Right to Exercise Option definition

Right to Exercise Option and Section 3 "Termination of Employment" of this Agreement, (i) in the event of a termination by the Corporation of the Optionee's employment Without Cause (as defined below) or Diminishment of the Optionee's Responsibilities Without Cause (as defined below), following a Change in Control of the Corporation, or (ii), in the event of a Change in Control, if one of the corporations surviving the Change in Control or the person purchasing the Corporation's assets in the Change in Control does not assume this option, any portion of this option that is then not exercisable shall become immediately exercisable. For purposes hereof, "Without Cause" shall mean the Optionee's employment is terminated by the Corporation, or there is a Diminishment of the Optionee's Responsibilities, for any reason except (i) personal dishonesty; (ii) willful misconduct; (iii) breach of fiduciary duty to the Corporation; (iv) conviction for violation of any law (other than traffic violations or similar offenses); or (v) repeated or intentional failure to perform duties, after written notice is delivered identifying the failure, and it is not cured within ten (10) days following receipt of such notice. For purposes hereof, "Diminishment of the Optionee's Responsibilities" shall mean the Corporation, or any successor thereto, (i) reassigning the Optionee substantial duties which are materially inconsistent with the Optionee's position, duties and responsibilities with the Corporation immediately prior to the Change in Control, except for reassignments of duties which constitute a bona fide promotion of the Optionee, or (ii) reducing the Optionee's compensation such that (a) the Optionee's annual base salary is less than eighty (80%) percent of the Optionee's annual base salary prior to the Change in Control; and (b) the Optionee's annual base salary and the annual cash bonus which the Optionee is eligible to earn (including any performance based bonus), combined, is not at least equal to the combination of the Optionee's annual base salary prior to the Change in Control and the average of the annual cash bonuses which the Optionee was eligible to earn (including any performance based bonus, but excluding any bonus payable to the Optionee for completing the Change in Control), whether or not actually earned, for the year in which the Change in Control occurred and for the year prior thereto. For purposes hereof, a "Change in Control" shall be deemed to have occurred in the event of (i)...
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Right to Exercise Option and Section 3 "Termination of Employment" of this Agreement, (provided, however, if this option is an incentive stock option, only if the merger, consolidation or sale or transfer referred to below occurs after the first anniversary of the date of grant of this option, and, if this option is held by a person subject to Section 16(b) of the Securities Exchange Act of 1934, only if such merger, consolidation or sale or transfer occurs after the date six months after the date of grant of this option), if, in connection with any merger, consolidation, or sale or transfer by the Company of substantially all of its assets, this option is not assumed or continued by the surviving corporation or the purchaser, the date of termination of this option and the date on or after which this option, or any portion thereof not then exercisable, may be exercised, shall be advanced to a date to be fixed by the Committee, which date shall not be more than 15 days prior to such merger, consolidation, or sale or transfer; provided however, that the Committee shall have the right, at any time prior to the occurrence of such merger, consolidation or sale or transfer, to modify the provisions of this paragraph, including the termination of all of the Optionee's rights set forth in this paragraph, to the extent required under applicable accounting and Securities and Exchange Commission rules, regulations, policies, guidelines or other similar requirements to permit the Company to account for a then contemplated business combination under pooling-of-interests accounting.
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Right to Exercise Option and Section 3 "Termination of Employment" of this Agreement, in the event of a Change in Control, any portion of this option that is then not exercisable shall become immediately exercisable. For purposes hereof, a "Change in Control" shall be deemed to have occurred in the event of (i) a merger involving the Corporation in which the Corporation is not the surviving corporation (other than a merger with a wholly-owned subsidiary of the Corporation formed for the purpose of changing the Corporation's corporate domicile); (ii) a share exchange in which the shareholders of the Corporation exchange their stock in the Corporation for stock of another corporation (other than a share exchange in which all or substantially all of the holders of the voting stock of the Corporation, immediately prior to the transaction, exchange, on a pro rata basis, their voting stock of the Corporation for more than 50% of the voting stock of such other corporation); (iii) the sale of all or substantially all of the assets of the Corporation; or (iv) any person or group of persons (as defined by Section 13(d) of the Securities Exchange Act of 1934, as amended) (other than any employee benefit plan or employee benefit trust benefiting the employees of the Corporation) becoming a beneficial owner, directly or indirectly, of securities of the Corporation representing more than fifty (50%) percent of either the then outstanding Common Stock of the Corporation, or the combined voting power of the Corporation's then outstanding voting securities. In the event of a Change of Control, the Committee may, in its sole discretion and without the consent of the Optionee, cancel this option in exchange for a payment with respect to each vested share of Common Stock as provided in Section 9.2(b) of the Plan.
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Examples of Right to Exercise Option in a sentence

