Roll-Over of Certain Options; Retention of Equity Clause Samples

The "Roll-Over of Certain Options; Retention of Equity" clause governs how existing equity options or rights held by individuals, such as employees or founders, are treated during significant corporate events like mergers or acquisitions. Typically, this clause allows for outstanding options to be converted into equivalent options in the new or surviving entity, or for holders to retain a portion of their equity post-transaction. Its core function is to protect the interests of option holders by ensuring they are not unfairly diluted or deprived of their potential equity gains as a result of corporate restructuring.
Roll-Over of Certain Options; Retention of Equity. (i) Prior to the Merger, Executive was the beneficial owner of 22,344 shares (together with the rights associated therewith pursuant to the Shareholders' Rights Agreement, dated as of February 16, 1989, as amended and restated as of March 12, 1990, the "Previously Owned Shares") of the common stock, par value $.20 per share, of Employer (the "Prior Common Stock") and held options to purchase 166,400 additional shares of Prior Common Stock, of which the options to purchase 28,800 shares of Prior Common Stock listed on Exhibit A hereto were treated as described in Section 2.3 of the Merger Agreement and the remaining options (such remaining options, the "Prior Options") to purchase 137,600 shares of Prior Common Stock were treated as described in Section 4(b)(iii) below. (ii) At the effective time of the Merger (the "Effective Time"), all of the Previously Owned Shares were converted into the right to receive the Merger Consideration, within the meaning and in accordance with the terms of the Merger Agreement. (iii) At the Effective Time, each Prior Option was automatically converted into a fully vested and exercisable option (the "Recapitalized Option") to purchase a number of shares (such shares, the "Recapitalized Option Shares") of common stock, par value $.20 per share, of the corporation surviving the Merger (the "Recapitalized Common Stock") equal to the sum of:
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Roll-Over of Certain Options; Retention of Equity. (i) As of the date hereof, Executive is the beneficial owner of 40,804 shares (together with the rights associated therewith pursuant to the Shareholders' Rights Agreement, dated as of February 16, 1989, as amended and restated as of March 12, 1990, the "Previously Owned Shares") of the common stock, par value $.20 per share, of Employer (the "Prior Common Stock"), including 30,000 shares held in two family trusts, and holds options (the "Prior Options") to purchase 413,000 additional shares of Prior Common Stock. (ii) Executive agrees that, immediately prior to the effective time of the Merger (the "Effective Time"), he will contribute all of the Previously Owned Shares to MergerCo in exchange for shares of common stock, par value $.20 per share, of MergerCo (the "MergerCo Common Stock"), which shares of MergerCo Common Stock shall be converted into a like number of shares of common stock, par value $.20 per share, of the corporation surviving the Merger (the "Recapitalized Common Stock"). (iii) Employer and Executive each acknowledge and agree that (x) in - the case of each Prior Option that, immediately prior to the Effective Time, is intended to be a nonqualified stock option (each, a "Prior Nonqualified Option"), such Prior Nonqualified Stock Option shall become fully vested and exercisable as of the Effective Time and (y) in the case of each Prior Option - that, immediately prior to the Effective Time, is intended to qualify as an "incentive stock option" under section 422 of the Internal Revenue Code of 1986, as amended (each, a "Prior ISO"), (A) each Prior ISO that has become vested and - exercisable prior to the Effective Time in accordance with the award agreement evidencing such Prior ISO shall remain fully vested and exercisable from and after the Effective Time, (B) Prior ISOs that have not become vested and - exercisable prior to the Effective Time having an aggregate exercise price not exceeding the excess of (1) $100,000 over - (2) the aggregate exercise price of any Prior ISOs that become vested - in calendar year 1998 prior to the Effective Time shall become vested and exercisable as of the Effective Date and (C) each - remaining Prior ISO shall become vested after the Effective Time in accordance with the terms of the award agreement evidencing such Prior ISO. Executive acknowledges and agrees that, at the Effective Time, each Prior Option will be automatically converted into an option (the "Recapitalized Option") to purchase a number of...
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Roll-Over of Certain Options; Retention of Equity. (i) Prior to the Merger, Executive was the beneficial owner of 2,338 shares (together with the rights associated therewith pursuant to the Shareholders' Rights Agreement, dated as of February 16, 1989, as amended and restated as of March 12, 1990, the "Previously Owned Shares") of the common stock, par value $.20 per share, of Employer (the "Prior Common Stock") and held options (the "Prior Options") to purchase 66,000 additional shares of Prior Common Stock. (ii) At the effective time of the Merger (the "Effective Time"), all of the Previously Owned Shares were converted into the right to receive the Merger Consideration, within the meaning and in accordance with the terms of the Merger Agreement. (iii) At the Effective Time, each Prior Option was automatically converted into a fully vested and exercisable option (the "Recapitalized Option") to purchase a number of shares (such shares, the "Recapitalized Option Shares") of common stock, par value $.20 per share, of the corporation surviving the Merger (the "Recapitalized Common Stock") equal to the sum of:
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Roll-Over of Certain Options; Retention of Equity. (i) As of the date hereof, Executive is the beneficial owner of 2,011 shares (together with the rights associated therewith pursuant to the Shareholders' Rights Agreement, dated as of February 16, 1989, as amended and restated as of March 12, 1990, the "Previously Owned Shares") of the common stock, par value $.20 per share, of Employer (the "Prior Common Stock") and holds options (the "Prior Options") to purchase 66,000 additional shares of Prior Common Stock. (ii) Executive agrees that, at the effective time of the Merger (the "Effective Time"), all of the Previously Owned Shares shall be converted into the right to receive the Merger Consideration, within the meaning and in accordance with the terms of the Merger Agreement. (iii) Executive acknowledges and agrees that, at the Effective Time, each Prior Option will be automatically converted into a fully vested and exercisable option (the "Recapitalized Option") to purchase a number of shares (such shares, the "Recapitalized Option Shares") of common stock, par value $.20 per share, of the corporation surviving the Merger (the "Recapitalized Common Stock") equal to the sum of:
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Related to Roll-Over of Certain Options; Retention of Equity

  • Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation By entering into this Agreement and accepting the Performance Stock Units evidenced hereby, the Participant acknowledges: (i) that the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (ii) that the Award does not create any contractual or other right to receive future grants of Awards; (iii) that participation in the Plan is voluntary; (iv) that the value of the Performance Stock Units is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; and (v) that the future value of the Common Stock is unknown and cannot be predicted with certainty.

  • Termination of Certain Rights Any termination of this Lease pursuant to this Article 13 shall cause any right of the Lessee to extend the Term of this Lease, granted to the Lessee herein and any right of the Lessee to purchase the Leased Property contained in this Lease to be terminated and to be without further force or effect.

  • Termination of Certain Agreements On and as of the Closing, the Company shall take all actions necessary to cause the Contracts listed on Schedule 6.04 to be terminated without any further force and effect and without any cost or other liability or obligation to the Company or any of its Subsidiaries, and there shall be no further obligations of any of the relevant parties thereunder following the Closing.

  • Limitation of Services ACCOUNT CLOSURE You must remain a member in good standing. The Credit Union may close your account(s) at any time, with or without cause, including, without limitation, causing a loss to us, for security reasons, or for any reason as allowed by applicable law. Once your account(s) is closed, we have no obligation to accept deposits or pay outstanding items. You agree to hold us harmless, and we will not be liable for any loss or damage resulting from the termination of your account(s). The closing of your account(s) will not release you from any fees or other obligations incurred prior to the date the account(s) is closed. LIMITATION OF SERVICES We are committed to providing exceptional products and services in a professional and safe atmosphere for our members and employees. Our Limitation of Services policy defines circumstances in which services may be restricted or limited. The policy is not intended to restrict or deny rights to any particular group, but is intended to protect the staff, members, officials and property of the Credit Union. Members who engage in abusive, threatening, disruptive, obscene, fraudulent, illegal, dishonest or harassing behavior or who choose to use profane and/or intimidating language on Credit Union premises toward our employees, members, volunteers, or officials will be subject to (i) denial of Credit Union services other than the right to maintain a share account and the right to vote at annual and special meetings , (ii) denial of Credit Union services which involve personal contact with employees, volunteers or officials, (iii) denial of access to any Credit Union property and (iv) any other action deemed necessary under the circumstances, in the sole discretion of the Credit Union, that is not expressly precluded by applicable federal and state laws. You acknowledge and agree that any threats of bodily harm or any other illegal activity against any Credit Union employee, volunteer or other member will be reported to appropriate federal, state and/or local authorities. In the case of continued abusive behavior or an extremely abusive incident, you acknowledge and agree that you may be subject to expulsion from the Credit Union at a special meeting of the members or at the next annual meeting of the membership. These limitations will not prohibit you from exercising your rights under federal or state law or regulation. You acknowledge that we may be obligated to report cases of actual or suspected financial abuse of elders or dependent care adults. If we suspect such financial abuse, you understand and agree that, in addition to reporting such abuse as may be required under applicable law, we have the right to restrict access to the account, refuse to complete transactions on the account, or to take any other action(s) that we deem appropriate under the circumstances. You agree to indemnify and hold us harmless from and against any and all claims, damages, losses, liabilities, expenses, and fees (including reasonable attorneys’ fees), arising out of or related to any action or inaction related to the matters described in this paragraph. Restrictions or suspensions of accounts, products, and/or services will be reasonably related to the nature of your conduct. This policy will also apply to joint owners and authorized users of accounts, products, and services. When you are delinquent on a loan or have caused the Credit Union a loss, we may deny your subsequent application for any new product or service that would allow you to obtain further credit from the Credit Union or cause us a further loss. For your safety, you may be asked to remove your hat, sunglasses, or any other item that may conceal your identity. We ask that you refrain from carrying weapons of any kind on to the Credit Union’s property and facilities.

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