Treatment of Stock Options; Warrants Sample Clauses

Treatment of Stock Options; Warrants. (a) Prior to the Effective Time, Parent shall take all such actions as may be necessary to cause each unexpired and unexercised outstanding option granted or issued under stock option plans of the Company (“ Company Stock Option Plans”) in effect on the date hereof (each, a “ Company Option”) and each unexercised and outstanding warrant to acquire Company Common Stock (a “Company Warrant”) to be automatically converted at the Effective Time into an option (a “Parent Exchange Option”) or warrant (a “ Parent Exchange Warrant”), as appropriate, to purchase that number of shares of Parent Common Stock equal to the number of shares of Company Common Stock subject to the Company Option or Company Warrant, as appropriate, immediately prior to the Effective Time multiplied by the Exchange Ratio (and rounded to the nearest share in accordance with established mathematical principles), with an exercise price per share equal to the exercise price per share that existed under the corresponding Company Option or Company Warrant, as appropriate, divided by the Exchange Ratio (and rounded to the nearest cent in accordance with established mathematical principles), and with other terms and conditions that are the same as the terms and conditions of such Company Option or Company Warrant, as appropriate, immediately before the Effective Time; provided that, with respect to any Company Option that is an “incentive stock option” within the meaning of Section 422 of the Code, the foregoing conversion shall be carried out in a manner satisfying the requirements of Section 424(a) of the Code, including, without limitation that the adjustments to such Company Options set forth above shall be determined such that (a) the aggregate intrinsic value of the new options to purchase Parent Common Stock is not greater than the aggregate intrinsic value of the Company Options immediately prior to the assumption and (b) the ratio of the exercise price per option to market value per share is unchanged. The parties agree that Parent will permit holders of vested Company Options to elect, on an individual basis, to either exercise such Company Options and participate in the Merger or have those Company Options assumed, on the same basis as the unvested Company Options, by Parent. The parties will make such determination on or before the date the Proxy Statement/Prospectus (as defined in Section 2.24) is first filed with the SEC.
Sample 1
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Treatment of Stock Options; Warrants. The Company shall ------------------------------------ accelerate and terminate prior to the Effective Time, all outstanding Stock Options of the Company as described in Section 5.16 below. The Company shall either (i) redeem and/or terminate all outstanding warrants (the "Warrants") prior to the Effective Time, with no continuing obligation or liability of the Company or the Parent in connection therewith after the Effective Time, or (ii) deliver to the Parent a legal opinion from U.S. and Canadian counsel, such opinions and counsel to be reasonably acceptable to Parent, stating that the issuance of replacement warrants to the holders of Warrants, if applicable, and the issuance of shares of Parent Common Stock upon exercise of the Warrants or such replacement warrants, as applicable, in each case without registration under Canadian and United States (federal and state) securities laws, will not violate any Law or, in the case of the opinion to be provided by Canadian counsel, constitute a breach of the terms of the Warrants or any related agreements.
Sample 1
Treatment of Stock Options; Warrants. (a) As of the Nevada Effective Time, each outstanding option to purchase shares of Marathon Common Stock (each, a “Marathon Option”), whether vested or unvested, shall be treated in accordance with the terms of the applicable grant or award agreement and the applicable equity incentive plan (if any) and, shall automatically and without any required action on the part of the holder thereof, be converted into an option to purchase, on the same economic terms and conditions as applied to each such Marathon Option immediately prior to the Nevada Effective Time, the number of whole Ordinary Shares (rounded down to the nearest whole share) that is equal to the number of shares of Marathon Common Stock subject to such Marathon Option immediately prior to the Nevada Effective Time, multiplied by the Marathon Exchange Ratio, at an exercise price per Ordinary Share (rounded up to the nearest whole xxxxx) equal to the exercise price for each such share of Marathon Common Stock subject to such Marathon Option immediately prior to the Nevada Effective Time, divided by the Marathon Exchange Ratio; provided, that in the case of any Marathon Option to which Section 421 of the Internal Revenue Code of 1986 (the “Code”) applies as of the Nevada Effective Time by reason of its qualification under Section 422 of the Code, the exercise price, the number of Ordinary Shares subject to such option and the terms and conditions of exercise of such option shall be determined in a manner consistent with the requirements of Section 424(a) of the Code.
Sample 1

Related to Treatment of Stock Options; Warrants

  • Treatment of Stock Options 6 ARTICLE III.

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

  • Grant of Stock Options This non-qualified Stock Option is granted under and pursuant to the Plan and is subject to each and all of the provisions thereof.