  • Notwithstanding the provisions of Section 2 "Right to Exercise Option" and Section 3 "Termination of Employment" of this Agreement, in the event of a Change in Control, any portion of this option that is then not exercisable shall become immediately exercisable.

  • The County’s assignment of the Option shall not extend any time limits contained herein with respect to the exercise period of the Option or the period within which the Property must be purchased.4.3 Events Giving Rise to Right to Exercise Option.

  • Right to Exercise Option (a) Subject as provided in this Rule 6 and in Rule 7 and Rule 8, an Option shall be exercisable, in whole or in part, at such times and under such conditions as determined by the Committee and set forth in the Option Agreement.

  • CHOOSE #2 IF THE COMPANY DESIRES TO ISSUE OPTIONS WHICH ARE EXERCISABLE ONLY AS THEY VEST.] 14 Versant Corporation Stock Option Agreement [#1] 2.1 Vesting of Right to Exercise Option.

  • CHOOSE #2 IF THE COMPANY DESIRES TO ISSUE OPTIONS WHICH ARE EXERCISABLE ONLY AS THEY VEST.] 14 Versant Object Technology Corporation Stock Option Agreement [#1] 2.1 Vesting of Right to Exercise Option.

  • EXERCISABILITY OF OPTION The option will become exercisable according to the following schedule: Date of Right to Exercise Option Option Shares To the extent that the right to purchase shares has accrued thereunder, an option may be exercised from time to time by written notice to ADIC.


More Definitions of Right to Exercise Option

Right to Exercise Option and Section 3 "Termination of Employment" of this Agreement, if, in connection with any merger, consolidation, or sale or transfer by the Company of substantially all of its assets, this option is not assumed or continued by the surviving corporation or the purchaser, the date of termination of this option and the date on or after which this option, or any portion thereof not then exercisable, may be exercised, shall be advanced to a date to be fixed by the Company's Management Development, Compensation and Stock Option committee, or such other committee as determined by the Board of Directors (the "Committee"), which date shall not be more than 15 days prior to such merger, consolidation, or sale or transfer; provided however, that the Committee shall have the right, at any time prior to the occurrence of such merger, consolidation or sale or transfer, to modify the provisions of this paragraph, including the termination of all of the Optionee's rights set forth in this paragraph, to the extent required under applicable accounting and Securities and Exchange Commission rules, regulations, policies, guidelines or other similar requirements, to permit the Company to account for a then contemplated business combination under pooling-of-interests accounting.
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Right to Exercise Option and Section 3 "Termination of Employment" of this Agreement, (provided, however, if this option is an incentive stock option, only if the merger, consolidation or sale or transfer referred to below occurs after the first anniversary of the date of grant of this option, and, if this option is held by a person subject to Section 16(b) of the Securities Exchange Act of 1934, only if such merger, consolidation or sale or transfer occurs after the date six months after the date of grant of this option), if, in connection with any merger, consolidation, or sale or transfer by the Company of substantially all of its assets, this option is not assumed or continued by the surviving corporation or the purchaser, the date of termination of this option and the date on or after which this option, or any portion thereof not then exercisable, may be exercised, shall be advanced to a date to be fixed by the Committee, which date shall not be more than 15 days prior to such merger, consolidation, or sale or transfer; provided however, that the Committee shall have the right, at any time prior to the occurrence of such merger, consolidation or sale or transfer, to modify the provisions of this paragraph, including the termination of all of the Optionee's rights set forth in this paragraph, to the extent required under applicable accounting and Securities and Exchange Commission rules, 3 regulations, policies, guidelines or other similar requirements to permit the Company to account for a then contemplated business combination under pooling-of-interests accounting.
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Right to Exercise Option and Section 3 "Termination of Employment" of this Agreement, in the event of a termination by the Company of the Optionee's employment Without Cause (as defined in a letter agreement between the Optionee and the Company dated February 14, 1996), unless the unexercisable portion of this option becomes exercisable under Section 2(e) as a result of such termination of employment, in which case Section 2(e) shall supersede this Section 2(g), the unexercisable portion of this option shall become exercisable as follows:
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Related to Right to Exercise Option

