Unexercised Options Sample Clauses
The "Unexercised Options" clause defines the treatment of options that have been granted but not yet exercised by the option holder. Typically, this clause outlines the conditions under which these options may expire, be forfeited, or remain available for exercise, such as upon termination of employment or the occurrence of certain corporate events. Its core practical function is to provide clarity on the status and fate of outstanding options, thereby preventing disputes and ensuring all parties understand their rights and obligations regarding unexercised options.
Unexercised Options. (a) This clause 14 applies to all Unexercised Options. If there is any inconsistency between this clause and the other provisions of these Terms and Conditions in respect of the exercise of Unexercised Options, this clause prevails to the extent of this inconsistency.
(b) If, at the time an Unexercised Option is exercised:
i) the Company is not listed on ASX: and
ii) the Company is a subsidiary of another company (the "Parent Company") and iii) the Parent Company is listed on A$X or any Approved Exchange the Company may, instead of issuing shares in the capital of the Company, elect to have the Parent Company issue one fully paid share of common stock in the Parent Company for each Unexercised Option held.
(c) If the Company makes the election referred to in paragraph (b):
i) in lieu of the Option holder's enticement under clause 1 to subscribe for one fully paid ordinary share in the capital of the Company for each Option held, the Option holder will be issued one fully paid share of common stock of the Parent Company for each Unexercised Option held;
ii) in lieu of paying the exercise price to the Company in accordance wit Clause 10.2, the Option holder must pay the full exercise price (which would have otherwise been payable to the Company) to the Parent Company on the date of exercise of the Unexercised Options and the Company is authorised to pay over any such moneys received by it to the Parent Company without further act or authority of the Option holder; and
iii) within 10 days of receipt of the application for the exercise of the Unexercised Options and payment by the Option holder of the exercise price of such Options, the Parent Company must issue to the Option holder the number of fully paid shares of common stock of the Parent Company specified in the application; and
iv) to avoid doubt, the Option holder has no entitlement to be issued or allotted any shares in the capital of the Company upon exercise of the Unexercised Options.
(d) In this Clause 14:
Unexercised Options. At the Effective Time, each outstanding stock option under the Option Plan (an "Outstanding DSNC Option") shall be assumed by Alydaar. Each Outstanding DSNC Option shall thereafter be converted into an option, which option shall be deemed to be vested as of the Effective Time, to purchase the same number of shares of Alydaar Common Stock as such Outstanding DSNC Option would have been exchangeable for pursuant to Section 1.6 had such Outstanding DSNC Option been exercised prior to Closing. The exercise price for each such converted Outstanding DSNC Option shall be the quotient obtained by dividing the exercise price of such Outstanding DSNC Option by the Exchange Ratio.
Unexercised Options. At the Effective Time, each outstanding stock option (an "Outstanding DSNC Option") under the Option Plan (as hereinafter defined in Section 2.2) shall be assumed by Tek. Each Outstanding DSNC Option shall thereafter be converted into an option, which option shall be deemed to be vested as of the Effective Time, to purchase the same number of shares of Tek Preferred Stock as such Outstanding DSNC Option would have been exchangeable for pursuant to Section 1.6 had such Outstanding DSNC Option been exercised prior to Closing. The exercise price for each such converted Outstanding DSNC Option shall be the quotient obtained by dividing the exercise price of such Outstanding DSNC Option by the following exchange rate: the number of shares of DSNC Common Stock that are issued and outstanding three (3) days prior to the Closing Date which are converted at the Effective Time into one share or Tek Preferred Stock in accordance with the Exchange Ratio.
Unexercised Options. (a) This clause 14 applies to all Unexercised Options. If there is any inconsistency between this clause and the other provisions of these Terms and Conditions in respect of the exercise of Unexercised Options, this clause prevails to the extent of this inconsistency.
(b) If, at the time an Unexercised Option is exercised:
i) the Company is not listed on ASX; and
ii) the Company is a subsidiary of another company (the "Parent Company") and
iii) the Parent Company is listed on ASX or any Approved Exchange the Company may, instead of issuing shares in the capital of the Company, elect to have the Parent Company issue one fully paid share of common stock in the Parent Company for each Unexercised Option held.
(c) If the Company makes the election referred to in paragraph (b):
i) in lieu of the Option holder's entitlement under clause 1 to subscribe for one fully paid share of common stock in the capital of the Company for each Option held, the Option holder will be issued one fully paid share of common stock of the Parent Company for each Unexercised Option held; ------------------------------------------------------------------------------- 22
Unexercised Options. (A) Notwithstanding anything to the contrary in this Agreement, and in addition to the Merger Consideration, each holder of a Salem Option that is unexercised as of the close of business on the Effective Date, shall receive cash for each share of Salem Common Stock into which the option is exercisable, equal in amount to the difference or spread between the Per Share Merger Consideration and the exercise price of such option.
