Holding Options Clause Samples

Holding Options. HOLDING agrees that at the Closing, it shall reserve and set aside options to purchase shares of HOLDING Stock to be allocated to the officers and employees of the COMPANY and the Other Founding Companies representing, in the aggregate, 6% of the HOLDING Stock outstanding as of the close of the IPO. Half of such options shall be allocated equally among the COMPANY and the Other Founding Companies, and the other half of such options shall be allocated among the COMPANY and the other Founding Companies based on their relative valuations determined by reference to the aggregate consideration to be paid to their respective stockholders pursuant to this Agreement and the Other Agreements. Following consummation of the IPO, the COMPANY's Board of Directors will be entitled to determine the recipients of such option grants subject to the terms of HOLDING's stock option plan and applicable law.
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Holding Options. 50 -iii-
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Holding Options. (a) On the Effective Date of the Agreement, GECC will grant you options (the "Holding Options") to purchase from GECC that number of shares of Stock which equals 5% of the issued and outstanding shares of Stock on a fully diluted basis after giving effect to the stock options granted to you pursuant to Section 6(a) of the Agreement as of the date of this Agreement. For purposes of this calculation, the number of shares of Stock underlying the Holding Options shall be adjusted upwards from time to time until the last day of the fiscal year of the Company ending on or about December 31, 1998, to give effect to the grant of stock options during such period to management employees of the Company covering up to 10% of the outstanding shares of Stock on a fully diluted basis after giving effect to such grants. The Holding Options will become vested in successive cumulative installments of 25% of the underlying shares on each December 31, beginning on December 31, 1997; provided, however, that no installment shall vest unless at such time you are, and have been at all times since the date of grant, employed by the Company. The exercise price per share of Stock underlying the Holding Options shall be equal to the Fair Market Value Per Share, as of December 29, 1996 (i.e. the first day of the 1997 fiscal year). Notwithstanding anything in this Section 4 to the contrary, none of such vested Holding Options shall be exercisable unless the Appraised Value (as defined below) of the Company is equal to or greater than $1 billion at any time during the period of your employment plus twelve months thereafter (up to a maximum of six years after December 26, 1996). The vested Holding Options will be exercisable at any time and from time to time during your employment with the Company and through the last day of the third month after termination of such employment. Under no circumstances will a Change in Control under the Agreement be deemed to occur solely as a result of your exercise of the Holding Options. No Holding Option is transferable or assignable except that you may transfer all or part of the Holding Options to a family trust of other such trust created for the benefit of you, your spouse and/or your children for estate planning purposes.
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Holding Options 
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Related to Holding Options

  • 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.

  • 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

  • Multiple Options In the event that Lessee has any multiple Options to extend or renew this Lease, a later Option cannot be exercised unless the prior Options have been validly exercised.

  • 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.

  • Company Stock Options (a) Effective as of immediately following the Effective Time, the Company shall take all necessary actions to adjust the Company Stock Awards outstanding as of the Effective Time in accordance with the terms of the Company Stock Plans so as to give effect to the Reverse Stock Split. (b) In the event that, following the adjustment to the Company Stock Options (each such Company Stock Option, as so adjusted, an “Adjusted Company Stock Option”) made pursuant to Section 4.02(a), the number of shares of Common Stock subject to any Adjusted Company Stock Option is less than one, then, except as otherwise agreed by the Company and any holder of any Adjusted Company Stock Option, the Company shall cause such Adjusted Company Stock Option to be cancelled immediately following the Reverse Stock Split, and, in consideration of such cancellation, the holder of such Adjusted Company Stock Option shall be entitled to receive a cash payment (less applicable tax withholdings) equal to, for each share of Common Stock subject to such Company Stock Option immediately prior to the Reverse Stock Split, the Offer Price minus the per share exercise price of such Company Stock Option immediately prior to the Reverse Stock Split; provided, that in the case of any Company Stock Options issued on or following November 7, 2005 to any person who is a full-time employee of the Company as of the date hereof, any Adjusted Company Stock Options with respect to such Company Stock Options shall remain outstanding and holders of such Adjusted Company Stock Options shall not be entitled to receive any cash payments. The Company shall take all steps necessary and appropriate to give effect to this Section 4.02(b), including using reasonable best efforts to obtain any necessary consents to the cancellation of the Adjusted Company Stock Options. (c) In the event that, following the adjustment to outstanding restricted stock or restricted stock units (each, as so adjusted, an “Adjusted Company Restricted Stock”) made pursuant to Section 4.02(a), the number of shares of Common Stock subject to any Adjusted Company Restricted Stock is less than one, then, except as otherwise agreed by the Company and any holder of any Adjusted Company Restricted Stock, the Company shall cause such Adjusted Company Restricted Stock to be cancelled immediately following the Reverse Stock Split, and, in consideration of such cancellation, the holder of such Adjusted Company Restricted Stock shall be entitled to receive a cash payment (less applicable tax withholdings) equal to, for each share of Common Stock subject to such restricted stock or restricted stock units immediately prior to the Reverse Stock Split, the Offer Price less any applicable exercise or purchase price; provided, that in the case of any restricted stock or restricted stock units issued on or following November 7, 2005 to any person who is a full-time employee of the Company as of the date hereof, any Adjusted Company Restricted Stock with respect to such restricted stock or restricted stock units shall remain outstanding and holders of such Adjusted Company Restricted Stock shall not be entitled to receive any cash payments. The Company shall take all steps necessary and appropriate to give effect to this Section 4.02(c), including by obtaining any necessary consents to the cancellation of the Adjusted Company Restricted Stock.