Common Stock and Options Sample Clauses

Common Stock and Options. Executive shall be granted stock options in accordance with the terms and conditions of the Company's Stock Option Plan. The amount of stock options granted to Executive at any given time shall be no less than 95% of the greatest amount granted to any other individual, group, or entity unless decided otherwise by the majority of the Board. In the event that Executive chooses to exercise any of his stock options, the Company shall, to the extent permitted by law, make loans to Executive for the amount of money needed to exercise such options and these loans shall be paid back to the Company by Executive within 30 days after Executive receives the revenues from the sale of stock. At the time that the Company is permitted by law to do so, and the Executive so demands, the Company shall register so much of Executive's shares as demanded, pursuant to the appropriate form of registration statement under the Securities Act of 1933 and shall maintain such registration statement's effectiveness at all times required by the Executive. The Company shall pay all costs related to the registration of any and all common stock or options for Executive.
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Common Stock and Options. Fifty Million (50,000,000) shares of Common Stock, $.001 par value per share (the “Common Stock”), of which One Million Five Hundred Thirty-Three Thousand Two Hundred (1,533,200) shares shall be issued and outstanding. In addition, (i) Options to purchase Four Million One Hundred Seventy Thousand Two Hundred Twenty-Six (4,170,226) shares of Common Stock held by directors, employees and consultants at varying exercise prices shall be issued and outstanding; and (ii) One Million Four Hundred Six Thousand Six Hundred Fifteen (1,406,615) additional shares of Common Stock shall be reserved under the Company’s 2002 Stock Incentive plan for future issuance in the form of option grants or other awards to the Company’s directors, employees and consultants.
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Common Stock and Options. Each share of Company Common Stock issued and outstanding and of record as of the Effective Time other than Dissenting Shares and each unexercised Company Stock Option shall be converted into and shall thereafter represent the right to receive from Tracor the pro rata share of the Merger Consideration represented by each such share and each unexercised Company Stock Option, which shall be the Per Share Amount as determined under Section 2.10(e). After the Effective Time, each Holder shall be entitled to receive for each Fully Diluted Company Share held by such Holder, upon surrender for cancellation of the Certificates which formerly represented such shares of Company Common Stock, and the Option Documents representing the Company Stock Options held by such Holder, the applicable portion of the Merger Consideration, consisting of all of the Per Share Amount payable as of the Closing Date in cash forthwith, and the Per Share Amounts payable subsequent to the Closing Date as provided under Sections 2.7, 2.8, 2.9, 2.10, 2.11, 2.12 and 2.13.
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Common Stock and Options. Subject to Section 2.2.3, Buyer shall pay to the Sellers and Optionees, or provide funds for the payment of, the following consideration in respect of their Common Stock and Options in the manner provided for in this Agreement:
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Common Stock and Options. Each member of EE&G Management is the sole record and beneficial owner of all of the Common Stock set forth following his name on Schedule I, and owns the Common Stock free and clear of all Liens, restrictions and claims of any kind. All of the shares of Common Stock held by each member of EE&G Management (i) have been duly authorized and validly issued and is fully paid, (ii) were issued in compliance with all applicable state and federal securities laws, (iii) were not issued in violation of any preemptive rights or rights of first refusal and (iv) were issued for not less than fair market value in exchange for lawful consideration. There are no proxies, voting rights or other agreements or understandings with respect to the voting or transfer of the Common Stock. None of the options to purchase Common Stock previously granted to members of EE&G Management and set forth on Schedule I have been assigned or otherwise transferred.
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Common Stock and Options. Each Seller is the sole record and beneficial owners of all of the TMTI Common Stock set forth following his name on Schedule II, and owns the TMTI Common Stock free and clear of all Liens, restrictions and claims of any kind. All of the TMTI Common Stock (i) has been duly authorized and validly issued and is fully paid, (ii) was issued in compliance with all applicable state and federal securities laws, (iii) was not issued in violation of any preemptive rights or rights of first refusal and (iv) was issued for not less than fair market value in exchange for lawful consideration. There are no proxies, voting rights or other agreements or understandings with respect to the voting or transfer of the TMTI Common Stock.
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Related to Common Stock and Options

