Substituted Options Sample Clauses

The Substituted Options clause allows one party to replace an originally agreed-upon item, service, or obligation with an alternative of equivalent value or function. In practice, this means that if the original option becomes unavailable or impractical, the party can propose a substitute, subject to the other party's approval or predefined criteria. This clause provides flexibility in fulfilling contractual obligations and helps prevent delays or disputes when circumstances change, ensuring the contract can still be performed as intended.
Substituted Options. As part of the Spin-off, KCSI plans to substitute options for all KCSI non-qualified stock options outstanding on the day after the record date for the Spin-off ("Options") in order to provide for the equitable adjustment of the Options as allowed by the KCSI stock option plans pursuant to which the Options have been granted. All such Options will remain outstanding with an adjusted exercise price ("New KCSI Options"), and holders of the Options will receive separately exercisable options to buy ▇▇▇▇▇▇▇▇ common stock ("New ▇▇▇▇▇▇▇▇ Options") (collectively the New KCSI Options and the New ▇▇▇▇▇▇▇▇ Options are referred to as "Substituted Options").
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Substituted Options. At the Effective Time, the Company agrees with the Parent that the Substituted Options (being unexercised at the Effective Time) shall be released in exchange for Parent Options. The Parent Options shall be issued on the terms of and governed by the Parent Option Agreements referred to in Section 1.6 (g)(iv) below. Subject to the foregoing, the Parent Options shall have, and be subject to, substantially equivalent terms and conditions as the Substituted Options set forth in the option agreements relating thereto, as in effect immediately prior to the Effective Time, except that each Parent Option will be exercisable for that number of shares of Parent Common Stock and with an exercise price per share as set forth on Schedule 1.3(a)-1. Without limiting the generality of the foregoing, the Parent Options shall have the same term, exercisability and vesting schedule as the Substituted Options; provided, however, that (A) for avoidance of doubt, to the extent not already vested, all Parent Options will be fully vested upon the Effective Time, and (B) the shares of Parent Common Stock issuable upon exercise of the Parent Options shall be subject to the new lock-up provisions set forth in Section 1.6(g)(iii) below.
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Substituted Options. (a) The substituted options can be exercised into 58,064,516 Ordinary Shares of the Company (“Exercise Shares”) until February 28, 2013 with the addition of the period from the Date of Completion until the date of allocating the substituted options. (b) Each option can be exercised into one Ordinary Share with a par value of (US) Dollar 0.001 of the Company in exchange for payment in cash equaling the amount for exercising the Old Options, meaning a total of NIS 0.01 (one agura) (hereinafter: “Exercise Amount”). (c) All the remaining terms of the substituted options, including adjustments to the Exercise Amount, will be identical to the terms of the Old Options, all according to the specified in section 4 of the agreement between the Company and ▇▇▇▇▇ dated February 2, 2009, attached to this Agreement as “Appendix B”.
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Substituted Options. The Substituted Options will, when issued and delivered in accordance with this Agreement, be duly authorized, validly issued and binding obligations of Parent, enforceable against Parent in accordance with their terms, and any Parent Ordinary Shares issued upon exercise thereof in accordance with the terms of the relevant option plan and option agreement will, when issued, be duly authorized, validly issued, fully paid and nonassessable.
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Substituted Options. Pursuant to the Agreement and Plan of Merger among the Company, Helmerich & ▇▇▇▇▇, Inc. ("H&P"), Key Production Company, Inc. ("Key"), and others, the Company agreed to substitute Options and shares of Restricted Stock for outstanding options and shares of restricted stock granted by H&P and Key. The Committee shall grant the substituted Options and shares of Restricted Stock under this Plan. Substituted Options and Restricted Stock shall be granted pursuant to the Agreement and Plan of Merger under this Plan from the seven million (7,000,000) shares of Common Stock authorized for Awards under this Plan. The terms and conditions of the substituted Options and shares of Restricted Stock shall be the same as the terms and conditions of the options and shares of restricted stock that they replace.
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Substituted Options. Any option issued pursuant to the provisions of the proceeding section, or upon exchange, division, or partial exercise of this option or combination thereof with another option or options shall set forth each provision set forth in this agreement, as each such provision is set forth herein, and shall be duly executed on behalf of the Company by an authorized officer.
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Substituted Options. If the Committee cancels, with the consent of an Optionee, any Option granted under the Plan, and a new Option is substituted therefor, then the Committee may, in its discretion, provide that the Date of Grant of the canceled Option shall be the date used to determine the earliest date or dates for exercising the new substituted Option under SUBSECTION 7.2 hereof so that the Optionee may exercise or dispose of the substituted Option at the same time as if the Optionee had held the substituted Option since the Date of Grant of the canceled Option.
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Related to Substituted Options

