The Management Stockholder’s Right to Resell Stock and Options to the Company Sample Clauses

The Management Stockholder’s Right to Resell Stock and Options to the Company. (a) Subject to Section 5(g), if the Management Stockholder’s employment with the Company (or, if applicable, any of its subsidiaries or affiliates) terminates as a result of the death or Permanent Disability of the Management Stockholder, then the applicable Management Stockholder Entity shall, for 365 days following the date of such termination for death or Permanent Disability, have the right to:
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The Management Stockholder’s Right to Resell Stock and Options to the Company. (a) Except as otherwise provided herein, if the Management Stockholder’s employment with the Company (or, if applicable, any of its Subsidiaries or Affiliates) terminates as a result of the death or Disability of the Management Stockholder, then the applicable Management Stockholder Entity, shall, during the later of the following: (x) the 365-day period following the date of such termination for death or Disability or (y) if the Company has declared an Event (as defined below) has occurred, the 30-day period following the date on which the Management Stockholder Entity receives notice that an Event which was declared by the Company while the Management Stockholder Entity held the Stock no longer exists; provided, however, the Management Stockholder Entity shall not be entitled to exercise the Management Stockholder’s rights pursuant to this Section 5 unless the Management Stockholder Entity has held the Stock to be resold pursuant to this Section 5 for at least six (6) months (including as a result of net settlement as specified in Section 5(a)(ii) (the “Put Period”), have the right to:
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The Management Stockholder’s Right to Resell Stock and Options to the Company. (a) Except as otherwise provided herein, and subject to Section 6(b), if the Management Stockholder’s employment with the Company (or, if applicable, any of its subsidiaries or affiliates) terminates as a result of the death or Disability of the Management Stockholder, then the applicable Management Stockholder Entity, shall, until the later of (x) 365 days following the date of such termination for death or Disability or (y) if the Company has declared an Event has occurred, 30 days following the date on which the Management Stockholder receives notice that an Event no longer exists (the “Put Period”), have the right to:
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The Management Stockholder’s Right to Resell Stock and Options to the Company. (a) Except as otherwise provided herein and for the purpose of providing a market for the Stock or Options for the applicable Management Stockholder Entities, if, prior to the Lapse Date, either (x) prior to Retirement, the Management Stockholder’s employment with the Company (or any of its subsidiaries) terminates as a result of the death or Disability of the Management Stockholder or (y) after Retirement, the Management Stockholder dies or suffers a Disability, then the applicable Management Stockholder Entity, shall, for one year following the date of (x) such termination for death or Disability or (y) such death or Disability, respectively (as applicable, the “Put Period”), have the right to:
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The Management Stockholder’s Right to Resell Stock and Options to the Company. (a) Except as otherwise provided herein, if, prior to the fifth anniversary of the Investment Date, the Management Stockholder is still in the employ of the Company or any subsidiary of the Company and the Management Stockholder either dies or becomes Permanently Disabled, then the applicable Management Stockholder Entity, shall, for sixty (60) days (the "Put Period") following the sixth month and one day after date of death or Permanent Disability, have the right, with respect to the Stock (including Option Stock held by the Management Stockholder Entity for at least six months prior to the date the Management Stockholder Entity exercises the right described herein) to sell to the Company, and the Company shall be required to purchase, on one occasion, all of the shares of Stock then held by the applicable Management Stockholder Entities, at a per share price equal to the Fair Market Value Per Share. With respect to any outstanding Options, all unexercisable Options held by the applicable Management Stockholder Entities shall terminate without payment immediately upon termination of employment and all exercisable but unexercised Options shall terminate pursuant to the terms of Section 3.2(b) of the Stock Option Agreement.
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The Management Stockholder’s Right to Resell Stock and Options to the Company. (a) Except as otherwise provided herein and for the purpose of providing a market for the Common Stock or Options for the applicable Management Stockholder Entities, if, prior to the later of the fifth anniversary of the Effective Date and a Qualified Public Offering, the Management Stockholder is still in the employ of the Company (and/or, if applicable, its subsidiaries) and the Management Stockholder’s employment is terminated as a result of the death or Permanent Disability of the Management Stockholder, then the applicable Management Stockholder Entity, shall, for one year (the “Put Period”) following the date of such termination for death or Permanent Disability, have the right to:
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The Management Stockholder’s Right to Resell Stock and Options to the Company. (a) Except as otherwise provided herein, and subject to Section 7(g), if, prior to the consummation of the IPO, the Management Stockholder’s employment with the Company (or, if applicable, any of its subsidiaries or affiliates) terminates as a result of the death or Permanent Disability of the Management Stockholder, then the applicable Management Stockholder Entity, shall, for 365 days (the “Put Period”) following the date of such termination for death or Permanent Disability, have the right to: (i) With respect to Stock, sell to the Company, and the Company shall be required to purchase, on one occasion, all of the shares of Stock then held by the applicable Management Stockholder Entities at a per share price equal to Fair Market Value on the Repurchase Calculation Date (the “Section 6 Repurchase Price”); (ii) With respect to any outstanding Options, sell to the Company, and the Company shall be required to purchase, on one occasion, all of the exercisable Options then held by the applicable Management Stockholder Entities for an amount equal to the product of (x) the excess, if any, of the Section 6 Repurchase Price over the Option Exercise Price and (y) the number of Exercisable Option Shares, which Options shall be terminated in exchange for such payment. In the event the Management Stockholder Entity elects to sell under this Section 6(a)(ii) and the foregoing Option Excess Price is zero or a negative number, all outstanding exercisable Options granted to the Management Stockholder shall be automatically terminated without any payment in respect thereof; and (iii) Request a statement of the Fair Market Value as of the date of the Redemption Notice. (b) In the event the applicable Management Stockholder Entities intend to exercise their rights pursuant to Section 6(a), such Management Stockholder Entities shall send written notice to the Company, at any time during the Put Period, of their intention to sell shares of Stock in exchange for the payment referred to in Section 6(a)(i) and/or to sell such Options in exchange for the payment referred to in Section 6(a)(ii) and shall indicate the number of shares of Stock to be sold and the number of Options to be sold with payment in respect thereof (the “Redemption Notice”). The completion of the purchases shall take place at the principal office of the Company on the tenth business day after the giving of the Redemption Notice. The applicable Repurchase Price (including any payment with respect to the Op...
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Related to The Management Stockholder’s Right to Resell Stock and Options to the Company

