Derivative Securities Sample Clauses
The 'Derivative Securities' clause defines the treatment and handling of financial instruments whose value is derived from underlying assets, such as options, futures, or swaps, within the context of the agreement. This clause typically outlines which types of derivative instruments are covered, the rights and obligations of the parties regarding their issuance, transfer, or conversion, and any restrictions or conditions that apply. By clearly specifying how derivative securities are managed, the clause helps prevent disputes over complex financial products and ensures both parties understand their exposure and rights related to these instruments.
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Derivative Securities. Notwithstanding anything herein to the contrary (and in addition to any limitations on transferability as otherwise contained herein, including any such limitations as are contained in Section 4 hereof), a derivative security, as that term is defined for purposes of Rule 16b-3 promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, issued under the Plan, including any issued pursuant to this Agreement, is not transferable by the Employee other than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986, as amended, 26 U.S.C. § 1 et seq. (“Internal Revenue Code”) or Title I of the Employee Retirement Income Security Act, or the rules thereunder.
Derivative Securities. Any and all material swaps, caps, floors, futures, forward contracts, option agreements (other than employee stock options) and other derivative financial instruments, contracts or arrangements, whether entered into for the account of the Company or one of its subsidiaries or for the account of a customer of the Company or one of its subsidiaries, were entered into in the ordinary course of business and in accordance with applicable laws, rules, regulations and policies of all applicable regulatory agencies and with counterparties believed to be financially responsible at the time. The Company and each of its subsidiaries have duly performed in all material respects all of their obligations thereunder to the extent that such obligations to perform have accrued. Neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company, any other party thereto, is in breach of its material obligations under any such agreement or arrangement.
Derivative Securities. There shall be outstanding no options, warrants or other derivative securities entitling the holders thereof to acquire shares of Company Common Stock or other securities of the Company.
Derivative Securities. Except as would not reasonably be expected to result in a Material Adverse Effect, all material swaps, caps, floors, futures, forward contracts, option agreements (other than employee stock options) and other derivative financial instruments, contracts or arrangements, whether entered into for the account of the Company or one of its subsidiaries or for the account of a customer of the Company or one of its subsidiaries, were entered into in the ordinary course of business and in accordance and in all material respects with applicable laws, rules, regulations and policies of all applicable regulatory agencies and with counterparties believed to be financially responsible at the time. The Company and each of its subsidiaries have duly performed in all material respects all of their obligations thereunder to the extent that such obligations to perform have accrued. Neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company, any other party thereto, is in breach of its material obligations under any such agreement or arrangement.
Derivative Securities. Any and all material swaps, caps, floors, futures, forward contracts, option agreements (other than employee stock options) and other derivative financial instruments, contracts or arrangements, whether entered into for the account of the Company or one of its subsidiaries or for the account of a customer of the Company or one of its subsidiaries, were entered into in the ordinary course of business and in accordance with applicable laws, rules, regulations and policies of all applicable regulatory agencies and with counterparties believed to be financially responsible at the time. The Company and each of its subsidiaries have duly performed in all material respects all of their obligations thereunder to the extent that such obligations to perform have accrued. Any certificate signed by any duly authorized officer of the Company or any of its subsidiaries and delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company or applicable subsidiary, as the case may be, to the Representatives as to the matters covered thereby.
Derivative Securities. There are no existing options, warrants, calls, or commitments of any character giving any person or entity the right to acquire shares of the Company’s capital stock.
Derivative Securities. Any issued and outstanding options, convertible notes or other securities of the Company that are exercisable or exchangeable for or convertible into Common Stock shall have been exercised, converted or exchanged for Common Stock in a manner satisfactory to the Investors;
Derivative Securities. Options, warrants, rights, shares of capital stock, evidence of indebtedness, or other securities that are convertible into or exercisable or exchangeable for shares of common stock.
Derivative Securities. Any issued and outstanding options, convertible notes or other securities of Russoil that are exercisable or exchangeable for or convertible into, Russoil Common Stock shall have been exercised, converted or exchanged for Russoil Common Stock in a manner satisfactory to Russoil.
Derivative Securities. (a) The Board of Directors of the Company shall take all actions necessary to cause, at the Effective Time, each outstanding option, stock equivalent right or other right to acquire shares of Common Stock (an “Option” or “Options”) granted under the Option Plans whether or not then exercisable or vested, except as set forth on Section 3.4(a) of the Company Disclosure Schedule, to be 100% exercisable and vested and to be cancelled and, in consideration of such cancellation, at the Effective Time the Parent shall, or shall cause the Surviving Corporation to, pay to such holders of Options, an amount in respect thereof equal to the product of (x) the excess, if any, of the Merger Consideration over the exercise price of each such Option and (y) the number of shares of Common Stock subject to such Option (such payment, if any, to be net of applicable withholding and excise taxes). As of the Effective Time, all Option Plans and any agreement or plan relating to Options shall terminate and all rights under any provision of any other plan, program or arrangement providing for the issuance or grant of any other interest in respect to the capital stock of the Company or any Company Subsidiary, including the RSUs, shall be cancelled. The Company shall use its commercially reasonable efforts to effectuate the foregoing, including, but not limited to, obtaining all consents necessary to cash out and cancel all Options and as are necessary to ensure that, after the Effective Time, no Person shall have any right under any of the Option Plans, or any other plan, program or arrangement with respect to equity securities of the Surviving Corporation or any subsidiary thereof.
(i) Immediately prior to the Effective Time, each restricted stock unit (“RSU”) issued by the Company under its Option Plans that is outstanding as of the date of this Agreement, whether or not vested and subject to conversion into Common Stock under its Option Plans, shall be converted automatically into one share of Common Stock and shall be entitled only to receive the Merger Consideration, and (ii) each restricted share of Common Stock issued by the Company pursuant to any applicable restricted stock award agreement of the Company and subject to any vesting, repurchase or other lapse restrictions thereunder (each, a “Restricted Share”) that is outstanding as of the date of this Agreement, whether or not vested or subject to repurchase, shall automatically vest and become free of such restrictions a...