Outstanding Stock Options Sample Clauses
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Outstanding Stock Options. (a) Offeror acknowledges and agrees that:
(i) the Board of Directors shall resolve to permit all persons holding Options, which by their terms are otherwise currently exercisable or not, to exercise such Options concurrent with the first scheduled expiry time of the Offer in respect of which Offeror takes up Common Shares, including by causing the vesting thereof to be accelerated;
(ii) it shall agree with Goldbelt to tendering arrangements in respect of the Offer in order to facilitate the conditional cashless exercise of the Options and tender to the Offer, concurrent with the first scheduled expiry time of the Offer in respect of which Offeror takes up Common Shares, of the Common Shares to be issued as a result of such conditional exercise (including providing for the ability of holders of Options to tender the Common Shares issuable upon such conditional exercise of their Options on the basis of guaranteed deliveries); and
(iii) (A) holders of Options will be permitted to tender Common Shares issuable upon the exercise thereof and for such purpose to exercise their Options, conditional upon Offeror taking up and paying for the Common Shares under the Offer, which Options shall be deemed to have been exercised concurrent with the first scheduled expiry time of the Offer in respect of which Offeror takes up Common Shares and (B) all Common Shares that are to be issued pursuant to any such conditional exercise shall be accepted as validly tendered under the Offer, provided that the holders of such Options indicate that the Common Shares are tendered pursuant to the Offer and otherwise validly accept the Offer in accordance with its terms with respect to such Shares.
(b) Goldbelt acknowledges and agrees that it is a condition to any cashless exercise of the Options that Goldbelt has obtained all necessary corporate and regulatory approvals (including stock exchange approval) to permit such cashless exercise, failing which the Options may be exercised in accordance with this Section 2.3 but on a cash basis.
(c) Goldbelt shall use its commercially reasonable best efforts to cause all holders of Options to conditionally exercise such Options as described in Section 2.3(a) and to deliver, not later than five business days prior to the first scheduled expiry date of the Offer, (and not withdraw) to the appropriate person(s) all such documents as may be necessary or desirable tender the Common Shares to be issued as a result of such conditional exercise of Opti...
Outstanding Stock Options o As of April 11, 2002 there were options outstanding to acquire 6,411,223 shares of LendingTree, Inc. common stock. OUTSTANDING COMMON STOCK WARRANTS o As of April 11, 2002 there were warrants to acquire 399,710 shares of LendingTree, Inc. common stock outstanding. COMMON STOCK ISSUABLE UPON CONVERSION OF SERIES A PREFERRED STOCK o As of April 11, 2002 the 6,842,858 outstanding shares of Series A Preferred Stock were convertible into 7,489,443 shares of LendingTree, Inc. common stock. Pursuant to the Certificate of Designations, Preferences and Rights of Series A 8% Convertible Preferred Stock of LendingTree, Inc., the holders of the Series A Preferred Stock have certain preemptive rights. See Schedule 3.4. The holders of Series A Preferred Stock also have certain redemption rights pursuant to the Certificate of Designations. COMMON STOCK RESERVED FOR ISSUANCE o LendingTree, Inc. has an Employee Stock Purchase Plan, under which a total of 550,000 shares of LendingTree, Inc. common stock have been reserved for issuance. As of April 11, 2002, a total of 286,975 shares have been issued under this plan. o LendingTree, Inc. maintains the 1997 Stock Option Plan, the 1998 Stock Option Plan, the 1999 Stock Option Plan and the 2001 Stock Incentive Plan under which there are, as of April 11, 2002, a combined 1,322,846 shares of Common Stock available for the grant of options in the future. TREASURY STOCK o As of April 11, 2002 there were 664,321 shares of issued, but not outstanding shares of LendingTree common stock accounted for as Treasury Stock of LendingTree, Inc. POTENTIALLY ISSUABLE SECURITIES LendingTree, Inc. and the Federal Home Loan Mortgage Corporation are parties to a credit facility agreement requires that a portion of the quarterly interest payments be in the form of warrants to purchase our common stock at an exercise price of $.01 per share. The amount of warrants to be issued will be calculated by dividing the amount of interest to be paid in the form of warrants by $3.99. The amount of interest expense that we will record will be based upon the estimated fair value of the warrants on the date that they are issued. As of April 11, 2002, no amounts had been borrowed under this facility and no warrant-based interest charges had been incurred. The Federal Home Loan Mortgage Corporation would also be entitled to additional warrants if LendingTree, Inc. issues any shares of common stock or convertible securities at a price less than the fair market val...
