Promised Options Sample Clauses

Promised Options. Prior to the Closing, in consultation with Parent, the Company shall use commercially reasonable efforts to obtain from each Option Release Individual (and any other Person who would be an Option Release Individual had the Company’s commitment to grant Company Options or other securities of the Company arose on or prior to the Agreement Date) a non-revocable waiver and release, pursuant to which such Person will waive any and all claims relating to or arising from, directly or indirectly, such committed Company Securities, in a form reasonably acceptable to Parent (each, a “Promised Option Waiver”). All agreements, notices or other documents prepared by the Company in connection with the Promised Option Waiver shall be subject to the prior review, comment and reasonable approval of Parent. The Company will provide Parent with a copy of each such Promised Option Waiver as promptly as practicable following its execution.
Sample 1
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Promised Options. Each holder of a Promised Option held by a Continuing Employee will be entitled to receive restricted stock units that will settle into the number of shares of Parent Stock (“Parent RSUs”) equal to (i) the Spread Value of the Promised Option divided by (ii) the Parent Stock Price, rounded down to the nearest whole share, which shall be subject to the vesting terms and conditions set forth on Schedule 3.4(e) of the Disclosure Schedule and will be issued in accordance with the Parent’s 2019 Equity Incentive Plan (the “Parent Option Plan”), except that each Parent RSU will vest over four years, with 1/4 of the Parent RSU vesting on the first anniversary of the existing vesting commencement date underlying the Promised Option as of immediately prior to the Effective Time and the remainder vesting thereafter in equal installments on each quarterly anniversary of the existing vesting commencement date, subject to continued employment with Parent on each such vesting date; provided that the vesting commencement date will be the closest of the following dates to the Continuing Employee’s existing vesting commencement date: February 28, May 28, August 28, or November 28; provided, further, that no holder of a Promised Option will be entitled to receive any consideration in respect of such Promised Option until such holder delivers a duly executed non-revocable waiver and consent in the form attached hereto as Exhibit E (a “Promised Option Waiver”).
Sample 1
Promised Options. Subject to Section 2.10, at the Effective Time, each holder of a Promised Option held by a Continuing Employee will be entitled to receive restricted stock units that will settle into the number of shares of Parent Stock (“Parent RSUs”) equal to (i) the Spread Value of the Promised Option divided by (ii) the Parent Stock Price, rounded down to the nearest whole share, which shall be subject to the vesting terms and conditions set forth on Schedule 3.4(e) and will be issued in accordance with the Parent’s 2019 Equity Incentive Plan (the “Parent Option Plan”); provided that no holder of a Promised Option will be entitled to receive any consideration in respect of such Promised Option until such holder delivers a duly executed non-revocable waiver and consent in the form attached hereto as Exhibit G (a “Promised Option Waiver”). For purposes of this Agreement, the term “Spread Value” means, with respect to each Company Share underlying such Promised Option, (x) the Per Share Common Consideration, less (y) the Deemed Exercise Price of such Promised Option.
Sample 1
Promised Options. Prior to the Closing, in consultation with Parent, the Company shall use reasonable best efforts to cause each Person who holds a Promised Option to execute a non-revocable waiver and consent in the form attached hereto as Exhibit F (a “Promised Option Waiver”). All agreements, notices, or other documents prepared by the Company in connection with the Promised Options shall be subject to the prior review, comment, and approval of Parent (which approval shall not be unreasonably withheld, conditioned, or delayed).
Sample 1
Promised Options. Subject to Section 1.9, at the Effective Time, by virtue of the Merger and without any further action on the part of the Company or the Surviving Corporation, each Promised Option Unit shall thereafter entitle the Promised Optionholder who holds such Promised Option Unit to receive payment from the Surviving Corporation, in accordance with the terms and conditions of this Agreement of an amount in cash (without interest and net of any Required Withholding Amount), with respect to each Promised Option Unit, equal to the sum of (A) the Per Share Residual Amount, minus the applicable Promised Option Base Amount with respect to each such Promised Option Unit (the aggregate of all such amounts payable to the Promised Optionholders in respect of Promised Option Units under this clause A, the “Closing Date Promised Option Payments”), plus (B) the Per Share Adjustment Escrow Amount, plus (C) the Per Share Indemnity Escrow Amount, plus (D) the Per Share Expense Fund Amount, plus (E) the Per Share Earnout Payment Amount that may, if and when earned, be payable hereunder in respect of each Promised Optionholder. Any Closing Date Promised Option Payment to be paid to any Promised Optionholder shall be deposited by or on behalf of Parent with the Surviving Corporation for further payment to such Promised Optionholder, net of any Required Withholding Amount, which payment shall (subject to receipt by the Surviving Corporation from such Promised Optionholder of a Promised Option Release Agreement that is executed no earlier than the Effective Time and becomes irrevocable by December 1, 2021) be made no later than the Surviving Corporation’s second next regularly scheduled payroll date following the Effective Time (or, with respect to Promised Option Release Agreements received by the Surviving Corporation following the Effective Time, the Surviving Corporation’s second next regularly scheduled payroll date following such receipt, but in any event, not later than December 31, 2021). To the extent any Promised Optionholder is entitled to receive payments from the Adjustment Escrow Funds, the Indemnity Escrow Funds, the Equityholders’ Representative Expense Funds and/or in respect of any Earnout Payment, such payments shall be paid by Parent and/or the Surviving Corporation, net of any Required Withholding Amount and subject to receipt by the Surviving Corporation of a Promised Option Release Agreement from such Promised Optionholder, at the same time and under the same ter...
Sample 1
Promised Options. Prior to the Effective Time, subject to the last sentence of this Section 6.18, the Company will grant Company RSUs to individuals set forth on Schedule E, to the extent such individuals remain employed or otherwise in service through and including the grant date thereof, from the shares remaining available for issuance under the 2018 Equity Incentive Plan. Schedule E shall include each Agreement Date Committed Equity Individual listed on Section 3.2(e) of the Disclosure Schedule, and shall set forth such individual’s name, vesting commencement date, date of commencement of employment or service, and vesting schedule of such Company RSUs. No later than five Business Days prior to the Closing Date, the Company shall deliver an updated Schedule E to Parent which will include each Post-Signing Committed Equity Individual in accordance with Section 6.2(e). Such updated Schedule E shall include (i) such individual’s name, vesting commencement date, number of Company RSUs, date of commencement of employment or service and vesting schedule of such Company RSUs, and (ii) the number of Company RSUs for each Agreement Date Committed Equity Individual which shall not be subject to acceleration under any circumstances (other than discretionary vesting acceleration provided for in the Company Equity Plan that will not be exercised prior to the Effective Time). The issuance of any Company RSUs in accordance with this Section 6.18, and the Company’s obligation to grant a Company RSU pursuant to this Section 6.18, shall be conditioned on such recipient of such Company RSUs executing a Company RSU Agreement in the form attached hereto as Exhibit K prior to the Closing (the “RSU Agreement”).
Sample 1
Promised Options. As soon as reasonably practicable (and in any event no later than the next regularly scheduled meeting of Acquiror’s board of directors, or the appropriate committee thereof, at which Acquiror’s board of directors, or the appropriate committee thereof, is granting employee equity awards in the ordinary course of business) following the Effective Time, Acquiror shall grant to each recipient of a Promised Option who is a Continuing Employee an award of restricted stock units (each, an “Acquiror RSU Award”) to purchase Acquiror Common Stock pursuant to Acquiror’s 2018 Equity Incentive Plan, and customary form of restricted stock unit award agreement thereunder, for a number of shares of Acquiror Common Stock set forth in the Payment Spreadsheet and on the vesting terms determined pursuant to Schedule A-5.
Sample 1
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Promised Options. Parent shall have received from holders representing 80% of aggregate Promised Options a Promised Option Release in form reasonably satisfactory to Parent.
Sample 1

