Outstanding Options. The option granted to Optionee under this Option Agreement shall in no event be exercised while there is outstanding any option previously granted to Optionee to purchase common shares of the Company at a price higher than the option price under the option herein granted to Optionee.
Outstanding Options. All grants of options were validly issued and duly authorized by the board of directors of the Company (or a duly authorized committee thereof) in material compliance with all applicable laws and regulations and recorded in the Company’s financial statements in accordance with GAAP.
Outstanding Options. Each Outstanding Award that is an option in respect of Verizon Common Stock granted under a Verizon Plan that is held by an Idearc Individual as of the Distribution Date (each, an “Original Option”) shall remain an option in respect of Verizon Common Stock subject to a Verizon Plan (each, a “Remaining Option”). Subject to any limitation required to comply with the provisions of Section 409A of the Code, each Remaining Option held by any person who is or becomes an Idearc Employee on the Distribution Date shall vest and become immediately exercisable upon the Distribution Date, and will remain exercisable until the earlier of (i) 5 years following the Distribution Date or (ii) the expiration of the stated term of the Original Option. The exercise price and number of shares subject to each Remaining Option shall be adjusted pursuant to the terms of the applicable Verizon Plan but in a manner consistent with the requirements of Section 424 of the Code. As a result, the Remaining Option shall be adjusted in accordance with clauses (A) and (B) below (to be interpreted and applied in such a way as to minimize any adverse consequences from any possible application of FAS 123R and Section 409A of the Code to such conversions):
Outstanding Options. Employee agrees that any existing stock options that he holds immediately prior to the date hereof and which are not vested and exercisable immediately prior to a Change of Control, shall, notwithstanding Section 14(d) of the LTIP, only become automatically vested and exercisable in the event of a Change of Control (as defined in the LTIP) if the per share exercise price of such options is less than the then fair market value (as defined in the LTIP) of a share of Alamosa common stock.
Outstanding Options. Upon a Change in Control in which the Corporation is the surviving corporation, a Participant’s then-outstanding Options that are not vested shall immediately become fully vested (and, to the extent applicable, all performance conditions shall be deemed satisfied as if target performance were achieved) and exercisable over the exercise period set forth in the applicable Award Agreement. Upon a Change in Control in which the Corporation is not the surviving corporation, a Participant’s then-outstanding Options shall become fully vested and exercisable for such period of time prior to the Change in Control as is deemed fair and equitable by the Committee and shall terminate at the effective time of the Change in Control. The Committee shall provide written notice of the period of accelerated exercisability of Options to all affected Participants. The exercise of any Option whose exercisability is accelerated as provided in this paragraph (a) shall be conditioned upon the consummation of the Change in Control and shall be effective only immediately before such consummation. Alternatively, the Committee may elect to cancel such Options and pay the Participant an amount of cash (less normal withholding taxes) equal to the excess of (i) the value, as determined by the Committee, of the consideration (including cash) received by the holder of a share of Stock as a result of the Change in Control (or if the Corporation's stockholders do not receive any consideration as a result of the Change in Control, the Fair Market Value of a share of Stock on the day immediately prior to the Change in Control) over (ii) the per-share Exercise Price of such Option, multiplied by the number of shares of Stock subject to such Award. No payment shall be made to a Participant for any Option if the Exercise Price for such Option exceeds the value, as determined by the Committee, of the consideration (including cash) received by the holder of a share of Stock as a result of the Change in Control.
Outstanding Options. There are no outstanding or authorized options, warrants, rights, contracts, calls, puts, rights to subscribe, conversion rights or other agreements or commitments to which Company is a party or which are binding upon Company providing for the issuance, transfer, disposition or acquisition of any of its capital stock; there are no outstanding or authorized equity appreciation, phantom stock or similar rights with respect to Company; and, there are no voting trusts, proxies or any other agreements or understandings with respect to the voting of the capital stock of Company.
Outstanding Options. Any options exercised by Celgene pursuant to Section 5.1 that have not at the time of termination or expiration resulted in an executed Development & Commercialization Agreement will, at Celgene’s option, be consummated pursuant to Sections 5.2 through 5.4, and Bluebird’s option under Section 5.3 will not terminate unless Celgene has terminated this Agreement pursuant to Section 12.3(a). CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
Outstanding Options. DCC has heretofore reserved an aggregate of 31,000 shares of its Old Class B Common Stock and 31,000 shares of its Class C Common Stock for issuance upon the exercise of options granted and to be granted under its 1996 Stock Option Plan, as amended (the "Plan"). At the Effective Time, Old Class B Common Stock shall be redesignated as New Class D Common Stock. The aggregate number of shares of New Class D Common Stock (formerly Old Class B Common Stock) reserved for issuance under the Plan shall be 33,000 shares. The number of shares of Class C Common Stock reserved for issuance under the Plan shall be 4,226 shares.
Outstanding Options. Each option to purchase Company Shares (each, a “Company Option”) outstanding immediately prior to the Effective Time shall, by virtue of the Merger and in accordance with the applicable Company Option Plans, be cancelled prior to the Effective Time in exchange for the right to receive an amount, if any, in cash equal to (i) the Change in Control Price of the Company Shares covered by such Company Option, less (ii) the exercise price of such Company Option. As used herein, the “Change in Control Price” means the higher of (A) the highest price per Company Share paid in connection with the Merger, or (B) the highest fair market value per Company Share at any time during the sixty-day period immediately preceding the Effective Time. The Company shall cancel the Company Option Plans as of the Effective Date, and the sole remaining right of each holder of a Company Option after the Effective Date shall be to receive the consideration set forth in this Section 4.1(d). After the Effective Time, Parent shall grant options to purchase Parent Shares to continuing employees of the Surviving Corporation in accordance with Parent’s customary incentive compensation policies and procedures.
Outstanding Options. On or before the Effective Date of the Merger, the Company shall use its best efforts to cause all Outstanding Options to be converted by the Merger into the right to receive for each Share covered thereby a cash amount equal to the excess of the Merger Consideration over the option exercise price. Such amount shall be paid by the Paying Agent on the Effective Date.