  • Election to Exercise shall have the meaning attributed thereto in Subsection 2.2(d).

  • Repurchase Option has the meaning set forth in Section 1.3(a) hereto.

  • Demand Exercise Notice has the meaning set forth in Section 2.1(a).

  • Option Right means the right to purchase Common Shares upon exercise of an option granted pursuant to Section 4 of this Plan.

  • Conversion Right has the meaning set forth in Section 4.05(a) hereof.

  • Warrant Exercise Period shall commence (subject to Section 6(d) below), on the later of:

  • Optioned Shares means Shares subject to an Award granted pursuant to this Plan.

  • Exercise Notice has the meaning set forth in Section 3.2(1);

  • Option means a stock option granted pursuant to the Plan.

  • Purchase Option Notice As defined in Section 3.18(e).

  • Exercise means a Holder’s right to exercise the Securities, in accordance with Product Condition 3;

  • Option Exercise Notice has the meaning provided in Section 3.6 below.

  • Purchase Option Price means the amount payable by a Lessee upon the exercise of its option to purchase a related 2023-1 Vehicle which amount equals (a) with respect to a Matured Vehicle, the Contract Residual Value plus any fees, taxes and other charges imposed in connection with such purchase and (b) with respect to a related 2023-1 Vehicle for which the related 2023-1 Lease has been terminated early by the Lessee, the sum of (i) any unpaid Monthly Payments due, (ii) any fees, taxes and other charges imposed in connection with the related 2023-1 Lease, (iii) an early termination fee and (iv) the Actuarial Payoff.

  • Option Shares shall have the meaning ascribed to such term in Section 2.2(a).