Related to Promised Options

  • Unvested Options At the Effective Time, each option (each, a “Company Stock Option”) to purchase Shares granted under any employee or director stock option, stock purchase or equity compensation plan, arrangement or agreement of the Company, including, without limitation, under the Company’s 2002 Stock Plan, the Company’s 2007 Equity Incentive Plan and the AirWave Wireless, Inc. 2000 Stock Plan, (the “Company Stock Plans”), that is unvested and outstanding immediately prior to the Effective Time and is held by a person providing services to the Company or its Subsidiary immediately prior to the Effective Time shall be converted into and become an option with respect to Parent Common Stock, and Parent shall assume each unvested Company Stock Option, in accordance with the terms of the Company Stock Plans and/or stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) Parent and its compensation committee (the “Parent Compensation Committee”) shall be substituted for the Company and the compensation committee of the Company Board administering such Company Stock Plans, (ii) each unvested Company Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock (or cash, if so provided under the terms of such unvested Company Stock Option or required under applicable Law), (iii) the number of shares of Parent Common Stock subject to such unvested Company Stock Options shall be equal to the number of Shares subject to such unvested Company Stock Options immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole share, and (iv) the per share exercise price under each such unvested Company Stock Option shall be adjusted by dividing the per share exercise price under each such unvested Company Stock Option by the Exchange Ratio and rounding up to the nearest cent; provided, however, that with respect to Company Stock Options that are unvested, unexercised and outstanding immediately prior to the Effective Time, and which have an exercise price greater than the Merger Consideration, such unvested Company Stock Options shall not be assumed by Parent and shall automatically terminate as of the Effective Time if not exercised prior to or as of the Effective Time. In addition, each unvested Company Stock Option that is an “incentive stock option” or a nonqualified stock option held by a US taxpayer shall be adjusted as required by Section 424 of the Code and Section 409A of the Code and the Treasury Regulations thereunder, so as not to constitute a modification, extension or renewal of the option, within the meaning of Section 424(h) of the Code and the Treasury Regulations under Section 409A of the Code, or otherwise result in negative tax treatment or penalties under Section 424 of the Code or Section 409A of the Code, and clauses (iii) and (iv) of the first sentence of this Section 2.2(a) shall be modified to the extent necessary to ensure such compliance. “Exchange Ratio” means the fraction having a numerator equal to the Merger Consideration and having a denominator equal to the average closing price of Parent Common Stock on the New York Stock Exchange for the five consecutive trading days immediately preceding (but not including) the Closing Date (the “Parent Closing Price”).

