Accelerated Options Sample Clauses

Accelerated Options. The Company shall, as of the Termination Date, accelerate the vesting in full of all stock options which remains unvested on the Termination Date. Outstanding vested stock options held by Executive shall remain exercisable until the earlier of (i) the expiration date set forth in the stock option award agreement, and (ii) six (6) months after the Termination Date. To the extent permitted by the applicable regulatory authorities, including any stock exchange on which the Company is listed for trading, the Executive may exercise this stock option by means of a "net exercise," pursuant to which a number of shares subject to such exercise having a fair market value equal to the applicable exercise price will be withheld by the Company in satisfaction of such exercise price.
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Accelerated Options. At the Effective Time, those outstanding Stock Options, or a portion thereof, that were not vested immediately prior to the Effective Time shall become vested as of the Effective Time in accordance with the following schedule: Percentage of Stock Option Acceleration Length of Employment Service 50% Less than 12 months 75% 12 months but less than 24 months 100% 24 months or more At the Effective Time, each outstanding Stock Option shall be cancelled and, with respect to each outstanding Stock Option that becomes vested pursuant to the above schedule (the “Accelerated Options”), following the Effective Time, Buyer shall pay, or shall cause to be paid, each holder of such Accelerated Options an amount in cash (less any applicable withholding tax) determined by multiplying (i) the excess, if any, of (A) the Per Share Closing Consideration over (B) the applicable per share exercise price of such option by (ii) the number of shares of Common Stock such holder could have purchased had such holder exercised the accelerated portion of the option in full immediately prior to the Effective Time (with respect to each such holder, the “Per Share Accelerated Option Consideration”). For purposes of the payment of the Earnout in Section 2.9, a holder of Accelerated Options shall be considered a “Equity Holder” only if such holder (x) signs an Option Acceleration and Cancellation Agreement in form satisfactory to Buyer and the Company (the “Option Acceleration and Cancellation Agreements”), and (y) does not voluntarily terminate his or her employment with the Surviving Corporation or Buyer and is not terminated for cause through and including the date the Earnout Consideration (if any) is paid by the Buyer pursuant to Section 2.9.
Sample 1
Accelerated Options. Prior to the Effective Time, the Board of Directors of DigitalQuake, as administrator of the Stock Option Plan, shall pursuant to its authority under the Stock Option Plan provide that each DigitalQuake Option issued under the Stock Option Plan to the individuals (the "Accelerated Optionees") set forth on Schedule 3.4(a) shall upon shareholder approval pursuant to Code Section 280G(b)(5)(A)(ii) become fully vested and exercisable immediately prior to the Effective Time, and if such DigitalQuake Options are not exercised prior to the Effective Time, such DigitalQuake Options shall terminate and cease to be outstanding effective as of the Effective Time. Prior to the Effective Time, National shall offer to pay, subject to consummation of the Merger, each Accelerated Optionee that does not exercise its DigitalQuake Option(s) prior to the Effective Time an amount equal to (x) the aggregate Adjusted Per Share Price into which the shares of DigitalQuake Common Stock issuable upon exercise of the DigitalQuake Option(s) held by such Accelerated Optionee and not exercised prior to the Effective Time would have been converted under Section 3.2 if such DigitalQuake Option(s) had been exercised immediately prior to the Effective Time, reduced by (y) (I) ten percent of the Adjusted Per Share Price, which shall be withheld and deposited into escrow pursuant to Section 3.3 hereof, (II) the aggregate exercise price for the shares of DigitalQuake Common Stock then issuable upon exercise of such DigitalQuake Option(s) and (III) the amount of any withholding taxes which may be required on such payment (which National shall cause DigitalQuake to duly withhold for the account of such Accelerated Optionee), in return for the cancellation of such DigitalQuake Option(s); provided that in the case of Principal Employees, payment of such amount shall be made in accordance with Section 3.5. DigitalQuake's Board of Directors shall not accelerate the vesting of any DigitalQuake Option except as provided in this Section 3.4(a). National shall cause DigitalQuake to make or otherwise arrange for the payment required by this Section 3.4(a) to each Accelerated Optionee as soon as reasonably practicable after the Effective Time, upon delivery to DigitalQuake of the written agreement representing the Accelerated Optionee's DigitalQuake Option(s) and such other information or documents as DigitalQuake or National may reasonably require.
Sample 1
Accelerated Options. The Company shall (i) accelerate the vesting of all unvested Company Options (other than Company M-Options) (the “Accelerated Options”) such that the Accelerated Options shall be fully vested and conditionally exercisable at Closing, and (ii) amend the period during which the Accelerated Options may be exercised until the date that is ten (10) Business Days following receipt by each participant of written notice of the Transactions (the “Option Exercise Date”), provided that, following such Option Exercise Date, all unexercised Accelerated Options shall be cancelled for no compensation or consideration whatsoever in accordance with Section 2.4 and the Plan of Arrangement.
Sample 1