Outstanding Stock Options. Subject to obtaining all necessary regulatory approvals, Agnico-Eagle and the Board of Directors shall take the necessary actions to provide that each Option holder shall receive upon the exercise of such options after a Subsequent Acquisition Transaction or a Compulsory Acquisition, in accordance with the terms of such Options, and shall accept in lieu of the number of Company Shares otherwise issuable upon such exercise, the number of Agnico-Eagle Shares that such holder would have been entitled to receive as a result of the Offer, if such holder was the registered holder of the number of Company Shares to which such holder was entitled upon such exercise immediately prior to the effective time of a Subsequent Acquisition Transaction and otherwise on the same terms and conditions as the Options. To the extent permitted by the terms of the Stock Option Plan, Agnico-Eagle and the Board of Directors shall take the necessary actions under the Stock Option Plan resulting in any Option held by an optionholder who ceases to be an Eligible Person (as defined in the Stock Option Plan) continuing in effect for the duration of the term of such Option.
Outstanding Stock Options. The provisions of this Agreement are not and shall not be interpreted to change the terms of any outstanding stock options previously granted by the Bank to Executive. Without limiting the foregoing, the provisions regarding the grant of options to Executive set forth in Paragraph 4.4 of the Former Employment Agreement are not amended by this Agreement and shall be deemed included in this Agreement, and the references in that paragraph to other provisions of the Former Employment Agreement are hereby incorporated by reference for the limited purpose of continuing to effectuate the agreement of the parties set forth in Paragraph 4.4 of the Former Employment Agreement. The parties intend that this Agreement be considered as establishing an “extended term” for purposes of that provision.
Outstanding Stock Options. (a) The Company agrees to give notice promptly following the mailing of the Offer Documents to all persons holding Options of (i) the vesting of all unvested Options and (ii) the termination of all non-exercised Options as of 4:00 p.m. (Vancouver time) on the 35th day after the Offer is mailed, in each case conditional upon the Offeror being bound to take up and pay for Shares under the Offer. The Company further agrees to use its commercially reasonable efforts to either:
(i) facilitate all persons holding Options to exercise all of their Options and tender all Shares issued in connection therewith under the Offer, conditional upon the Offeror being bound to take up and pay for Shares under the Offer, or
(ii) amend or modify the Stock Option Plan (if required) to provide for the cashless exercise or termination of vested and non-exercised Options in lieu of the exercise thereof in exchange for a cash payment equal to the difference between the Offer price and the exercise price of the applicable Option, conditional upon the Offeror being bound to take up and pay for Shares under the Offer.
(b) The Offeror covenants and agrees to use its commercially reasonable efforts to facilitate all persons holding Options pursuant to the Stock Option Plan to exercise all of their Options and tender all Shares issued in connection therewith under the Offer, conditional upon the Offeror being bound to take up and pay for Shares under the Offer.
Outstanding Stock Options. (a) The Company and the Offeror agree that:
(i) the Company may permit all persons holding Options, which by their terms are otherwise currently exercisable or not, to exercise such Options effective immediately prior to the Expiry Time, including by causing the vesting thereof to be accelerated and by way of cashless exercise and settlement of such Options for Shares, which exercise may be conditional upon the Offeror announcing its intention to take up and pay for Shares under the Offer; and
(ii) the Company may establish such procedures as are desirable or necessary to carry out such cashless share settlement exercise.
