Options and Other Purchase Rights Sample Clauses

Options and Other Purchase Rights. All outstanding options and other rights to acquire Shares granted to employees under any stock option or purchase plan, commitment, program or similar arrangement of the Company (each, as amended, an "Option Plan" and, such options and other rights, "Stock Options"), whether or not then exercisable or vested, will, subject to the Company's receipt of any required consents ("Option Consent") of holders of Stock options, be canceled, and the holders thereof shall be entitled to receive from the Company, for each Share subject to such Stock Option, in settlement and cancellation thereof, an amount in cash equal to the excess, if any, of the Per Share Merger Consideration over the exercise price per share of such Stock Option, which amount shall be paid by the Company at the Effective Time; provided, that with respect to any person subject to Section 16 of the Exchange Act, any such amount shall be paid as soon as practicable after the first date payment can be made without liability to such person under Section 16(b) of the Exchange Act. The foregoing payments shall be subject to all withholding tax requirements. The Company will use reasonable efforts to obtain Option Consents to the cancellation of Stock Options in accordance with this Section 2.10. The Company will give all holders of Stock Options the notice required for all Stock Options that are not so canceled to terminate and cease to be exercisable at the Effective Time.
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Options and Other Purchase Rights. (a) The Company shall use its best efforts to obtain from each holder of options ("Company Options") granted under the stock option plans of the Company or any subsidiary of the Company ("Company Option Plans") an agreement in the form of Exhibit B hereto pursuant to which on the Closing Date the Company will cancel such Company Options and make the payments described below. On the Closing Date, each Company Option for which an agreement from the holder thereof has been obtained pursuant to this Section 2.1(a) that is outstanding immediately prior to the Closing Date, whether or not then exercisable or vested, will be canceled by the Company effective on the Closing Date, and the holders thereof shall be entitled to receive, for each Share subject to such Company Option, in settlement and cancellation thereof, an amount in cash equal to the positive difference, if any, between the Per Share Amount and the exercise price per share of such Company Option, which amount shall be paid by the Company at the time the Company Option is canceled; provided, however, that for purposes of calculating the amount of cash to be paid in respect of the cancellation of Company Options that are options to purchase shares of EagleEye Control Software Ltd. capital stock rather than Shares of the Company, the Per Share Amount used in the foregoing calculation shall be multiplied by 9.085. All applicable withholding taxes attributable to the payments made hereunder or to distributions contemplated hereby shall be deducted from the amounts payable under this Section 2.1(a) and all such taxes attributable to the cancellation of Company Options shall be withheld from the proceeds received in connection with the cancellation thereof.
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Options and Other Purchase Rights. (a) The Company represents and warrants to the Purchaser and Parent that it has taken all action necessary so that all outstanding options and other rights to acquire Shares granted to directors, employees or others under any stock option or purchase plan, program or similar arrangement of the Company (each, as amended, an "Option Plan" and, such options and other rights, "Stock Options"), whether or not then exercisable or vested, will be cancelled by the Company upon consummation of the Offer. The holders thereof shall be entitled to receive, for each Share subject to such Stock Option, in settlement and cancellation thereof, an amount in cash equal to the positive difference, if any, between the Per Share Merger Consideration and the exercise price per share of such Stock Option, which amount shall be paid at the time the Stock Option or is
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Options and Other Purchase Rights. (a) EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.10(B), ALL OUTSTANDING OPTIONS AND OTHER RIGHTS TO ACQUIRE SHARES GRANTED TO EMPLOYEES UNDER ANY STOCK OPTION OR PURCHASE PLAN, COMMITMENT, PROGRAM OR SIMILAR ARRANGEMENT OF THE COMPANY (EACH, AS AMENDED, AN "OPTION PLAN" AND, SUCH OPTIONS AND OTHER RIGHTS, "STOCK OPTIONS"), WHETHER OR NOT THEN EXERCISABLE OR VESTED, WILL, SUBJECT TO THE COMPANY'S RECEIPT OF ANY REQUIRED CONSENTS ("OPTION CONSENT") OF HOLDERS OF STOCK OPTIONS, BE CANCELED, AND THE HOLDERS THEREOF SHALL BE ENTITLED TO RECEIVE FROM THE COMPANY, FOR EACH SHARE SUBJECT TO SUCH STOCK OPTION, IN SETTLEMENT AND CANCELLATION THEREOF, AN AMOUNT IN CASH EQUAL TO THE EXCESS, IF ANY, OF THE PER SHARE MERGER CONSIDERATION OVER THE EXERCISE PRICE PER SHARE OF SUCH STOCK OPTION, WHICH AMOUNT SHALL BE PAID BY THE COMPANY AT THE EFFECTIVE TIME; PROVIDED, THAT WITH RESPECT TO ANY PERSON SUBJECT TO SECTION 16 OF THE EXCHANGE ACT, ANY SUCH AMOUNT SHALL BE PAID AS SOON AS PRACTICABLE AFTER THE FIRST DATE PAYMENT CAN BE MADE WITHOUT LIABILITY TO SUCH PERSON UNDER SECTION 16(b) OF THE EXCHANGE ACT. THE FOREGOING PAYMENTS SHALL BE SUBJECT TO ALL WITHHOLDING TAX REQUIREMENTS.
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Related to Options and Other Purchase Rights

  • Adjustments and Other Rights The Exercise Price and the number of Shares issuable upon exercise of this Warrant shall be subject to adjustment from time to time as follows; provided, that if more than one subsection of this Section 13 is applicable to a single event, the subsection shall be applied that produces the largest adjustment and no single event shall cause an adjustment under more than one subsection of this Section 13 so as to result in duplication:

  • Reports and Other Communications to Fund Shareholders The Manager shall assist in developing all general shareholder communications, including regular shareholder reports.

