Holdings Options Sample Clauses

Holdings Options. ExpressJet Holdings has established and adopted the Holdings 2002 Stock Incentive Plan for the award of stock options and restricted stock to selected employees and non-employee directors of Holdings. The Holdings 2002 Stock Incentive Plan was adopted by the ExpressJet Holdings Board of Directors, and became effective on March 27, 2002. Continental, the sole stockholder of ExpressJet Holdings, approved the Holdings 2002 Stock Incentive Plan on March 28, 2002. The Holdings 2002 Stock Incentive Plan has terms and conditions substantially similar to the Continental Airlines, Inc. 1998 Stock Incentive Plan, except that such Holdings Plan provides for all stock-based awards to be based upon the Holdings Common Stock and appropriate revisions were made to reflect that ExpressJet Holdings is the sponsor of such plan. The Holdings 2002 Stock Incentive Plan provides that the maximum number of shares of Holdings Common Stock that may be issued under such plan is equal to 3,200,000 shares, subject to adjustment as provided in such plan.
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Holdings Options. Each Investor hereby acknowledges and agrees ---------------- that in accordance with the terms of the Holdings Options, contemporaneously with the consummation of the Contribution Transactions, (i) each of the Holdings Options shall cease to be exercisable to purchase Class A Common Units of Holdings and, in lieu thereof, shall automatically become exercisable, subject to the other terms and conditions set forth therein, to purchase up to a number
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Holdings Options. ExpressJet Holdings shall use reasonable best efforts to establish and adopt the Holdings 2001 Stock Incentive Plan for the award of stock options and restricted stock to selected employees and non-employee directors of Holdings. The Holdings 2001 Stock Incentive Plan shall be approved by Continental as the sole shareholder of ExpressJet Holdings before the IPO Date, to become effective as of the IPO Date, and such plan shall have terms and conditions substantially similar to the Continental Airlines, Inc. 1998 Stock Incentive Plan, except that such Holdings Plan shall provide for all stock-based awards to be based upon the Class A Common Stock and appropriate revisions shall be made to reflect that ExpressJet Holdings shall be the sponsor of such plan. The Holdings 2001 Stock Incentive Plan shall provide that the maximum number of shares of Class A Common Stock that may be issued under such plan shall be equal to 5% of the shares of Holdings Common Stock outstanding as of the IPO Date. As of the IPO Date, Holdings shall use reasonable best efforts to cause Holdings Options to be granted under the Holdings 2001 Stock Incentive Plan for a specified number of shares determined by multiplying the following percentage below by the number of shares of Holdings Common Stock outstanding as of the IPO Date to individuals in the following positions: (a) Chief Executive Officer, 0.5%; (b) Chief Operating Officer and Chief Financial Officer, 0.125% each; (c) Vice Presidents, 0.05% each; (d) senior director level employees, .01% each; and (e) director level employees, .005% each. Each such Holdings Option granted as of the IPO Date shall have a purchase price per share equal to the initial public offering price of the Class A Common Stock offered to investors in the Initial Public Offering, shall vest in 25% annual increments, and shall have a maximum term of five-years.
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Holdings Options. (a) Each unvested Holdings Option that is outstanding immediately prior to the Closing shall become vested, and all Holdings Options outstanding immediately prior to the Closing shall be canceled, effective as of the Closing, in exchange for the right to receive payment in an amount equal to the product of (i) the number of shares of Holdings Common Stock subject to such Holdings Option immediately prior to the Closing, and (ii) the excess, if any, of the Per Share Option Consideration (as defined below) over the exercise price per share of such Holdings Option (such product, the “Option Cancellation Payment”); provided, however, that in the event that the exercise price per share of any such Holdings Option is equal to or greater than the Per Share Option Consideration, such Holdings Option shall be canceled without any action on the part of the holder thereof and without any right to a cash payment being made in respect thereof.
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Holdings Options. (a) Subject to Section 6.5(d), as of the Effective Time, each Holdings Option that is outstanding and unexercised as of the Effective Time under the Holdings Plan, whether or not vested, shall be substituted for an option to purchase Zordich Common Stock, and Zordich shall take all necessary steps to effectuate such substitution in accordance with the terms (as in effect as of the date of this Agreement) of the Holdings Plan, the terms of the option agreement by which such Holdings Option is evidenced and the terms of this Section 6.5 (and shall deliver to the Company drafts of all documentation with respect thereto for review and comment by the Company no later than ten (10) Business Days prior to the Anticipated Closing Date). All rights with respect to Holdings interests under substituted Holdings Options shall thereupon be converted into rights with respect to Zordich Common Stock, as equitably adjusted pursuant to this Section 6.5(a). Accordingly, from and after the Effective Time:
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Holdings Options. (a) Subject to Section 6.5(c), at the Effective Time, each Holdings Option that is outstanding and unexercised immediately prior to the Effective Time under the Holdings Plan whether or not vested, shall be substituted for an option to purchase Zordich Common Stock, and Zordich shall take all necessary steps to effectuate such substitution in accordance with the terms (as in effect as of the date of this Agreement) of the Holdings Plan and the terms of the option agreement by which such Holdings Option is evidenced (and shall deliver to the Company drafts of all documentation with respect thereto for review and comment by the Company no later than ten (10) Business Days prior to the Anticipated Closing Date). All rights with respect to Holdings interests under substituted Holdings Options shall thereupon be converted into rights with respect to Zordich Common Stock, as equitably adjusted pursuant to this Section 6.5(a). Accordingly, from and after the Effective Time: (i) each substituted Holdings Option may be exercised solely for shares of Zordich Common Stock, (ii) the number of shares of Zordich Common Stock subject to each Holdings Option assumed by Zordich shall be determined by multiplying (A) the number of Holdings Units that were subject to such Holdings Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Zordich Common Stock, (iii) the per share exercise price for the Zordich Common Stock issuable upon exercise of each Holdings Option assumed by Zordich shall be determined by dividing (A) the per share exercise price of Holdings Units subject to such Holdings Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent and (iv) any restriction on the exercise of any substituted Holdings Option shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Holdings Option shall otherwise remain unchanged; provided, however, that: (A) to the extent provided under the terms of a Holdings Option, such Holdings Option in accordance with this Section 6.5(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapital...
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Holdings Options. Per-Se or Holdings will cash out within 45 days of Closing all outstanding stock options granted pursuant to the Impact Innovations Key Employee Incentive Plan (the "Holdings Stock Plan") and Per-Se will use its best efforts to cause the options holders to release the Parties and acknowledge the cancellation or termination of the stock option agreements related thereto.
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Holdings Options. At the Merger 2 Effective Time, by virtue of Merger 2 and without any action on the part of any holder of the Holdings Options or any other Person, each Holdings Option that is outstanding and unexercised prior to the Merger 2 Effective Time, whether vested or unvested, shall be assumed by Shelf and automatically converted into an option to purchase, on substantially the same terms and conditions as were applicable to such Holdings Option, Shelf Common Shares in an amount equal to, and at a price per Shelf Common Share equal to, an amount and price intended to comply with Section 409A of the Code.
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Holdings Options. In accordance with Holdings' 1994 Stock Option Plan (the "Plan"), the board of directors of Holdings (or any authorized committee thereof) shall have declared all outstanding options ("Options") to purchase Common Stock issued under the Plan immediately exercisable, and all such Options shall have been exercised or terminated on or prior to the date hereof in accordance with the Plan.
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Related to Holdings Options

