Stock Option and Other Stock Plans Sample Clauses

Stock Option and Other Stock Plans. (a) CapStar Stock Options. Immediately prior to the Effective Time, each option to purchase shares of CapStar Common Stock (a "CAPSTAR STOCK OPTION") set forth in Schedule 4.3(b) of the CapStar Disclosure Letter which is outstanding at such time shall be vested and exercisable. As of the Effective Time, each CapStar Stock Option which is outstanding as of the Effective Time shall be assumed by the Surviving Corporation and converted into an option (or a new substitute option shall be granted) to purchase the number of shares of AGH Common Stock (rounded up to the nearest whole share) equal to the number of shares of CapStar Common Stock subject to such option multiplied by the CapStar Exchange Ratio, at an exercise price per share of AGH Common Stock (rounded down to the nearest xxxxx) equal to the former exercise price per share of CapStar Common Stock under such option immediately prior to the Effective Time as appropriately adjusted to reflect the value of the Spin-Off Transaction, as determined in good faith by the board of directors of CapStar; provided, however, that in the case of any CapStar Stock Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, the conversion formula shall be adjusted, if necessary, to comply with Section 424(a) of the Code. Except as provided above, the converted or substituted CapStar Stock Options shall be subject to the same terms and conditions (including, without limitation, expiration date, vesting and exercise provisions) as were applicable to CapStar Stock Options immediately prior to the Effective Time, except that all converted or substituted CapStar Stock Options shall be vested and fully exercisable. Except as provided in the immediately preceding sentence, the Merger shall not be treated as an event which shall affect the period for exercising CapStar Stock Options. CapStar Stock Options shall not be treated as expiring as of the Effective Time solely due to the fact that CapStar shall cease to exist as of the Effective Time. CapStar and AGH shall take such necessary action to effectuate the terms of this Section 7.8(a), including the amendment by the Board of Directors of CapStar of the CapStar Stock Plans and the filing of any registration statements or other documents.
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Stock Option and Other Stock Plans. (a) As soon as practicable following the date of this Agreement, Parent and Company shall take such action with respect to Company's 1998 Stock Option Plan, Employee Stock Purchase Plan, 1988 Stock Plan and Stock Ownership Plan for Outside Directors (collectively, the "Company Option Plans") as may be required to effect the following provisions of this Section 2.07(a). At the Effective Time, each option to purchase shares of Company Common Stock pursuant to the Company Option Plans that is then outstanding, whether vested or unvested (each a "Company Stock Option"), shall be, at the option of each holder, to be made within 30 days of the receipt of the notices and election forms specified in subsection (b) below, (i) converted into the right to receive cash in an amount equal to the excess of the "blended value" of the Merger
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Stock Option and Other Stock Plans. With respect to ---------------------------------- each employee benefit plan, program or arrangement under which KU Energy Common Stock is required to be used for purposes of the payment of benefits, grant of awards or exercise of options (each, a "Stock Plan"), (i) LG&E Energy and KU ---------- Energy shall take such action as may be necessary so that, after the Effective Time, such Stock Plan shall provide for the issuance or purchase in the open market only of Company Common Stock rather than KU Energy Common Stock