Employee Share Options Sample Clauses

Employee Share Options. Within [ ] Business Days of the Completion Date, the Company shall adopt a Share Option Plan in a form acceptable to the Investor Majority (subject to a maximum option pool of [ ] Ordinary Shares (the “Share Option Pool”)). [Note insert relevant details] The Board and the Investor Director The members of the Board immediately following Completion shall be [the Founders] and the Investor Director (if appointed). Board meetings will be held at intervals of not more than [ ] weeks. [Note: insert details] For so long as the Investors hold not less than [ ]% of the issued equity shares in the Company from time to time they shall have the right to appoint and maintain in office such natural person as the Investor Majority may from time to time nominate as a director of the Company (and as a member of each and any committee of the Board) and to remove any director so appointed and, upon his removal whether by the Investors or otherwise, to appoint another director in his place. [The Investors shall have the right to appoint one person as the Investor Majority may from time to time nominate to act as an observer to the Board. The observer shall be entitled to attend and speak at all meetings of the Board and receive copies of all board papers as if he were a Director but shall not be entitled to vote on any resolutions proposed at a board meeting.] Appointment and removal of the Investor Director and any observer appointed by the Investors shall be by written notice to the Company which shall take effect on delivery at its registered office or at any meeting of the Board or committee thereof. The Company shall send to the Investors, the Investor Director and any observer appointed by the Investors: reasonable advance notice of each meeting of the Board (being not fewer than five Business Days) and each committee of the Board, such notice to be accompanied by a written agenda specifying the business to be discussed at such meeting together with all relevant papers; and as soon as practicable after each meeting of the Board (or committee of the Board) a copy of the minutes. Save with the prior written consent of the Investor Director (if appointed), no business shall be transacted at any meeting of the Board (or committee of the Board) save for that specified in the agenda referred to in clause 8.5. The Company will reimburse the Investor Director with the reasonable costs and out of pocket expenses incurred by him in respect of attending meetings of the Company or ...
Sample 1
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Employee Share Options. Within [ ] Business Days of the Completion Date, the Company shall adopt a Share Option Plan in a form acceptable to the Investor Majority whereby options over Ordinary Shares (subject to a maximum option pool of [ ] Ordinary Shares) may be granted to directors, employees and consultants of the Company pursuant to the Share Option Plan in such number as may be decided by the Board (with the consent of the Investor Directors). [Note insert relevant details]
Sample 1
Employee Share Options. Save with Founder Consent, the consent of a Series A Majority and a Series B Majority, the Company shall not issue options to directors, employees and consultants of any Group Company save for options in respect of a maximum of 915,613 B Ordinary Shares (including all option giants currently pending) pursuant to the Share Option Plan, the recipients and the terms of all such option grants to be approved by the Board.
Sample 1
Employee Share Options. 10.1 The parties acknowledge and agree that any options held by any employee of Midas (including the Sellers) under the rules of the Tier Technologies Inc, Class B Common Stock Amended and Restated 1996 Equity Incentive Plan ("the Plan") and whose options are deemed to have vested as at today's date under the rules of the Plan and the terms of grant of such options, shall be exercisable in accordance with the rules of the Plan and the terms of grant of the options, but only for so long as the rules and terms of grant provide, but that any options granted to any such employee under the plan that have not vested as at today's date shall automatically lapse.
Sample 1