  • Options, Warrants, etc In the event that the Company shall issue rights, options or warrants to any person or persons who are at the time of such issuance are stockholders of the Company, entitling them to subscribe for or purchase shares (or securities convertible or exchangeable into shares) at a price per share (or having a conversion or exchange price per share if a security convertible or exchangeable into shares) less than the $0.20 per share on the record date for such issuance (or the date of issuance, if there is no record date), the number of Consultant Shares on and after such record date (or issuance date, as the case may be) shall be determined by multiplying the number of Consultant Shares immediately prior to such record date (or issuance date, as the case may be) by a fraction, of which the numerator shall be the number of Consultant Shares outstanding on such record date (or issuance date, as the case may be) plus the number of Shares which the total offering price of the total number of such shares so as to be offered (or the aggregate initial exchange or conversion price of the exchangeable or convertible securities so to be offered) would purchase at such $0.20 on such record date (or issuance date, as the case may be) and of which the denominator shall be the number of Consultant Shares outstanding on such record date (or issuance date, as the case may be). Such adjustment shall be made successively whenever such an issuance occurs; and in the event that such rights, options, warrants, or convertible or exchangeable securities are not so issued or expire or cease to be convertible or exchangeable before they are exercised, converted, or exchanged (as the case may be), then the Consultant Shares shall again be adjusted to be the number of Consultant Shares that would then be in effect if such issuance had not occurred, but such subsequent adjustment shall not affect the number of Consultant Shares issued prior to the date such subsequent adjustment is made.

  • Options, Warrants, Reserved Shares Except for (i) the warrant issued to Value Partners Greater China High Yield Income Fund in March 2019, (ii) any A Shares (and options and warrants therefor) reserved for issuance to the employees, directors, and consultants of the Group Companies pursuant to any equity incentive plan that may be adopted from time to time by the Company, (iii) as provided in the Restated Articles, and (iv) any A Shares to be issued to certain potential investors for this financing round on or around April 30, 2019, including the transactions contemplated herein, there are no options, warrants, conversion privileges, agreements, or rights of any kind with respect to the issuance or purchase of the Purchased Shares or any other securities of the Company. Apart from any exceptions noted in the Restated Articles, no outstanding shares (including the Purchased Shares), or shares issuable upon exercise or exchange of any outstanding options, warrants, or other shares issuable by the Company, are subject to any preemptive rights, rights of first refusal, or other rights of any kind to purchase such shares (whether in favor of the Company or any other person).

  • 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.

  • Exercise of Stock Option (a) The Optionee may exercise this Option only in the following manner: from time to time on or prior to the Expiration Date of this Option, the Optionee may give written notice to the Board of Directors or its authorized committee (the “Administrator”) of his or her election to purchase some or all of the vested Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) in the form of shares of Stock that are not then subject to restrictions under any Company plan and that have been held by the Optionee for at least six months prior to the exercise date; or (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator to pay the Stock Option purchase price, provided that in the event the Optionee chooses to pay the Stock Option purchase price as so provided in this subsection (iii), the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure. Payment instruments will be received subject to collection. The delivery of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that the Administrator may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations.

  • 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.

  • Treatment of Expired Options and Unexercised Convertible Securities If, in any case, the total number of shares of Common Stock issuable upon exercise of any Option or upon conversion or exchange of any Convertible Securities is not, in fact, issued and the rights to exercise such Option or to convert or exchange such Convertible Securities shall have expired or terminated, the Exercise Price then in effect will be readjusted to the Exercise Price which would have been in effect at the time of such expiration or termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such expiration or termination (other than in respect of the actual number of shares of Common Stock issued upon exercise or conversion thereof), never been issued.

  • Treatment of Options and Convertible Securities In case the Company at any time or from time to time after the date hereof shall issue, sell, grant or assume, or shall fix a record date for the determination of holders of any class of securities entitled to receive, any Options or Convertible Securities, then, and in each such case, the maximum number of Additional Shares of Common Stock (as set forth in the instrument relating thereto, without regard to any provisions contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue, sale, grant or assumption or, in case such a record date shall have been fixed, as of the close of business on such record date (or, if the Common Stock trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading), provided that such Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 2.5) of such shares would be less than the Current Market Price immediately prior to such issue, sale, grant or assumption or immediately prior to the close of business on such record date (or, if the Common Stock trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading), as the case may be, and provided, further, that in any such case in which Additional Shares of Common Stock are deemed to be issued

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