(B) The names of the holders, dates of issuance and expiration, the number of shares subject to each such option, and the exercise price for all Salem Options as of the Execution Date are Previously Disclosed in Schedule 1.3(B). All such Salem Options issued under Salem’s 1992 Combined Incentive and Non-Qualified Stock Option Plan shall be 100% vested and exercisable thirty (30) days prior to the Effective Date and all such options issued under Salem’s 2003 Stock Option Plan shall be 100% vested and exercisable fifteen (15) days prior to the Effective Date, pursuant to the terms of such Plans. The Board of Directors of Salem shall notify all optionees in writing of such exercisability of their options and the termination of their options after the Effective Date, at least sixty (60) days prior to the Effective Date, pursuant to the 1992 Plan and the 2003 Plan.
Unexercised Options. Complete only if different from (a). I designate the following individuals or entities as the beneficiaries of any options granted and fully vested under the Plan that have not been exercised by me prior to the date of my death, subject to the provisions of the Plan: Name, Address, and Telephone Primary or Contingent % Number of Beneficiary Relationship ______________________ _____ _______________________________ ____________ _______________________________ _______________________________ ______________________ _____ _______________________________ ____________ _______________________________ _______________________________ ______________________ _____ _______________________________ ____________ _______________________________ _______________________________
Unexercised Options. After the expiration of any exercise period described in either of paragraphs 3(a), (b), (c) or (d) hereof, the Options shall terminate and expire together with all of the Optionee’s rights hereunder, to the extent not previously exercised.
Unexercised Options. As of the Effective Date of this Agreement, Lilly has ------------------- the following unexercised options remaining (the "Unexercised Options"): -------
(a) An option for each Non-Oral Route (each such option, a "Non-Oral PTH ------------
(b) An option for each Non-Oral Route (each such option, a "Non-Oral HGH ------------ 11
Unexercised Options. As of the Effective Date of this Agreement, Lilly has ------------------- the following unexercised options remaining (the "Unexercised Options"): -------
(a) An option for each Non-Oral Route (each such option, a "Non-Oral PTH ------------ Option") to an exclusive license in the Territory to make and use the Emisphere ------ Technology to develop products (the "Non-Oral PTH Products") to deliver PTH by --------------------- such Non-Oral Route (the Non-Oral Route to be specified for each license). The terms of the license shall be the same as those of the 1998 Oral PTH License Agreement, provided that the license supplement attached hereto as Appendix 2 shall be used in lieu of Appendices 1 or 3.
(b) An option for each Non-Oral Route (each such option, a "Non-Oral HGH ------------ Option") to an exclusive license in the Territory to make and use the Emisphere ------ Technology to develop products (the "Non-Oral HGH Products") to deliver HGH by --------------------- such Non-Oral Route (the Non-Oral Route to be specified for each license). The terms Confidentiality Requested by Empire Technologies, Inc., ▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇ of the license shall be the same as those of the 1998 Oral HGH License Agreement, provided that the license supplement attached hereto as Appendix 4 shall be used in lieu of Appendices 1 or 3.
Unexercised Options. If (a) the Options become exercisable pursuant to Section 3.2 hereof, (b) Parent has not exercised the Options for all the Subject Shares, and (c) not later than two years from the date of termination of the Merger Agreement, (i) the Company consummates a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any sale of all or a substantial portion of the assets or equity securities of, the Company (a "Business Combination"), (ii) a Shareholder disposes of any or all of his Subject Shares to any person not an affiliate or an associate of Parent or Purchaser or to the Company or any affiliate thereof in connection with a Business Combination or (iii) a Shareholder realizes cash proceeds in respect of his Subject Shares as a result of a distribution to such Shareholder by the Company following the sale of a material amount of the Company's assets in connection with a Business Combination (each, a "Subsequent Transaction"), in each case at a per share price or with equivalent per share proceeds (including, in the case of clause (iii), the remaining value of the Shares), as the case may be (the "Subsequent Price"), with a value in excess of the Per Share Amount, then the Shareholder will promptly pay to Parent an amount equal to one-half of the product of (x) the excess of the Subsequent Price over the Per Share Amount multiplied by (y) the greatest number of Subject Shares beneficially owned by such Shareholder between the date hereof and the time a Business Combination is consummated (assuming for this purpose that the Option has not been exercised for any Shares) less the number of Subject Shares, if any, acquired by Parent upon exercise of the Option. In the event of any stock dividends, stock splits, recapitalizations, combinations, exchanges of shares or the like or any other action that would have the effect of changing the Shareholder's ownership of the Company's capital stock or other securities, the Per Share Amount will be appropriately adjusted for the purpose of this Section 3.7.