlement Shares shall be equal to the Base Amount on such date.

  • Reload Option means any Option granted under Section 6(a)(iv) of the Plan.

  • Warrant Exercise Price means $0.05 per share.

  • Number of Option Shares means shares of Stock, as adjusted from time to time pursuant to Section 9.

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

  • PIPE Shares shall have the meaning given in the Recitals hereto.

  • Vested Shares means "Vested Shares" as defined in the Award Agreement.

  • Common Shares means the common shares in the capital of the Corporation;

  • Warrant Share Delivery Date shall have the meaning set forth in Section 2(d)(i).