  • Make-Whole Exercise Solely for purposes of this Section 6.2, the “Redemption Fair Market Value” shall mean the volume weighted average price of the Ordinary Shares for the ten (10) trading days immediately following the date on which notice of redemption pursuant to this Section 6.2 is sent to the Registered Holders. In connection with any redemption pursuant to this Section 6.2, the Company shall provide the Registered Holders with the Redemption Fair Market Value no later than one (1) Business Day after the ten (10) trading day period described above ends. Redemption Date Redemption Fair Market Value of Class A ordinary shares (period to expiration of warrants) <10.00 11.00 12.00 13.00 14.00 15.00 16.00 17.00 >18.00 60 months 0.261 0.280 0.297 0.311 0.324 0.337 0.348 0.358 0.361 57 months 0.257 0.277 0.294 0.310 0.324 0.337 0.348 0.358 0.361 54 months 0.252 0.272 0.291 0.307 0.322 0.335 0.347 0.357 0.361 51 months 0.246 0.268 0.287 0.304 0.320 0.333 0.346 0.357 0.361 48 months 0.241 0.263 0.283 0.301 0.317 0.332 0.344 0.356 0.361 45 months 0.235 0.258 0.279 0.298 0.315 0.330 0.343 0.356 0.361 42 months 0.228 0.252 0.274 0.294 0.312 0.328 0.342 0.355 0.361 39 months 0.221 0.246 0.269 0.290 0.309 0.325 0.340 0.354 0.361 36 months 0.213 0.239 0.263 0.285 0.305 0.323 0.339 0.353 0.361 33 months 0.205 0.232 0.257 0.280 0.301 0.320 0.337 0.352 0.361 30 months 0.196 0.224 0.250 0.274 0.297 0.316 0.335 0.351 0.361 27 months 0.185 0.214 0.242 0.268 0.291 0.313 0.332 0.350 0.361 24 months 0.173 0.204 0.233 0.260 0.285 0.308 0.329 0.348 0.361 21 months 0.161 0.193 0.223 0.252 0.279 0.304 0.326 0.347 0.361 18 months 0.146 0.179 0.211 0.242 0.271 0.298 0.322 0.345 0.361 15 months 0.130 0.164 0.197 0.230 0.262 0.291 0.317 0.342 0.361 12 months 0.111 0.146 0.181 0.216 0.250 0.282 0.312 0.339 0.361 9 months 0.090 0.125 0.162 0.199 0.237 0.272 0.305 0.336 0.361 6 months 0.065 0.099 0.137 0.178 0.219 0.259 0.296 0.331 0.361 3 months 0.034 0.065 0.104 0.150 0.197 0.243 0.286 0.326 0.361 0 months — — 0.042 0.115 0.179 0.233 0.281 0.323 0.361 The exact Redemption Fair Market Value and Redemption Date may not be set forth in the table above, in which case, if the Redemption Fair Market Value is between two values in the table or the Redemption Date is between two redemption dates in the table, the number of Ordinary Shares to be issued for each Warrant exercised in a Make-Whole Exercise will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower Redemption Fair Market Values and the earlier and later redemption dates, as applicable, based on a 365- or 366-day year, as applicable. The share prices set forth in the column headings of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant or the Warrant Price is adjusted pursuant to Section 4 hereof. In the event of a Warrant Price adjustment pursuant to Section 4.3, the adjusted share prices in the column headings shall equal the share prices immediately such adjustment, multiplied by a fraction, the numerator of which is the Warrant Price after such adjustment and the denominator of which is the Warrant Price immediately after such adjustment. In such an event, the number of shares in the table above shall be adjusted by multiplying such share amounts by a fraction, the numerator of which is the number of shares deliverable upon exercise of a Warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a Warrant as so adjusted. If the Warrant Price is adjusted pursuant to Section 4.4, the adjusted share prices set forth in the column headings of the table above shall be multiplied by a fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price and the denominator of which is $10.00. In no event will the number of shares issued in connection with a Make-Whole Exercise exceed 0.361 Ordinary Shares per Warrant (subject to adjustment).

  • Conversion Rights means exchange of, or the rights to exchange, the Principal Amount of the Loan, or any part thereof, for fully paid and nonassessable Common Stock on the terms and conditions provided in the Debentures.

  • 'Survivor's Option means, where applicable, the right of a holder of a Note to require the Company to repay such Note prior to its Stated Maturity upon the death of the owner of such Note, subject to the provisions hereof relating to such option."

  • Minimum Exercise Amount means the Minimum Exercise Amount as specified in § 1 of the Product and Underlying Data.

  • Automatic Exercise Applicable; and means that for each Expiration Date, a number of Warrants equal to the Daily Number of Warrants for such Expiration Date will be deemed to be automatically exercised at the Expiration Time on such Expiration Date.

  • Initial Exercise Price shall have the meaning set forth in Section 2.4.1.

  • Exercised has the meaning ascribed to it in Part D of the Network Code;

  • Conversion Option means the Company’s option to convert some or all of the Series D Preferred Stock into that number of shares of Common Stock that are issuable at the then-applicable conversion rate as described in Section 8(c) of these Articles Supplementary.

  • Option Warrants shall have the meaning ascribed to such term in Section 2.2(a).

  • New Exercise Date means a new Exercise Date if the Administrator shortens any Offering Period then in progress.

  • Warrant Exercise Price means $0.01 per share.

  • Notice of Exercise means a notice in writing addressed to the Company at its address first recited, which notice shall specify therein the number of Optioned Shares in respect of which the Option is being exercised;