Employee Share Options. All employee share option plans of the ---------------------- Company shall have been terminated and all Employee Share Options issued thereunder shall have been duly accelerated (if necessary) and exercised through Cashless Exercises, and Sellers shall have provided to Purchaser written evidence, in form and substance reasonably satisfactory to Purchaser, that such Employee Share Options have been so exercised. For purposes of this Section 7.13 and elsewhere in this Agreement, "Cashless Exercise" shall mean the exercise of ----------------- an Employee Share Option whereby, rather than pay the applicable exercise price of the Employee Share Option in cash to the Company in consideration of the full number of Shares underlying such Employee Share Option, the holder thereof tenders such Employee Share Option to the Company in consideration of the number of Shares (rounded upwards to the nearest whole number of Shares) having a fair market value (determined by reference to the Purchase Price) equal to the difference between (a) the fair market value (determined by reference to the Purchase Price) of the Shares underlying such Employee Share Option and (b) the aggregate exercise price of such Employee Share Option. The Board of Directors of the Company shall cause all of the granted Employee Share Options to be accelerated by the holders of such options. Sellers shall have provided to Purchaser (i) written evidence, in form and substance reasonably satisfactory to Purchaser, that all individual income tax payable in the PRC in connection with the exercise of such Employee Share Options has been duly paid or (ii) an opinion of counsel in form and substance reasonably satisfactory to Purchaser to the effect that no such taxes are payable, along with representation and indemnification letters from the relevant Sellers in form and substance reasonably satisfactory to the Purchaser to the effect that no such taxes are payable.
Sample 1
Employee Share Options. (a) Parent is not assuming or continuing any Company Share Option Plan. Parent is not continuing, assuming or substituting for any Company Options or other convertible securities granted under any Company Share Option Plan. With effect immediately prior to and conditional upon the Closing, and in accordance with the terms of each Company Share Option Plan, the vesting and exercisability of all outstanding Company Options granted under such Company Share Option Plan shall be accelerated in full. At or prior to the Closing, the board of directors of the Company shall adopt any resolutions, in form and substance reasonably satisfactory to Parent, and take any actions which are necessary, to effectuate the provisions of this Section 1.5(a), including the adoption of resolutions terminating each Company Share Option Plan.
Sample 1
Employee Share Options. The Company has issued options to the following employees to acquire the number of shares set forth next to each such employee’s name below: EMPLOYEE SHARES Zxxxx Xxxx Yan 490,000.00 Tang Hxx Xxxx 590,000.00 Lxx Eng Lxxxx 10,000.00 Cxxx Man Wai 10,000.00 Sxxxx Xxxx 10,000.00 Ng Kxxx Xxx 10,000 Yik Lx Xxx 5,000 TOTAL 1,125,000.00 Schedule 3.2(d) Dividend Reinvestment Plans None. Schedule 3.4(a) Subsidiaries and Joint Ventures In addition to the Subsidiaries described in the SEC Reports, 广西柳州百草堂药业有限公司贵港分公司(Guangxi Liuzhou Baicaotang Medicine Limited, Guigang Branch), 广西柳州百草堂药业有限公司来宾分公司(Guangxi Liuzhou Baicaotang Medicine Limited, Laibin Branch) and 广西柳州百草堂药业有限公司中药饮片厂(Guangxi Liuzhou Baicaotang Medicine Limited, Zhongyao Yinpian Branch) are branches of Guangxi Liuzhou Baicaotang Medicine Limited (“BCT Medicine”), which will be reorganized and consolidated into BCT Medicine. Schedule 3.4(b) Subsidiaries and Joint Ventures See SEC Reports. Schedule 3.5(a) Conflicts Pursuant to the Subscription Agreements, dated October 23, 2009, by and between the Company and the investors that are signatories thereto, the Company must notify the co-placement agents for such transaction of the issuance contemplated by the Agreement and grant to each investor a right of first refusal to participate in the transaction. Such notice has been given and the period for exercise of such right has expired. Schedule 3.5(b) Company Approvals None. Schedule 3.5(c) Contractual Consents None. Schedule 3.7 Absence of Certain Changes See SEC Reports. Schedule 3.8 No Undisclosed Liabilities See SEC Reports. Schedule 3.9 Litigation See SEC Reports. Schedule 3.10 Licenses See SEC Reports.
Sample 1
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Employee Share Options. 4.13 Employee Share Options may be granted as the Board sees fit to employees of the Company and its Subsidiaries provided that the initial pool of such Employee Share Options shall in aggregate relate to a number of Shares which does not exceed 12% of the issued share capital of the Company at the date of this Agreement (fully diluted to take account of such Employee Share Options).
Sample 1
Employee Share Options. Holdings hereby agrees that it will not issue share options or similar rights to employees of Holdings and its subsidiaries except in accordance with good business practices and in accordance with a share option plan previously notified to the Purchasers.
Sample 1