and otherwise to amend such Stock Plans to reflect this Agreement and the Merger, and (ii) the Company shall (w) take all corporate action necessary or appropriate to obtain shareholder approval with respect to such Stock Plan to the extent such approval is required for purposes of the Code or other applicable law, or, to the extent the Company deems it desirable, to enable such Stock Plan to comply with Rule 16b-3 promulgated under the Exchange Act, (x) reserve for issuance under such Stock Plan or otherwise provide a sufficient number of shares of Company Common Stock for delivery upon payment of benefits, grants of awards or exercise of options under such Stock Plan, (y) as soon as practicable after the Effective Time, file one or more registration statements under the Securities Act with respect to the shares of Company Common Stock subject to such Stock Plan to the extent such filing is required under applicable law and use its best efforts to maintain the effectiveness of such registration statement(s) (and the current status of the prospectuses contained therein or related thereto) so long as such benefits, grants or awards remain payable or such options remain outstanding, as the case may be and (z) cause such shares of Company Common Stock subject to such Stock Plan to be listed for trading on the NYSE. With respect to those individuals who subsequent to the Merger will be subject to the reporting requirements under (S) 16(a) of the Exchange Act, the Company shall administer the Stock Plans, where applicable, in a manner that complies with Rule 16b-3 under the Exchange Act. Unless otherwise agreed to by the parties, each of LG&E Energy and KU Energy shall use its best efforts to obtain any shareholder approvals that may be necessary for the deduction of any compensation payable under any Stock Plan or other compensation arrangement.
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Stock Option and Other Stock Plans. At the Effective Time, each outstanding option to purchase shares of Xxxxxxx Common Stock (each a "Xxxxxxx Stock Option") under Xxxxxxx Stock Plans, whether vested or unvested, will be assumed by CYBEX. Each Xxxxxxx Stock Option so assumed by CYBEX shall continue to have, and be subject to, the same terms and conditions set forth in the applicable Xxxxxxx Stock Plan immediately prior to the Effective Time, except that (i) such Xxxxxxx Stock Option shall be exercisable for that number of whole shares of CYBEX Common Stock equal to the product of the number of shares of Xxxxxxx Common Stock that were issuable upon exercise of such Xxxxxxx Stock Option immediately prior to the Effective Time, multiplied by the Merger Consideration, rounded up to nearest whole number of shares of CYBEX Common Stock, (ii) the per share exercise price shall be equal to the quotient determined by dividing the exercise price per share of Xxxxxxx Common Stock at which such Xxxxxxx Stock Option was exercisable immediately prior to the Effective Time by the Merger Consideration, rounded up to the nearest whole cent, and (iii) each Xxxxxxx Stock Option shall be immediately exercisable.
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Stock Option and Other Stock Plans. (a) Amendment of Stock Plans and Agreements .......... ........ (b) Company Action ....................................... 8.12 No Solicitations ........................................... 8.13 Company Board of Directors .................................. 8.14 Com pany Officers ..........................................
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Stock Option and Other Stock Plans. 75 (a) Amendment of Stock Plans and Agreements. . 75 (b)
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Stock Option and Other Stock Plans 
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Related to Stock Option and Other Stock Plans

