Share Incentive Plans. Each stock option granted by the Company under the Company’s share incentive plans was granted (i) in accordance with the terms of the Company’s share incentive plans and (ii) with an exercise price at least equal to the fair market value of the Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under the Company’s share incentive plans has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.
Share Incentive Plans. The share incentive plans of Wellsford and EQR, respectively, shall be terminated or continued, as specifically set forth in the Articles of Merger.
Share Incentive Plans. (a) The Company shall grant the Executive: On the Service Commencement Date, or as soon as practicable after, subject to the rules of the CSE the Executive will be granted an option to purchase 5% of the issued and outstanding common shares of the Company (the “Initial Grant”) at an exercise price per share equal to the closing market price of the Company’s common shares on the day prior to the date of the Initial Grant. The Initial Grant shall be fully vested. Thereafter, subject to the rules of the CSE, and the terms and provisions of the Company’s stock option plan, upon subsequent issues of common stock of the Company, the Executive will be granted an option to purchase additional shares to maintain the option to purchase 5% of the issued and outstanding shares of the Company (the “Subsequent Grants”).
Share Incentive Plans. Each stock option granted by the Company under the Company’s share incentive plans was granted in accordance with the terms of the Company’s share incentive plans. No stock option granted under the Company’s share incentive plans has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.
Share Incentive Plans. 2. In consideration of the Offeror agreeing to make the Offer, I undertake, agree and represent to and with the Offeror in the following terms:
Share Incentive Plans. The share incentive plans of EWR shall be discontinued as specifically set forth in the Articles of Merger.
Share Incentive Plans. To the extent that a Transferred Employee holds any unvested stock options or other equity-based awards in Seller common stock (Seller Equity Awards) as of the Closing, the Seller shall take all actions to cause such Seller Equity Awards to become vested as follows: (A) with respect to any Seller Equity Award that is subject to time or service-based vesting conditions, the Seller Equity Award shall vest early as a result of Closing and be time pro-rated to take account of the reduced period of time, as a proportion of the original vesting period, that the relevant Transferred Employee worked within the Seller’s Group (calculated on the basis of the number of years of service as at the Closing Date, where part years of service are rounded up); (B) with respect to any Seller Equity Award that is subject to performance-based vesting conditions where the Seller is able to reasonably determine performance, the Seller Equity Award shall vest early as a result of Closing based on the Seller’s determination of performance to the Closing Date and be time pro-rated to take account of the reduced period of time, as a proportion of the original vesting period, that the relevant Transferred Employee worked within the Seller’s Group (calculated on the basis of the number of years of service as at the Closing Date, where part years of service are rounded up); and (C) with respect to any Seller Equity Award that is subject to performance-based vesting conditions for which the Seller is unable to determine performance, the Seller Equity Award shall vest early as a result of Closing based on the Seller’s reasonable determination of performance conditions at target level and be time pro-rated to take account of the reduced period of time, as a proportion of the original vesting period, that the relevant Transferred Employee worked within the Seller’s Group (calculated on the basis of the number of years of service as at the Closing Date, where part years of service are rounded up). To the extent that a Transferred Employee forfeits any stock options or other equity-based awards granted (or to which such Transferred Employee would otherwise have been entitled under the Seller’s Leveraged Share Savings Plan in Switzerland or the Seller’s Employee Share Ownership Plans in Switzerland and the United Kingdom) under any Benefit Plan as a consequence of becoming a Transferred Employee, the Purchaser shall, or shall cause its Affiliates to, grant such Transferred Employee cash or eq...
Share Incentive Plans. The provisions of this Section 5.5 shall have effect in the event that any employee, officer or director of any Company, Company Subsidiary or, on or after Closing, of any company in the Purchaser Group that participates in the Share Incentive Plans (for the purposes of this Section 5.5. only, a “Relevant Person”) realizes an Award Gain and any company in the Purchaser Group is obliged to account for any Employee Taxation or to pay any Employer Taxation on, or at any time after, Closing:
Share Incentive Plans. With respect to the share options (the “Share Options”), restricted share units and restricted shares granted pursuant to the equity plans of the Company and its Subsidiaries (the “Company Share Incentive Plans”), (i) each grant of a Share Option, restricted share units and issuance of restricted shares was duly authorized no later than the date on which the grant of such Share Option, restricted share units or issuance of restricted shares 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 or issuance (if any) was duly executed and delivered by each party thereto, (ii) each such grant or issuance was made in accordance with the terms of the Company Share Incentive 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 any other exchange on which the Company securities are traded and (iii) each such grant or issuance was properly accounted for in accordance with US 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.
Share Incentive Plans. RESOLVED, that (i) the amendment of the Company’s existing Equity Incentive Plan (as amended, the “Amended ESOP”), in the form attached hereto as Exhibits E-1, and (ii) the adoption of the new Equity Incentive Plan substantially in the form attached hereto as Exhibits E-2 (“New ESOP”), and (iii) the determination of the aggregate number of shares reserved for the purpose of issuance of, and grant of awards exercisable into, ordinary shares under the Amended ESOP and the New ESOP (as set forth in the New ESOP), as the maximum number of shares that may be issued pursuant to Incentive Stock Options granted under and as defined in the New ESOP; in each case, in a manner that is intended to qualify as Incentive Stock Options under certain U.S. tax regimes, all be hereby approved by the Shareholders in all respects, to become effective immediately prior to the BCA Closing.