  • Unvested Options Except where prohibited by Applicable Law, each Unvested Option held by a Continuing Employee shall, on the terms and subject to the conditions set forth in this Agreement, be assumed and converted by Acquirer (such Unvested Options assumed hereunder, the “Assumed Options”) in accordance with Section 409A of the Code and Section 424 of the Code, and the attendant Treasury Regulations under such Code sections, and in accordance with Section 5.12. As set forth in Section 5.12, subject to any agreement entered into by such Continuing Employee with Acquirer or the Surviving Corporation, each Assumed Option shall be subject to the same vesting arrangements (including with respect to any acceleration existing as of the date hereto) that were applicable to such Assumed Option immediately prior to or at the Effective Time, except that (i) such Assumed Option shall be exercisable for that number of whole shares of Acquirer Class A Common Stock equal to the product (rounded down to the next whole number of shares of Acquirer Class A Common Stock, with no cash being payable for any fractional share eliminated by such rounding) of the number of shares of Company Common Stock that were issuable upon exercise of such option immediately prior to the Effective Time and the Option Exchange Ratio, (ii) the per share exercise price for the shares of Acquirer Class A Common Stock issuable upon exercise of such Assumed Option shall be equal to the quotient (rounded up to the next whole cent) obtained by dividing the exercise price per share of Company Common Stock at which such option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio and (iii) subject to obtaining any consent required under the Company Option Plan from such Company Optionholder, no Assumed Option may be “early exercised” (i.e., an Assumed Option may be exercised for shares of Acquirer Class A Common Stock only to the extent the Assumed Option is vested at the time of exercise pursuant to the applicable vesting schedule). Acquirer will not assume any Unvested Options held by Persons that do not become Continuing Employees as of the Effective Time, and each such Unvested Option that is not an Assumed Options shall be cancelled for no consideration.

  • Vested Options On the next regularly scheduled payroll date of the Surviving Corporation occurring more than five (5) Business Days but less than twenty (20) Business Days following the Closing Date, the Surviving Corporation shall pay to each holder of a Vested Option (other than with respect to Non-Withholding Options) for whom Acquiror has received a duly executed Option Termination Agreement an amount in cash equal to the number of shares of Common Stock subject to such Vested Option multiplied by an amount equal to the difference between (a) the Per Share Closing Consideration, minus (b) the exercise price per share under such Vested Option, minus (c) such holder’s applicable Percentage of the Escrow Amount in respect of such Vested Option (the “Closing Options Payout Amount”). Following the Effective Time, the Paying Agent shall cause the applicable Closing Options Payout Amount to be paid to each holder of a Vested Option which is a Non-Withholding Option for whom Acquiror has received a duly executed Option Termination Agreement. The Closing Options Payout Amount payable to each holder of a Vested Option shall be set forth opposite such holder’s name on the Payment Schedule (such consideration subject to adjustment as provided herein and any applicable withholding Taxes). In the event of a conflict between the Payment Schedule and the provisions of this Agreement, the Payment Schedule shall control. Notwithstanding anything to the contrary herein or in the Company’s Amended and Restated Certificate of Incorporation (as amended as of the date hereof) (the “Restated Certificate”), Acquiror, Merger Sub, the Surviving Corporation, the Equityholder Representative and the Paying Agent shall be entitled to rely on the Payment Schedule as conclusive evidence of amounts payable to the holders of Vested Options pursuant to this Agreement. Each holder of a Vested Option, subject to receipt of a duly executed Option Termination Agreement, shall be entitled to receive with respect to each Vested Option subject thereto, such holder’s Percentage of the Earnout Payments, as and when such payments are required to be made, which amount shall be paid on the same schedule and on the same terms and conditions as apply to the Stockholders generally.

  • 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.

  • 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.

  • Additional Options The NYS Contract Price for Additional Options offered under the Contract in accordance with Section III.2.7 Additional Options, shall be the Additional Options NYS Discount listed on the Contract Pricelist, or higher, applied to the MSRP on the current OEM Data Book or Contractor-Published Pricelist, as applicable. See Section III.1.2