(b) The Company shall use its commercially reasonable efforts to cause all holders of Options to conditionally exercise such Options as described in Section 2.7(a) not later than five (5) Business Days prior to the Initial Expiry Time of the Offer (and not withdraw), to the appropriate person(s) all such documents as may be necessary or desirable to effect tender of the Shares to be issued as a result of such conditional exercise of Options to the Offer.
Outstanding Stock Options. The Offeror acknowledges and agrees that:
(a) the Board of Directors may resolve to permit all persons holding Options, which by their terms are otherwise currently exercisable or not, to exercise or terminate such Options concurrent with the expiry of the Offer, including by causing the vesting thereof to be accelerated;
(b) it shall agree with the Company to tendering arrangements in respect of the Offer in order to facilitate the conditional exercise or termination of the Options and tender of the Shares to be issued as a result of such conditional exercise or termination (including providing for the ability of holders of Options to tender their Options or to tender Shares on the basis of guaranteed deliveries); and
(c) (i) holders of Options will be permitted to tender Shares issuable thereunder and for such purpose to exercise or terminate their Options, conditional upon the Offeror taking up and paying for the Shares under the Offer, which Options shall be deemed to have been exercised concurrently with the take-up of Shares and (ii) all Shares that are to be issued pursuant to any such conditional exercise or termination shall be accepted as validly tendered under the Offer, provided that the holders of such Options indicate that the Shares are tendered pursuant to the Offer and otherwise validly accept the Offer in accordance with their terms with respect to such Shares.
Outstanding Stock Options. Name No. of Shares subject to Option Directors Other Officers
Outstanding Stock Options. The Company represents that all outstanding options granted pursuant to the stock option plan or otherwise exceed their respective exercise prices, and agrees and represents that the Board has determined unanimously to use its and their respective reasonable commercial efforts to encourage all persons holding options to purchase Common Shares pursuant to the Company’s stock option plan or otherwise, to either (a) exercise their options (which may include a conditional exercise for the purposes of tendering to the Offer) prior to the expiry of the Offer and to deposit all Common Shares issued in connection therewith to the Offer as more particularly described in Section 2(b)(i) of the form of Lock-Up Agreement attached as Schedule 2.2(a)(iv) hereto; or (b) subject to receipt of any necessary regulatory approvals, elect to receive cash payments from the Company, as described in Section 2(b)(ii) of the form of Lock-Up Agreement attached as Schedule 2.2(a)(iv) hereto, other than those Shareholders respectively who are parties to a Lock-Up Agreement in respect of whom the provisions of the applicable Lock-Up Agreement executed by such Shareholder shall apply.
Outstanding Stock Options. Subject to the receipt of all necessary regulatory approvals, and the consent of the Offeror, acting reasonably, the Company may make such amendments to the Company’s stock option plan (the “Stock Option Plan”), if any, as may be necessary, and take all such other steps as may be necessary or desirable, to allow all Persons holding options pursuant to the Stock Option Plan to become holders of options to acquire Offeror Shares in connection with the assumption of the Stock Option Plan by the Offeror upon the completion of a Contemplated Transaction. The options to acquire Offeror Shares shall be on the same terms and conditions as the currently outstanding options to acquire Common Shares of the Company held by such persons, including with respect to vesting schedules, expiry dates and exercise prices, except that each option to acquire one Common Share of the Company shall become an option to acquire 0.6723 Offeror Share(s) and have an exercise price per Offeror Share equal to the exercise price per Common Share of that option immediately prior to the Expiry Time divided by 0.6723. The Company shall not accelerate or take any action to facilitate acceleration (other than in accordance with the vesting terms originally granted and other than pursuant to commitments in respect of options in respect of no more than 3,171,754 shares made prior to the date hereof) of the vesting of any outstanding options under the Stock Option Plan; provided, however, if the employment of any employee is terminated without cause within one year of the Expiry Time, the Offeror and/or the Company shall take such action as may be necessary to vest any unvested options granted under the Stock Option Plan to such employee and to permit the exercise of such options for a period of not less than 30 days following such termination. The Company may take action to facilitate the tender to the Offer of the Common Shares underlying vested stock options and, in particular, may allow the conditional exercise of any outstanding vested options.