Purchase of Rollover Options and Rollover Exercise Shares Sample Clauses

Purchase of Rollover Options and Rollover Exercise Shares. (a) If a Rollover Optionholder’s active employment with the Company or any Subsidiary thereof that employs the Rollover Optionholder is, or has been, terminated for any reason or, in the case of Xxxx Xxxxxxxx, his employment with Eclipse Development Corporation (“Eclipse”) is terminated or the Company’s business relationship with Eclipse is terminated, in each case, for any reason, the Company shall have the option to purchase all or any portion of the Rollover Options or the Rollover Exercise Shares then held by the Rollover Optionholder (or, in the case of his or her death, his or her estate) and shall have 90 days from the date of such termination (such 90-day period, the “First Option Period”) during which to give notice in writing to the Rollover Optionholder (or his estate) of its election to exercise or not to exercise such option, in whole or in part. The Company hereby undertakes to use reasonable efforts to act as promptly as practicable following such termination to make such election. If the Company fails to give notice that it intends to exercise such option within the First Option Period or the Company gives notice that it does not intend to exercise such option or that it intends to exercise such option with respect to only a portion of the Rollover Options or the Rollover Exercise Shares, as the case may be, then NCP-EH shall have the right to purchase any or all of the Rollover Options or the Rollover Exercise Shares, as the case may be, then held by the Rollover Optionholder (or his or her estate) that will not be purchased by the Company, and shall have until the expiration of the earlier of (x) 90 days following the end of the First Option Period or (y) 90 days from the date of receipt by NCP-EH of written notice from the Company indicating whether it will exercise its option to purchase any of the Rollover Options or the Rollover Exercise Shares, as the case may be (such 90-day period being hereinafter referred to as the “Second Option Period”), to give notice in writing to the Rollover Optionholder (or his or her estate) of NCP-EH’s exercise of its option, in whole or in part. If the options of the Company and NCP-EH to purchase the Rollover Options or the Rollover Exercise Shares, as the case may be, pursuant to this Section 2.10(a) are not exercised with respect to all of the Rollover Options or the Rollover Exercise Shares, as the case may be, as provided herein (other than as a result of Section 2.10(e) hereof), the Rollover Optio...
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Related to Purchase of Rollover Options and Rollover Exercise Shares

  • Exercise of Nonstatutory Stock Option There may be a regular ------------------------------------- federal income tax liability upon the exercise of a Nonstatutory Stock Option. The Optionee will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. If Optionee is an Employee or a former Employee, the Company will be required to withhold from Optionee's compensation or collect from Optionee and pay to the applicable taxing authorities an amount in cash equal to a percentage of this compensation income at the time of exercise, and may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise.

  • Vesting and Exercise of Option The Option shall vest and become exercisable during its term in accordance with the following provisions:

  • No Rights as Stockholder Until Exercise; No Settlement in Cash This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be required to net cash settle an exercise of this Warrant.

  • Exercise of Nonqualified Stock Option If the Option does not ------------------------------------- qualify as an ISO, there may be a regular federal and California income tax liability upon the exercise of the Option. Participant will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. If Participant is a current or former employee of the Company, the Company may be required to withhold from Participant's compensation or collect from Participant and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income at the time of exercise.

  • No Rights as Shareholder Until Exercise; No Settlement in Cash This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be required to net cash settle an exercise of this Warrant.

  • Method of Exercise of Options Optionee shall notify the Company by written notice sent by certified mail, return receipt requested, addressed to the Company's principal office, or by hand delivery to such office, as to the number of Shares which Optionee desires to purchase under the options, which written notice shall be accompanied by Optionee's check payable to the order of the Company for the full option price of such Shares. As soon as practicable after the receipt of such written notice, the Company shall, at its principal office, tender to Optionee a certificate or certificates issued in Optionee's name evidencing the Shares purchased by Optionee hereunder.

  • Term and Exercise of Option (a) The term of this Option shall commence on the Grant Date set forth above and shall continue until the Expiration Date set forth above, unless earlier terminated as provided herein.

  • Method of Exercise of Option (a) Subject to the terms and conditions of this Agreement, the Option shall be exercisable by notice in the manner set forth in Exhibit A hereto (the "NOTICE") and provision for payment to the Corporation in accordance with the procedure prescribed herein. Each such Notice shall:

  • Exercise of Stock Options If stock options granted in connection with a Stock Incentive Plan are exercised:

  • Number of Shares Issuable upon Exercise From and after the Issue Date through and including the Expiration Date, the Holder hereof shall be entitled to receive, upon exercise of this Warrant in whole in accordance with the terms of subsection 1.2 or upon exercise of this Warrant in part in accordance with subsection 1.3, shares of Common Stock of the Company, subject to adjustment pursuant to Section 4.

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