Related to Accelerated Options

  • Vested Options Prior to the Closing, the Board of Directors of the Company shall have adopted resolutions (in a form reasonably satisfactory to Parent), and the Company hereby agrees to take all other actions reasonably necessary, to cause, in accordance with the Yodlee, Inc. 1999 Stock Plan, as amended; the Yodlee, Inc. 2001 Stock Plan, as amended; the Yodlee, Inc. 2009 Equity Incentive Plan, as amended; and the Yodlee, Inc. 2014 Equity Incentive Plan, as amended (collectively the “Equity Plans”), each stock option granted thereunder (“Company Stock Option”) that is vested and exercisable and that remains outstanding as of immediately prior to the Closing, including Company Stock Options that will become vested as of the Closing (the “Vested Options”) to be exercised immediately prior to the Closing in a cashless net exercise with shares of Company Common Stock that would otherwise be received on the exercise of such Vested Option being retained by the Company to cover the exercise price and any applicable tax withholding obligations and to issue the net number of shares of Company Common Stock upon such net exercise to the holder of such Company Stock Option where the value of a share of Company Common Stock for purposes of the foregoing shall be the sum of (i) the Per Share Cash Consideration and (ii) the value of the Per Share Stock Consideration and for purposes of determining the value of the Per Share Stock Consideration, the Parent Stock Value used to determine the Per Share Stock Consideration will be used. As of the Effective Time, each such share of Company Common Stock shall be converted into the right to receive the sum of (i) the Per Share Cash Consideration and (ii) the Per Share Stock Consideration pursuant to the terms of this Article I. Each Vested Option outstanding immediately prior to the date of exercise, when exercised in accordance with this Section 1.7(a) or otherwise, shall no longer be outstanding, shall automatically be canceled and shall cease to exist. The Company agrees to process the exercise of the Vested Options through payroll as appropriate and to remit any necessary withholding amounts that arise upon the exercise of the Vested Options to the appropriate Tax authorities or Governmental Entities, as required by applicable law.