  • Capitalization and Other Share Capital Matters The authorized, issued and outstanding share capital of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to equity compensation plans or arrangements, or upon the exercise of outstanding phantom equity, rights to receive shares, options or conversion rights, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The share capital of the Company, including the Common Shares and the Offered Shares, conforms in all material respects to each description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Common Shares have been (except that all shares that are or may be issued pursuant to any equity compensation plan or arrangement, when vested or settled in accordance with the respective terms thereof, or that are issued upon the exercise of option or conversion rights, will be) duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable securities laws. None of the outstanding Common Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding phantom equity, rights to receive shares, options, conversion rights, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for or that can be settled in, any share capital of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s equity compensation plans or arrangements, and the phantom equity, rights to receive shares, options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, equity, options and rights.

  • Voting Rights and Other Actions 14 SECTION 4.1. Prior Notice to Certificateholder with Respect to Certain Matters..................14 SECTION 4.2. Action by Certificateholder with Respect to Certain Matters........................15 SECTION 4.3. Restrictions on Certificateholder's Power..........................................15 SECTION 4.4. Rights of Note Insurer.............................................................15

  • Stock Ownership and Other Equity Interests Attached hereto as Schedule 7 is a true and correct list of all the issued and outstanding stock, partnership interests, limited liability company membership interests or other equity interest of the Borrower and each Subsidiary and the record and beneficial owners of such stock, partnership interests, membership interests or other equity interests. Also set forth on Schedule 7 is each equity investment of Holdings, the Borrower or any Subsidiary that represents 50% or less of the equity of the entity in which such investment was made.

  • Dividend, Voting and Other Rights Except as otherwise provided in this Agreement, the Grantee will have all of the rights of a shareholder with respect to the Shares, including the right to vote the Shares and receive any dividends that may be paid thereon; provided, however, that any additional Shares or other securities that the Grantee may become entitled to receive pursuant to a stock dividend, stock split, combination of shares, recapitalization, merger, consolidation, separation or reorganization or any other change in the capital structure of the Company will be subject to the same restrictions as the Shares.

  • Executive and Other Committees The Trustees by vote of a majority of all the Trustees may elect from their own number an Executive Committee to consist of not less than two members to hold office at the pleasure of the Trustees, which shall have the power to conduct the current and ordinary business of the Trust while the Trustees are not in session, including the purchase and sale of securities and the designation of securities to be delivered upon redemption of Shares of the Trust or a Series thereof, and such other powers of the Trustees as the Trustees may delegate to them, from time to time, except those powers which by law, the Declaration of Trust or these By-Laws they are prohibited from delegating. The Trustees may also elect from their own number other Committees from time to time; the number composing such Committees, the powers conferred upon the same (subject to the same limitations as with respect to the Executive Committee) and the term of membership on such Committees to be determined by the Trustees. The Trustees may designate a Chairman of any such Committee. In the absence of such designation the Committee may elect its own Chairman.

  • Contracts and Other Commitments The Company does not have and is not bound by any contract, agreement, lease, commitment, or proposed transaction, judgment, order, writ or decree, written or oral, absolute or contingent, other than (i) contracts for the purchase of supplies and services that were entered into in the ordinary course of business and that do not involve more than $50,000, and do not extend for more than one (1) year beyond the date hereof, (ii) sales contracts entered into in the ordinary course of business, and (iii) contracts terminable at will by the Company on no more than thirty (30) days' notice without cost or liability to the Company and that do not involve any employment or consulting arrangement and are not material to the conduct of the Company's business. For the purpose of this paragraph, employment and consulting contracts and contracts with labor unions, and license agreements and any other agreements relating to the Company's acquisition or disposition of patent, copyright, trade secret or other proprietary rights or technology (other than standard end-user license agreements) shall not be considered to be contracts entered into in the ordinary course of business.

  • Subdivisions, Combinations and Other Issuances If the Company shall at any time after the Date of Issuance but prior to the Expiration Date subdivide its shares of capital stock of the same class as the Warrant Shares, by split-up or otherwise, or combine such shares of capital stock, or issue additional shares of capital stock as a dividend with respect to any shares of such capital stock, the number of Warrant Shares issuable on the exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision or stock dividend, or proportionately decreased in the case of a combination. Appropriate adjustments shall also be made to the Exercise Price payable per share, but the aggregate Exercise Price payable for the total number of Warrant Shares purchasable under this Warrant (as adjusted) shall remain the same. Any adjustment under this Section 2(a)(1) shall become effective at the close of business on the date the subdivision or combination becomes effective, or as of the record date of such dividend, or in the event that no record date is fixed, upon the making of such dividend.

  • Voting and Other Rights (a) Only those Record Holders of Voting Shares on the Record Date set pursuant to Section 7.3 shall be entitled to notice of, and to vote at, a meeting of Members or to act with respect to matters as to which the holders of the Voting Shares have the right to vote or to act. All references in this Agreement to votes of, or other acts that may be taken by, the Voting Shares shall be deemed to be references to the votes or acts of the Record Holders of such Voting Shares on such Record Date.

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