  • Call Options (a) If the Executive's employment with the Company or any of its subsidiaries terminates for any of the reasons set forth in clauses (i), (ii) or (iii) below prior to a Sale of the Company, or if the Executive engages in Competitive Activity (as defined in Section 9.1 of this Agreement), for any Units issued 181 days or more prior to the date of Executive's termination of employment or engagement in Competitive Activity, within 120 days after such date (or in the case of Units issued 180 days or less prior to such date or at any time after such date, no earlier than 181 days and no later than 271 days after the date of issuance of such Units), Dairy Holdings shall have the right and option to purchase, and the Executive and the Executive's Permitted Transferees (hereinafter referred to as the "Executive Group") shall be required to sell to Dairy Holdings, any or all of such Units then held by such member of the Executive Group (it being understood that if Units of any class subject to repurchase hereunder may be repurchased at different prices, Dairy Holdings may elect to repurchase only the portion of the Units of such class subject to repurchase hereunder at the lower price), at a price per unit equal to the applicable purchase price determined pursuant to Section 7.2(c):

  • 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.

  • Stock Options (a) Subsequent to the effectiveness of the Form 10, but prior to the consummation of the Distribution, and subject to the consummation of the Distribution, each option to purchase ALTISOURCE Common Stock (“ALTISOURCE Stock Options”) granted and outstanding under the 2009 Equity Incentive Plan of ALTISOURCE (“ALTISOURCE Option Plan”) shall remain granted and outstanding and shall not, and ALTISOURCE shall cause (to the maximum extent permitted under the ALTISOURCE Option Plan) the ALTISOURCE Stock Options not to, terminate, accelerate or otherwise vest as a result of the Distribution, and each holder thereof immediately prior to the Distribution will be entitled to the following, determined in a manner in accordance with, and subject to, the ALTISOURCE Option Plan, FAS123R and Section 409A of the Internal Revenue Code: (i) an option to acquire a number of shares of Residential Class B Common Stock equal to the product of (x) the number of shares of ALTISOURCE Common Stock subject to the ALTISOURCE Stock Option held by such holder on the Distribution Date and (y) the distribution ratio of one (1) share of Residential Class B Common Stock for every three (3) shares of ALTISOURCE Common Stock (the “Residential Stock Options”), with an exercise price to be determined in a manner consistent with this Section 3.04 and (ii) the adjustment of the exercise price of such holder’s ALTISOURCE Stock Option, to be determined in a manner consistent with this Section 3.04 (the “Adjusted ALTISOURCE Stock Options”) (the Residential Stock Options and the Adjusted ALTISOURCE Stock Options, together, the “Post-Distribution Stock Options”).

  • 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.

  • Nonqualified Stock Options If the Shares are held for more than twelve (12) months after the date of purchase of the Shares pursuant to the exercise of an NQSO, any gain realized on disposition of the Shares will be treated as long term capital gain.

  • Stock and Stock Options Subject to vesting, as set forth on Exhibit B, the Company will issue to Director stock and options as set forth and described on Exhibit B. Company shall issue said stock and options within sixty (60) days from the execution of this Agreement by both parties.

  • 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.

  • Nonqualified Stock Option The Option is a nonqualified stock option and is not, and shall not be, an incentive stock option within the meaning of Section 422 of the Code.

  • Employee Options No shares of Common Stock are eligible for sale pursuant to Rule 701 promulgated under the Act in the 12-month period following the Effective Date.

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