  • Unvested Options At the Effective Time, each option (each, a “Company Stock Option”) to purchase Shares granted under any employee or director stock option, stock purchase or equity compensation plan, arrangement or agreement of the Company, including, without limitation, under the Company’s 2002 Stock Plan, the Company’s 2007 Equity Incentive Plan and the AirWave Wireless, Inc. 2000 Stock Plan, (the “Company Stock Plans”), that is unvested and outstanding immediately prior to the Effective Time and is held by a person providing services to the Company or its Subsidiary immediately prior to the Effective Time shall be converted into and become an option with respect to Parent Common Stock, and Parent shall assume each unvested Company Stock Option, in accordance with the terms of the Company Stock Plans and/or stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) Parent and its compensation committee (the “Parent Compensation Committee”) shall be substituted for the Company and the compensation committee of the Company Board administering such Company Stock Plans, (ii) each unvested Company Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock (or cash, if so provided under the terms of such unvested Company Stock Option or required under applicable Law), (iii) the number of shares of Parent Common Stock subject to such unvested Company Stock Options shall be equal to the number of Shares subject to such unvested Company Stock Options immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole share, and (iv) the per share exercise price under each such unvested Company Stock Option shall be adjusted by dividing the per share exercise price under each such unvested Company Stock Option by the Exchange Ratio and rounding up to the nearest cent; provided, however, that with respect to Company Stock Options that are unvested, unexercised and outstanding immediately prior to the Effective Time, and which have an exercise price greater than the Merger Consideration, such unvested Company Stock Options shall not be assumed by Parent and shall automatically terminate as of the Effective Time if not exercised prior to or as of the Effective Time. In addition, each unvested Company Stock Option that is an “incentive stock option” or a nonqualified stock option held by a US taxpayer shall be adjusted as required by Section 424 of the Code and Section 409A of the Code and the Treasury Regulations thereunder, so as not to constitute a modification, extension or renewal of the option, within the meaning of Section 424(h) of the Code and the Treasury Regulations under Section 409A of the Code, or otherwise result in negative tax treatment or penalties under Section 424 of the Code or Section 409A of the Code, and clauses (iii) and (iv) of the first sentence of this Section 2.2(a) shall be modified to the extent necessary to ensure such compliance. “Exchange Ratio” means the fraction having a numerator equal to the Merger Consideration and having a denominator equal to the average closing price of Parent Common Stock on the New York Stock Exchange for the five consecutive trading days immediately preceding (but not including) the Closing Date (the “Parent Closing Price”).

  • Accelerated Vesting of Equity Awards One hundred percent (100%) of Executive’s then-outstanding and unvested Equity Awards will become vested in full. If, however, an outstanding Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s).

  • Accelerated Vesting Notwithstanding the terms of any Award Agreement heretofore or hereafter granted to the Executive, in the event of a Change of Control, all Options and Restricted Stock granted to the Executive which do not constitute deferred compensation for Code Section 409A purposes shall become fully vested on the date of the Change of Control. The Executive shall have the right to exercise any such Options in a manner provided for in the applicable Award Agreement. In the event of any conflict between the terms of this Section 9(a) and the terms of any Award Agreement granted to the Executive, the terms of this Section 9(a) shall control and govern.

  • Additional Options The NYS Contract Price for Additional Options offered under the Contract in accordance with Section III.2.7 Additional Options, shall be the Additional Options NYS Discount listed on the Contract Pricelist, or higher, applied to the MSRP on the current OEM Data Book or Contractor-Published Pricelist, as applicable. See Section III.1.2

  • Exercisability of Option Unless otherwise provided in this Agreement or the Plan, this Option shall entitle the Participant to purchase, in whole at any time or in part from time to time, to the extent the Option is vested in accordance with the vesting schedule herein, the Shares subject to this Option, and each such right of purchase shall be cumulative and shall continue, unless sooner exercised or terminated as herein provided, during the remaining Option Period.

  • Cumulative Exercisability To the extent that the Option is vested and exercisable, the Grantee has the right to exercise the Option (to the extent not previously exercised), and such right shall continue, until the expiration or earlier termination of the Option.

  • 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.

  • Method of Exercising Option Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially the form of Exhibit A attached hereto. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made in accordance with Paragraph 9 of the Plan. The Company shall deliver such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.

  • Treatment of Expired Options and Unexercised Convertible Securities If, in any case, the total number of shares of Common Stock issuable upon exercise of any Option or upon conversion or exchange of any Convertible Securities is not, in fact, issued and the rights to exercise such Option or to convert or exchange such Convertible Securities shall have expired or terminated, the Exercise Price then in effect will be readjusted to the Exercise Price which would have been in effect at the time of such expiration or termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such expiration or termination (other than in respect of the actual number of shares of Common Stock issued upon exercise or conversion thereof), never been issued.

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