PCS Options definition
Examples of PCS Options in a sentence
Section 4.1(h) of the PCS Disclosure Letter sets out a complete list, as of the date hereof, of all outstanding PCS Options and Share Rights covering PCS Shares, the number of PCS Shares subject to such PCS Options and Share Rights, the grant date, exercise or ▇▇▇▇▇ ▇▇▇▇▇ (as applicable), vesting schedule and expiration date.
The Parties further acknowledge that the adjustments and amendments contemplated to the Share Rights, PCS Options and Agrium Options in Section 5.7 shall constitute a continuation, assumption, conversion and/or replacement of such Share Rights, PCS Options, Agrium Options and Agrium SARs, as the case may be, for purposes of the PCS Incentive Compensation Plans and Agrium Incentive Compensation Plans.
All outstanding PCS Shares have been duly authorized and validly issued, are fully paid and non-assessable and are not subject to, nor were they issued in violation of, any pre-emptive rights, and all PCS Shares issuable upon exercise of outstanding PCS Options or the settlement of PCS Share Settled PSUs in accordance with their respective terms will be duly authorized and validly issued as fully paid and non-assessable and will not be subject to any pre-emptive rights.
In addition, as of the Effective Date, Company shall cause the grant to Executive of non- qualified stock options (the "Make Whole FON Options" and, together with the Make Whole PCS Options, the "Make Whole Options") under the 1990 Plan to purchase 597,200 shares of FON Common Stock, at a strike price equal to the Fair Market Value of a share of FON Common Stock on the Effective Date.
In addition, as of the Effective Date, Company shall cause the initial grant to Executive of non-qualified stock options (the "Initial FON Options" and, together with the Initial PCS Options, the "Initial Options") under the 1990 Plan to purchase 835,000 shares of FON Common Stock, at a strike price equal to the Fair Market Value of a share of FON Common Stock on the Effective Date.
All PCS Options outstanding immediately following the Effective Time will have been duly authorized and validly issued, and will be fully paid and nonassessable (except as to the payment of any exercise price for the underlying securities) and issued in compliance with all applicable state and federal securities laws.