  • 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.

  • 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.

  • Options Unless otherwise mutually agreed among the Parties, the Interconnection Customer shall select the In-Service Date, Initial Synchronization Date, and Commercial Operation Date; and either Standard Option or Alternate Option set forth below for completion of the Participating TO's Interconnection Facilities and Network Upgrades as set forth in Appendix A, Interconnection Facilities, Network Upgrades, and Distribution Upgrades, and such dates and selected option shall be set forth in Appendix B, Milestones.

  • Negotiated Option If the Developer elects not to exercise its option under Article 5.1.3, Option to Build, Developer shall so notify Connecting Transmission Owner and NYISO within thirty (30) Calendar Days, and the Developer and Connecting Transmission Owner shall in good faith attempt to negotiate terms and conditions (including revision of the specified dates and liquidated damages, the provision of incentives or the procurement and construction of a portion of the Connecting Transmission Owner’s Attachment Facilities and Stand Alone System Upgrade Facilities by Developer) pursuant to which Connecting Transmission Owner is responsible for the design, procurement and construction of the Connecting Transmission Owner’s Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades. If the two Parties are unable to reach agreement on such terms and conditions, Connecting Transmission Owner shall assume responsibility for the design, procurement and construction of the Connecting Transmission Owner’s Attachment Facilities and System Upgrades Facilities and System Deliverability Upgrades pursuant to 5.1.1, Standard Option.

  • Stock Options With respect to the stock options (the “Stock Options”) granted pursuant to the stock-based compensation plans of the Company and its subsidiaries (the “Company Stock Plans”), (i) each Stock Option intended to qualify as an “incentive stock option” under Section 422 of the Code so qualifies, (ii) each grant of a Stock Option was duly authorized no later than the date on which the grant of such Stock 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 stockholder 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 Stock Plans, the Exchange Act and all other applicable laws and regulatory rules or requirements, including the rules of the New York Stock Exchange and any other exchange on which Company securities are traded, and (iv) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company and disclosed in the Company’s filings with the Commission in accordance with the Exchange Act and all other applicable laws. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Stock Options prior to, or otherwise coordinating the grant of Stock Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or prospects.

  • Treatment of Expired Options and Unexercised Convertible Securities If, in any case, the total number of shares of Common Stock issuable upon exercise of any Option or upon conversion or exchange of any Convertible Securities is not, in fact, issued and the rights to exercise such Option or to convert or exchange such Convertible Securities shall have expired or terminated, the Exercise Price then in effect will be readjusted to the Exercise Price which would have been in effect at the time of such expiration or termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such expiration or termination (other than in respect of the actual number of shares of Common Stock issued upon exercise or conversion thereof), never been issued.

  • Company Options Prior to the Effective Time, the Company shall take all actions necessary and appropriate to provide that, immediately prior to the Effective Time, each unexpired and unexercised option or similar right to purchase Company Common Stock (each, a “Company Option”), under any stock option plan of the Company (including the Company’s 1998 Stock Compensation Program) or any other plan, agreement or arrangement (the “Company Stock Option Plans”), whether or not then exercisable or vested, shall be cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive (as promptly as practicable after the Effective Time), in consideration of the cancellation of such Company Option and in settlement therefor, (i) a payment in cash (subject to any applicable withholding or other taxes required by applicable Law to be withheld) of an amount equal to the product of (A) the total number of shares of Company Common Stock previously subject to such Company Option and (B) the excess, if any, of the Initial Common Consideration over the exercise price per share of Company Common Stock previously subject to such Company Option, and (ii) whether or not there is any excess of the Initial Common Consideration over the exercise price per share of Company Common Stock previously subject to such Company Option, a number of Common Stock Contingent Value Rights equal to the total number of shares of Company Common Stock previously subject to such Company Option (such amounts payable hereunder being referred to as the “Option Payment”). From and after the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the Option Payment, and, prior to the Effective Time, the Company shall obtain all necessary consents to ensure that former holders of Company Options will have no rights other than the right to receive the Option Payment.

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

  • Equity Award The Executive will be eligible to receive equity awards, if any, at such times and on such terms and conditions as the Board shall, in its sole discretion, determine.

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