Management Options. The parties agree that options to purchase ------------------ up to an aggregate number of Shares that equals 5% of the authorized share capital of the Company immediately after the "First Closing" under the Subscription Agreement (taking into account the amendments to the Memorandum and Articles of Association of the Company contemplated by the Subscription Agreement) at a price per Share to be agreed-to by the Board may be issued upon the unanimous decision of the Board to members of senior management of the Company pursuant to a management stock option plan to be adopted by the Board (the "Management Options").
Management Options. On or after the Effective Date, the New Board will support the implementation of a stock-based management incentive plan which will provide for distributions not exceeding 10%, in the aggregate, on a fully-diluted basis.
Management Options. The Stockholders may grant to any or all of the employees of or consultants to, Video or IPL or their respective subsidiaries immediately prior to the Merger, options (the "Management Options") to purchase up to 721,529 Shares (including the grants contemplated in Section 4 below). and may sell the Shares underlying the Management Options to the holders of the Management Options upon the exercise thereof; provided, however, that any such grant shall be and may be, made in accordance with Section 7.7 of the Merger Agreement or pursuant to Section 4 below.
Management Options. Bordxx xxxll cause BDPH, acting through its Board of Directors or a duly authorized committee thereof, to take all required action under the 1996 Stock Purchase and Option Plan of BDPH (the "Option Plan") and the outstanding options thereunder so that, at the Closing, all such options shall be cancelled (unless otherwise agreed prior to Closing with respect to a specific holder or specific holders among MergerCo, Bordxx xxx each such holder). At or prior to the Closing, the Option Plan will be terminated and no further stock awards, stock options or stock appreciation rights will be granted thereunder subsequent to the Closing Date. 5.2
Management Options. 1.4(a) Non-SR Gold Amount........................................................1.4(b) Non-SR Gold Certificate...................................................1.5(a) Option Agreement..........................................................2.2(l) OSHA........................................................................3.13
Management Options. 2.3(a)(ii) Material Adverse Effect..................................................2.7
Management Options. 54 Section 9.14 Investment in Purchaser.......................................................54 ARTICLE X POST-CLOSING COVENANTS........................................................54 Section 10.1 General.......................................................................54 Section 10.2 Litigation Support............................................................54 Section 10.3
Management Options. The Company's management team shall be granted options to acquire, in the aggregate, 100,000 shares of common stock of Parent which options shall have an initial exercise price equal to $16.00.
Management Options. After the Effective Time, the Stockholders shall not grant any options to purchase IPL Common Stock to any former employee or director of Video or its Subsidiaries, or any employee or director of IPL or its Subsidiaries, if any such options are granted at an exercise price less than the "fair market value" (as defined in the IPL Option Plan) per share of IPL Common Stock on the date of grant and, as a result thereof, such grant would be considered executive compensation from IPL from a financial reporting point of view, unless such grant is approved by a majority of the members of Board of Directors of the Surviving Corporation. Notwithstanding the foregoing, the grants of options set forth on Schedule 7.7 attached hereto shall be permitted. Anything herein to the contrary notwithstanding, on or prior to the Effective Time the Stockholders may grant to employees, consultants and officers of Video, IPL and their respective Subsidiaries, options to purchase shares of Video Common Stock which, following the Merger will convert into the right to purchase shares of IPL Common Stock on terms consistent with Schedule 7.7.
Management Options. Subject to the terms and conditions hereof, at the Closing, the Company will pay for the account of each Management Option Holder, in exchange for the cancellation of the number of Options set forth opposite such Option Holder's name in the column entitled "Number of Surrendered Options" in Part B of Schedule 1.2, which Options shall constitute such Option Holder's Surrendered Options, an Option Cancellation Amount equal to the product of (i) the number of such Surrendered Options and (ii) the amount by which the Per Share Purchase Price exceeds the per share exercise price of such Options set forth opposite such Option Holder's name in the column entitled "Exercise Price" in Part B of Schedule 1.2. Unless the Company and the Investor otherwise agree, the aggregate Option Cancellation Amount payable in respect of all Management Options shall in no event exceed $7,082,811.
