Share Option Plan Clause Samples

Share Option Plan. If at any time or from time to time, the General Partner sells or otherwise issues Shares pursuant to any Share Option Plan, the General Partner shall transfer the proceeds of the sale of such Shares, if any, to the Partnership as an additional Capital Contribution in exchange for an amount of additional Partnership Units equal to the number of Shares so sold divided by the Conversion Factor.

Share Option Plan. None of the Group Companies has adopted or implemented any Share Option Scheme as of the date hereof. However, the Company intends to adopt an equity incentive plan prior to the completion of its initial public offering. Please see the discussion of the 2008 Equity Incentive Plan in the Draft F-1 Registration Statement for further information with respect to this plan. None. See Annex A.

Share Option Plan. The Payee shall be able to participate in any of the Company share option scheme as may be set up from time to time by the Company’s compensation committee or Board.

Share Option Plan. Each share option granted by the Company under the Company's share option plan was granted in accordance with the terms of the Company's share option plan. No share option granted under the Company's share option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, share options prior to, or otherwise knowingly coordinate the grant of share options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.

Share Option Plan. Within [ ] Business Days of the Completion Date, the Company shall adopt a Share Option Plan in a form acceptable to the Investor Majority whereby options over Ordinary Shares (subject to a maximum option pool [of [ ] Ordinary Shares] [equal to [ ] per cent of the Equity Shares (excluding Treasury Shares) [in issue immediately following Completion] [on a fully diluted basis from time to time]) may be granted to directors, employees and consultants of the Company pursuant to the Share Option Plan in such number as may be decided by the Board (in both cases with Investor Director Consent). [Note insert relevant details] The members of the Board immediately following Completion shall be [the Founders] and the Investor Directors (if appointed). Board meetings will be held at intervals of not more than [ ] weeks and at least [ ] Board meetings will be held in each calendar year. [Note: insert details] [For so long as] [Name of Investor] [Note: insert name] [and its Permitted Transferees] [holds not less than [ ] per cent of the Equity Shares (excluding Treasury Shares) in issue] [Note: amend as appropriate] he/they shall have the right: to appoint and maintain in office such natural person as [name of Investor] may from time to time nominate as a director of the Company (and as a member of each and any committee of the Board) and to remove any director so appointed and, upon his removal whether by the Investor or otherwise, to appoint another director in his place; [and] [or] [Note: amend as appropriate] to appoint a representative to attend as an observer at each and any meeting of the Board and of each and any committee of the Board who will be entitled to speak at any such meetings but will not be entitled to vote. [ ] shall be deemed to be the first director appointed pursuant to this clause 8.2. [Note: complete details] Appointment and removal of an Investor Director or an observer in accordance with clause 8.2 shall be by written notice from the appointing Investor to the Company which shall take effect on delivery at the Company’s registered office or at any meeting of the Board or committee thereof. The Company shall send to the Investors, to any Investor Directors and any observer appointed by an Investor (in electronic form if so required): reasonable advance notice of each meeting of the Board (being not fewer than five Business Days) and each committee of the Board, such notice to be accompanied by a written agenda specifying the business to be disc...

Share Option Plan. Within [X] Business Days of the Completion Date, the Company shall adopt a Share Option Plan in a form acceptable to the Investor whereby options over Ordinary Shares (subject to a maximum option pool [equal to [10-20%] per cent of the Shares (excluding Treasury Shares) in issue immediately following Completion) may be granted to directors, and employees of the Company pursuant to the Share Option Plan in such number as may be decided by the Board (in both cases with Investor Consent).]

Share Option Plan. The Company shall, no later than within 60 (sixty) days following the Closing, adopt an incentive share option plan, for allocation of options to purchase Ordinary Shares to employees, consultants and directors of the Company and its subsidiaries, the terms of which shall be reasonably acceptable to the Purchasers and include a 4 year term vesting schedule mechanism with a one year cliff (the “Share Option Plan”).

Share Option Plan approving amendment of the Share Option Plan to (a) provide full vesting and exercisability of all Azur Options effective as of immediately prior to the Closing, (b) permit, with the consent of the holder, Net Exercise (as defined below) as the method of consideration for exercising Azur Options, (c) provide that Azur, in its sole discretion, subject to the consent of the holder and with Jazz’s approval, may satisfy the tax withholding obligations, if any, arising from the exercise of an Azur Option by withholding from any compensation otherwise payable to the holder of such Azur Option, by causing the holder of such Azur Option to tender a cash or check payment or by withholding Azur Ordinary Shares from the Azur Ordinary Shares issued or otherwise issuable to the holder of such Azur Option in connection with the Azur Option with a value on the Closing Date equal to the amount of the withholding tax obligation (the Tax Withholding Provision), (d) eliminate the discretion of the board of directors of Azur to grant options to any person other than a Qualifying Person (as defined in the Share Option Plan), (e) provide that the Azur Options shall be adjusted to give effect to all capitalization adjustments described in this Schedule 1 without the surrender and re-grant of such Azur Options and without obtaining written approval from the Accountants (as defined in the Share Option Plan) and (f) terminate effective not later than immediately prior to the Effective Time.

Share Option Plan. (a) Increase the number of Ordinary Shares available for the Share Option Plan.