  • Common Stock 1 Company........................................................................1

  • Treatment of Options and Convertible Securities In case the Company at any time or from time to time after the date hereof shall issue, sell, grant or assume, or shall fix a record date for the determination of holders of any class of securities entitled to receive, any Options or Convertible Securities, then, and in each such case, the maximum number of Additional Shares of Common Stock (as set forth in the instrument relating thereto, without regard to any provisions contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue, sale, grant or assumption or, in case such a record date shall have been fixed, as of the close of business on such record date (or, if the Common Stock trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading), provided that such Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 2.5) of such shares would be less than the Current Market Price immediately prior to such issue, sale, grant or assumption or immediately prior to the close of business on such record date (or, if the Common Stock trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading), as the case may be, and provided, further, that in any such case in which Additional Shares of Common Stock are deemed to be issued

  • Company Stock Options (a) At the Effective Time, each outstanding stock option (each a "Company Stock Option" and, collectively, the "Company Stock Options") granted pursuant to the terms and conditions of the Company's stock option plans and arrangements (collectively, the "Company Stock Option Plans"), whether or not exercisable, shall be converted into and become rights with respect to Parent Common Stock, and the Parent shall assume the Company's obligations with respect to each Company Stock Option and the related Company Stock Option Plan, in accordance with its terms, except that from and after the Effective Time (i) Parent and its compensation committee shall be substituted for the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option Plan, if any, under which such Company Stock Option was granted or otherwise governed, (ii) each Company Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (iii) the number of shares of Parent Common Stock subject to such Company Stock Option shall be equal to the number of whole shares (rounded to the nearest whole share) of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, (iv) the per share exercise price under each such Company Stock Option shall be adjusted by dividing the per share exercise price under each such Company Stock Option by the Exchange Ratio and rounding to the nearest whole cent, and (v) all references in the Company Stock Option Plans and the stock option certificates and agreements to the Company (or its predecessors) shall be deemed to refer to Parent. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 2.04(a), each Company Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Option, within the meaning of Section 424(h) of the Code.

  • Additional Shares or Options The Company hereby agrees that until the consummation of a Business Combination, it shall not issue any shares of Common Stock or any options or other securities convertible into Common Stock, or any preferred shares or other securities of the Company which participate in any manner in the Trust Account or which vote as a class with the Common Stock on a Business Combination.

  • STOCK AND STOCK CERTIFICATES Section 1. Shares of stock shall be transferrable on the books of the Company and a transfer book shall be kept in which all transfers of stock shall be recorded.

  • Options and Convertible Securities The consideration per share received by the Company for Additional Shares of Common Stock issued pursuant to Section 3.3(2), relating to Options and Convertible Securities, shall be determined by dividing:

  • Adjustment of Exercise Price, Number of Shares of Common Stock or Number of the Company Warrants The Exercise Price, the number of shares covered by each Warrant and the number of Warrants outstanding are subject to adjustment from time to time as provided in Section 3 of the Warrant Certificate. In the event that at any time, as a result of an adjustment made pursuant to Section 3 of the Warrant Certificate, the Holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares contained in Section 3 of the Warrant Certificate and the provisions of Sections 7, 11 and 12 of this Agreement with respect to the shares of Common Stock shall apply on like terms to any such other shares. All Warrants originally issued by the Company subsequent to any adjustment made to the Exercise Price pursuant to the Warrant Certificate shall evidence the right to purchase, at the adjusted Exercise Price, the number of shares of Common Stock purchasable from time to time hereunder upon exercise of the Warrants, all subject to further adjustment as provided herein.

  • Shares The term “

  • Capital Stock and Ownership The Capital Stock of each of Holdings and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Holdings or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Holdings or any of its Subsidiaries of any additional membership interests or other Capital Stock of Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date.

  • Cancellation of Treasury Stock and Parent-Owned Stock Any shares of Company Common Stock that are owned by the Company as treasury stock, and any shares of Company Common Stock owned by Parent or Merger Sub, shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor.

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