  • 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.

  • Stock Appreciation Rights The Grantee or other person entitled to exercise this Option is further hereby granted the right ("Stock Appreciation Right") in lieu of exercising this Option or any portion thereof to receive an amount equal to the lesser of (a) the excess of the Fair Market Value of the stock subject to this Option or such portion thereof over the aggregate exercise price for such shares hereunder as of the date the Stock Appreciation Right is exercised, or (b) 200% of the aggregate exercise price for such shares hereunder. The amount payable upon exercise of such Stock Appreciation Right may be settled by payment in cash or in shares of the class then subject to this Option valued on the basis of their Fair Market Value on the date Stock Appreciation Right is exercised, or in a combination of cash and such shares so valued. No Stock Appreciation Right may be exercised, in whole or in part, (i) other than in connection with the contemporaneous surrender without exercise of this Option or the portion thereof that corresponds to the portion of the Stock Appreciation Right being exercised, or (ii) except to the extent that this Option or such portion thereof is exercisable on the date of exercise of the Stock Appreciation Right by the Person exercising the Stock Appreciation Right, or (iii) unless the class of stock then subject to this Option is then Publicly Traded.

  • Company Stock Options (a) At the Effective Time, each outstanding stock option (each a "Company Stock Option" and, collectively, the "Company Stock Options") granted pursuant to the terms and conditions of the Company's stock option plans and arrangements (collectively, the "Company Stock Option Plans"), whether or not exercisable, shall be converted into and become rights with respect to Parent Common Stock, and the Parent shall assume the Company's obligations with respect to each Company Stock Option and the related Company Stock Option Plan, in accordance with its terms, except that from and after the Effective Time (i) Parent and its compensation committee shall be substituted for the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option Plan, if any, under which such Company Stock Option was granted or otherwise governed, (ii) each Company Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (iii) the number of shares of Parent Common Stock subject to such Company Stock Option shall be equal to the number of whole shares (rounded to the nearest whole share) of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, (iv) the per share exercise price under each such Company Stock Option shall be adjusted by dividing the per share exercise price under each such Company Stock Option by the Exchange Ratio and rounding to the nearest whole cent, and (v) all references in the Company Stock Option Plans and the stock option certificates and agreements to the Company (or its predecessors) shall be deemed to refer to Parent. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 2.04(a), each Company Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Option, within the meaning of Section 424(h) of the Code.

  • Stock Options and Restricted Stock (a) Upon termination of the Executive’s employment with the Employer without Cause or as a result of a Constructive Termination without Cause, all restrictions on any Equity Award granted or issued by the Employer or any of the Participating Subsidiaries to the Employee after the Effective Date, including any transferability or vesting restrictions, immediately shall lapse. The Executive additionally shall have the immediate right to exercise any Employer stock options in full (without regard to any restriction on the underlying stock, and whether granted under this Agreement or otherwise), whether or not any such option is fully exercisable on the date of termination, for the remainder of the original full maximum term of each such stock option. In addition, in the event that the Executive’s employment is terminated for any reason within one (1) year following the consummation of a Change in Control (including, without limitation, the date of the consummation) then the Executive shall be entitled, at the Executive’s option and without the preclusion or reduction of any benefit otherwise available to him under this Agreement (pursuant to Section 12.6 or otherwise), to exercise all options granted previously to the Executive during the longest period permissible under the terms of the plan under which such options were issued from the Change in Control Closing Date, and additionally to freely transfer any options held, directly or indirectly, by the Executive as of the Change in Control Closing Date.

  • Stock Plans 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 Internal Revenue Code of 1986, as amended (the “Code”), so qualifies, (ii) each grant of a Stock Option was duly authorized 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), to the Company’s knowledge, was duly executed and delivered by each party thereto, (iii) each such grant was made in all material respects in accordance with the terms of the Company Stock Plans, and (iv) each such grant was properly accounted for in accordance with generally accepted accounting principles as applied in the United States (“GAAP”) in the financial statements (including the related notes) of the Company.

  • Restricted Stock Awards Each Restricted Stock Award shall be evidenced by a Restricted Stock Award Agreement, which shall comply with and be subject to the following terms and conditions:

  • 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.

  • Stock Rights In the event of a Change in Control, all restricted Company stock and all options, stock appreciation rights, and/or other stock rights held by Executive with respect to Company stock that are exempt from Section 409A (“Stock Rights”) which are not fully vested (and exercisable, if applicable) shall become fully vested and exercisable as of a time established by the Board, which shall be no later than a time preceding the Change in Control which allows Executive to exercise the Stock Rights and cause the stock acquired thereby to participate in the Change in Control transaction. If the Change in Control transaction is structured so that stock participating therein at one time is or may be treated differently from stock participating therein at a different time (e.g., a tender offer followed by a squeeze-out merger), the Board shall interpret this Subsection (d) to provide for the required vesting acceleration in a manner designed to allow Executive to exercise the Stock Rights and cause the stock acquired thereby to participate in the earliest portion of the Change in Control transaction. If the consummation of a Change in Control transaction is uncertain (e.g., a tender offer in which the tender of a minimum number of shares is a condition to closing, or a voted merger or proxy contest in which a minimum number of votes is a condition to closing), the Board shall apply this Subsection (d) by using its best efforts to determine if and when the Change in Control transaction is likely to close, and proceeding accordingly. To the extent necessary to implement this Subsection d), each agreement reflecting a Stock Right, and each plan, if any, pursuant to which a Stock Right is issued, if any, shall be deemed amended.

  • Stock Option Grants Executive will receive an annual grant of stock options during the term of this Agreement in a manner and under terms that are consistent with grants made to other executives of the Company.

  • Company Stock Plans (a) The Company shall take such action as shall be required:

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