Derivative Securities. Except as has or 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. (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.
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. 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. If the Purchaser so requests, the parties shall negotiate in good faith such additional provisions as are reasonably necessary or appropriate to effect the offering and sale of Derivative Securities in a reasonable and customary manner. [The balance of this page intentionally left blank.]
Derivative Securities. Nothing in this Agreement shall obligate Stockholder to exercise any Seller Warrant. Stockholder acknowledges that, in the event that Stockholder determines to exercise any Seller Warrant prior to the expiration of the Offer, the shares of Seller Common Stock acquired by Stockholder in connection with such exercise shall constitute “Subject Securities” hereunder and shall be tendered in the Offer by Stockholder in accordance with Section 1.01. Stockholder further acknowledges and agrees that any Seller Warrant may be exercised by Stockholder up until the expiration of the Offer, but if not so exercised prior to the expiration of the Offer, shall be terminated at the Effective Time of the Merger in accordance with the terms of the Merger Agreement in exchange for a lump sum cash payment (without interest), less any applicable withholding taxes, equal to the product of (i) the excess, if any, of (A) the Common Stock Offer Price over (B) the per share exercise price for such Seller Warrant and (ii) the then vested and exercisable number of shares subject to such Seller Warrant.