Non-Management Options Sample Clauses

Non-Management Options. Shares representing 1.0% of the outstanding Common Stock on the Closing Date on a fully-diluted basis shall be reserved for issuance in the form of employee stock options to non-management employees of the Company ("Non-Management Options"), the form and terms of which shall be subject to Board approval.
Sample 1
AutoNDA by SimpleDocs
Non-Management Options. Subject to the terms and conditions hereof, at the Closing, the Company will pay for the account of each Non-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 A of Schedule 1.2, which Options shall constitute such Option Holder's Surrendered Options, an amount (such Option Holder's "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 A of Schedule 1.2. Unless the Company and the Investor otherwise agree, the aggregate Option Cancellation Amount payable in respect of all Non-Management Options shall in no event exceed $57,466,787.
Sample 1
Non-Management Options. Subject to the terms and conditions of this Agreement, immediately prior to the Effective Time, each Non-Management Option that is issued and outstanding immediately prior to the Effective Time shall at the election of each Non-Management Optionholder, be (x) net exercised for Company Common Stock based on the Company’s twenty day volume weighted average closing price of the Company Common Stock, or (y) converted into and represent the right to receive an option to purchase the number of Parent Common Shares equal to the number of shares of Company Common Stock subject to such Non-Management Option multiplied by 0.875 and such Non-Management Optionholder’s Pro Rata Share of the Heroes Shares and the Sin City Shares (the “Parent Option”). The exercise price of each Parent Common Share subject to the Parent Option shall be determined by multiplying the exercise price of each share of Company Common Stock subject to such Company Option by 1.14286. The terms of the Parent Option shall be substantially similar to the terms of the Non-Management Option.
Sample 1
Non-Management Options. Each holder of Options outstanding immediately prior to the Closing as set forth on Schedule 2(a)(ii)(B) hereto (the "Non-Management Options"), shall receive, in consideration for the cancellation of all of such holder's Non-Management Options, in lieu of any shares of Company Common Stock otherwise issuable upon the exercise of such Non-Management Options, at such holder's election, cash and/or the Holdings Options, in accordance with the following:
Sample 1

Related to Non-Management Options

  • Payment Options The exercise price shall be paid by one or any combination of the following forms of payment that are applicable to this option, as indicated on the cover page hereof:

  • Stock Plan Administration Service Providers The Company transfers Data to Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, an independent service provider, which is assisting the Company with the implementation, administration and management of the Plan. In the future, the Company may select a different service provider and share Data with such other provider serving in a similar manner. The Participant may be asked to agree on separate terms and data processing practices with the service provider, with such agreement being a condition to the ability to participate in the Plan.

  • Investment Options You may direct the investment of your funds within this IRA into any investment instrument offered by or through the Custodian. The Custodian will not exercise any investment discretion regarding your IRA, as this is solely your responsibility. FEES There are certain fees and charges connected with your IRA investments. These fees and charges may include the following. • Sales Commissions • Set Up Fees • Investment Management Fees • Annual Maintenance Fees • Distribution Fees • Surrender or Termination Fees To find out what fees apply, refer to the investment prospectus or contract. There may be certain fees and charges connected with the IRA itself. (Select and complete as applicable.) Annual Custodial Service Fee* $ No Charge Overnight Distribution $ 16.50 Wire Fee $ 12.50 Transfer Out Fee $ The greater of $100.00 or $25.00 per position Other (Explain) We reserve the right to change any of the above fees after notice to you, as provided in your IRA agreement. *The annual custodial fee will be borne by your Investment Advisor.

  • Stock Plan Administration Service Provider The Company transfers the Participant's Personal Information to Fidelity Stock Plan Services LLC, an independent service provider based in the United States, which assists the Company with the implementation, administration and management of the Plan (the “Stock Plan Administrator”). In the future, the Company may select a different Stock Plan Administrator and share the Participant's Personal Information with another company that serves in a similar manner. The Stock Plan Administrator will open an account for the Participant to receive and trade Shares acquired under the Plan. The Participant will be asked to agree on separate terms and data processing practices with the Stock Plan Administrator, which is a condition to the Participant’s ability to participate in the Plan. (c)

  • Performance Management 17.1 The Contractor will appoint a suitable Account Manager to liaise with the Authority’s Strategic Contract Manager. Any/all changes to the terms and conditions of the Agreement will be agreed in writing between the Authority’s Strategic Contract Manager and the Contractor’s appointed representative.

  • 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.

  • Employee Options There are two (2) options available to an employee who is otherwise eligible for disability insurance benefits which are as follows:

  • ARTICLE MANAGEMENT RIGHTS The Union acknowledges that all management rights and prerogatives are vested exclusively with the Employer and, without limiting the generality of the foregoing, it is the exclusive function of the Employer:

  • In-Service Programs The parties to this collective agreement recognize the value of in-service education both to the employee and the Employer.

  • Vested Options Prior to the Closing, the Board of Directors of the Company shall have adopted resolutions (in a form reasonably satisfactory to Parent), and the Company hereby agrees to take all other actions reasonably necessary, to cause, in accordance with the Yodlee, Inc. 1999 Stock Plan, as amended; the Yodlee, Inc. 2001 Stock Plan, as amended; the Yodlee, Inc. 2009 Equity Incentive Plan, as amended; and the Yodlee, Inc. 2014 Equity Incentive Plan, as amended (collectively the “Equity Plans”), each stock option granted thereunder (“Company Stock Option”) that is vested and exercisable and that remains outstanding as of immediately prior to the Closing, including Company Stock Options that will become vested as of the Closing (the “Vested Options”) to be exercised immediately prior to the Closing in a cashless net exercise with shares of Company Common Stock that would otherwise be received on the exercise of such Vested Option being retained by the Company to cover the exercise price and any applicable tax withholding obligations and to issue the net number of shares of Company Common Stock upon such net exercise to the holder of such Company Stock Option where the value of a share of Company Common Stock for purposes of the foregoing shall be the sum of (i) the Per Share Cash Consideration and (ii) the value of the Per Share Stock Consideration and for purposes of determining the value of the Per Share Stock Consideration, the Parent Stock Value used to determine the Per Share Stock Consideration will be used. As of the Effective Time, each such share of Company Common Stock shall be converted into the right to receive the sum of (i) the Per Share Cash Consideration and (ii) the Per Share Stock Consideration pursuant to the terms of this Article I. Each Vested Option outstanding immediately prior to the date of exercise, when exercised in accordance with this Section 1.7(a) or otherwise, shall no longer be outstanding, shall automatically be canceled and shall cease to exist. The Company agrees to process the exercise of the Vested Options through payroll as appropriate and to remit any necessary withholding amounts that arise upon the exercise of the Vested Options to the appropriate Tax authorities or Governmental Entities, as required by applicable law.

Time is Money Join Law Insider Premium to draft better contracts faster.