Related to Employee Share Options

  • Share Options With respect to the share options (the “Share Options”) granted pursuant to the share-based compensation plans of the Company and its subsidiaries (the “Company Share Plans”), (i) each Share Option intended to qualify as an “incentive stock option” under Section 422 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), so qualifies, (ii) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was made in accordance with the terms of the Company Share Plans, the Exchange Act, and all other applicable laws and regulatory rules or requirements, including the rules of the New York Stock Exchange (the “Exchange”), and (iv) each such grant was properly accounted for in accordance with IFRS in the financial statements (including the related notes) of the Company. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Share Options prior to, or otherwise coordinating the grant of Share Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or prospects.

  • Employee Options There are two (2) options available to an employee who is otherwise eligible for disability insurance benefits which are as follows:

  • Employee Stock Options (a) At the Effective Time, each Eligible Stock Option that is then outstanding under the Company Option Plan, whether vested or unvested, shall be assumed by Parent in accordance with the terms (as in effect as of the date of this Agreement) of the Company Option Plan and the stock option agreement by which such Eligible Stock Option is evidenced. All rights with respect to Company Common Stock under outstanding Eligible Stock Options shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time, (a) each Eligible Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (b) the number of shares of Parent Common Stock subject to each such assumed Eligible Stock Option shall be equal to the number of shares of Company Common Stock that were subject to such Eligible Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, (c) the per share exercise price for the Parent Common Stock issuable upon exercise of each such assumed Eligible Stock Option shall be determined by dividing the exercise price per share of Company Common Stock subject to such Eligible Stock Option, as in effect immediately prior to the Effective Time, by the Exchange Ratio, and rounding the resulting exercise price up to the nearest whole cent, and (d) all restrictions on the exercise of each such assumed Eligible Stock Option shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Eligible Stock Option shall otherwise remain unchanged; provided, however, that each such assumed Eligible Stock Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective Time. The Company and Parent shall take all action that may be necessary (under the Company Option Plan and otherwise) to effectuate the provisions of this Section 1.6.

  • Share Option Plans Each share option granted by the Company under the Company’s share option plan was granted (i) in accordance with the terms of the Company’s share option plan and (ii) with an exercise price at least equal to the fair market value of the Ordinary Shares on the date such share option would be considered granted under GAAP and applicable law. No share option granted under the Company’s share option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, share options prior to, or otherwise knowingly coordinate the grant of share options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.

  • Employee Stock Option Plan Employee shall be entitled to participate in the Employee Stock Option Plan of the Company once approved by the Board of Directors.

  • Company Stock Options (i) Effective as of the Effective Time, each then outstanding option to purchase shares of Company Common Stock (each a “Company Stock Option”), pursuant to the Company’s equity-based compensation plans (the “Company Stock Plans”) and the award agreements evidencing the grants thereunder, granted prior to the date of this Agreement to any current or former employee or director of, consultant or other service provider to, the Company or any of its Subsidiaries shall immediately vest and become exercisable in accordance with the terms of the Company Stock Plans, shall be assumed by Parent and shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into an option to purchase a number of shares of Parent Common Stock (an “Assumed Stock Option”) equal to (i) the number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time multiplied by (ii) the Equity Award Exchange Ratio (rounded down to the nearest whole share); and the per share exercise price for Parent Common Stock issuable upon the exercise of such Assumed Stock Option shall be equal to (i) the exercise price per share of Company Common Stock at which such Company Stock Option was exercisable immediately prior to the Effective Time divided by (ii) the Equity Award Exchange Ratio (rounded up to the nearest whole cent), provided, however, that such conversion and assumption of the Assumed Stock Options shall comply with the regulations and other binding guidance under Section 409A of the Code. Except as otherwise provided herein, the Assumed Stock Options shall be subject to the same terms and conditions (including expiration date and exercise provisions after taking into account the accelerated vesting of the Company Stock Options as of the Effective Time as contemplated by the Company Stock Plans) as were applicable to the corresponding Company Stock Options immediately prior to the Effective Time.