  • Restricted Stock and Stock Options Employer shall cause the Compensation Committee of the Board of Directors of Employer to review whether Employee should be granted shares of restricted stock and/or options to purchase shares of common stock of CBSI. Such review may be conducted pursuant to the terms of the Community Bank System, Inc. 2014 Long-Term Incentive Plan, a successor plan, or independently, as the Compensation Committee shall determine. Reviews shall be conducted no less frequently than annually.

  • Stock and Stock Options Subject to vesting, as set forth on Exhibit B, the Company will issue to Director stock and options as set forth and described on Exhibit B. Company shall issue said stock and options within sixty (60) days from the execution of this Agreement by both parties.

  • No Shareholder Rights Until Exercise Except as expressly provided herein, this Warrant does not entitle Holder to any voting rights or other rights as a shareholder of Company prior to the exercise hereof.

  • Capital Stock and Ownership The Capital Stock of each of Holdings and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Holdings or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Holdings or any of its Subsidiaries of any additional membership interests or other Capital Stock of Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date.

  • No Rights as Stockholder Until Exercise 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.

  • 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.

  • RIGHTS AS A STOCKHOLDER, DIRECTOR, EMPLOYEE OR CONSULTANT The Participant shall have no rights as a stockholder with respect to any shares covered by the Option until the date of the issuance of the shares for which the Option has been exercised (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date the shares are issued, except as provided in Section 9. If the Participant is an Employee, the Participant understands and acknowledges that, except as otherwise provided in a separate, written employment agreement between a Participating Company and the Participant, the Participant’s employment is “at will” and is for no specified term. Nothing in this Option Agreement shall confer upon the Participant any right to continue in the Service of a Participating Company or interfere in any way with any right of the Participating Company Group to terminate the Participant’s Service as a Director, an Employee or Consultant, as the case may be, at any time.

  • No Further Ownership Rights in Company Common Stock The Merger Consideration delivered upon the surrender for exchange of Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Shares, and there shall be no further registration of transfers on the records of the Surviving Corporation of Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.

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