  • Vested Company Options No Vested Company Options shall be assumed or continued by Parent and the Company in connection with the Merger or the other transactions contemplated hereby. Each Vested Company Option outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive at the Effective Time with respect to each share subject thereto, subject to the execution and delivery by such Company Option Holder of an option cancellation agreement (which shall include a release) in a form mutually acceptable to Parent and the Company (an “Option Cancellation Agreement”), an amount in cash, without interest, equal to the excess, if any, of the Per Share Common Consideration for each share of Company Common Stock issuable upon the exercise in full of such Company Option over the per share exercise price of such Vested Company Option (such excess amount being hereinafter referred to as the “Vested Company Option Cash Out Amount”), subject to adjustment in accordance with Section 1.6. Vested Company Options with a per share exercise price greater than or equal to the Per Share Common Consideration shall be cancelled without consideration. The payment of the Vested Company Option Cash Out Amount to any holder of Vested Company Options shall be paid at such time(s) provided in this Agreement to the Surviving Corporation for further payment to the holders of Employee Company Options through the Surviving Corporation’s payroll processing system net of applicable Tax withholding and deductions, and in respect of Non-Employee Company Options, shall be paid to the Payment Agent for further payment to the Non-Employee Company Option Holders. For purposes of calculating the aggregate amount of consideration payable in respect of each Vested Company Option pursuant to this Section 1.3(c), (x) all shares of Company Common Stock issuable upon the exercise in full of the Vested Company Options held by each holder of Vested Company Options shall be aggregated and (y) the amount of cash to be paid to each such holder of Vested Company Options shall be rounded down to the nearest whole cent.

  • Restricted Stock and Stock Options Employer shall cause the Compensation Committee of the Board of Directors of Employer to review whether Employee should be granted shares of restricted stock and/or options to purchase shares of common stock of CBSI. Such review may be conducted pursuant to the terms of the Community Bank System, Inc. 2014 Long-Term Incentive Plan, a successor plan, or independently, as the Compensation Committee shall determine. Reviews shall be conducted no less frequently than annually.

  • Stock Options With respect to the stock options (the “Stock Options”) granted pursuant to the stock-based compensation plans of the Company and its subsidiaries (the “Company Stock Plans”), (i) each Stock Option intended to qualify as an “incentive stock option” under Section 422 of the Code so qualifies, (ii) each grant of a Stock Option was duly authorized no later than the date on which the grant of such Stock Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was made in accordance with the terms of the Company Stock Plans, the Exchange Act and all other applicable laws and regulatory rules or requirements, including the rules of the New York Stock Exchange and any other exchange on which Company securities are traded, and (iv) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company and disclosed in the Company’s filings with the Commission in accordance with the Exchange Act and all other applicable laws. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Stock Options prior to, or otherwise coordinating the grant of Stock Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or prospects.

  • Employee Stock Unless otherwise approved by the Board of Directors, including at least one of the Preferred Directors, all future employees and consultants of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (i) vesting of shares over a four (4) year period, with the first twenty-five percent (25%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal quarterly installments over the following thirty-six (36) months, and (ii) a market stand-off provision substantially similar to that in Subsection 2.11. In addition, unless otherwise approved by the Board of Directors, including at least one of the Preferred Directors, the Company shall retain a “right of first refusal” on employee transfers until the Company’s IPO and shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock.

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