Assumption of Options and Warrants. (a) As of the Effective Time, Parent shall assume each option to purchase shares of Company Common Stock ("Company Options") outstanding at the Effective Time under the Company's 1992 Subordinated Stock Option Plan, 1994 Replacement Stock Option Plan and 1994A Stock Option Plan (the "Plans") and each Company Option shall thereafter be exercisable for a number of shares of Parent Common Shares equal to the number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio. The exercise price per share of Parent Company Shares for such Company Options shall be the exercise price per share under such Company Option divided by the Exchange Ratio, rounded to the nearest $.01, all in accordance with Section 425(a) of the Code and the regulations promulgated thereunder, without regard to whether the Company Option qualifies as an incentive stock option with the meaning of Section 422A of the Code, although an assumed Company Option is intended to be an incentive stock option if the Company Option so qualifies. At the Effective Time, Parent shall also assume all of the Company's obligations under the Plans. Parent shall take all corporate and other action necessary to reserve and make available sufficient shares of Parent Common Shares for issuance upon exercise of all such Company Options and shall prepare and file with the SEC as promptly as practical after the Effective Time the appropriate registration statements relating to the issuance of such shares upon exercise of such options and maintain the effectiveness of such registration statements. (b) As of the Effective Time, Parent shall assume each of the outstanding warrants to purchase an aggregate of 4,521,558 shares of Company Common Stock outstanding at the Effective Time (the "Company Warrants"), and each Company Warrant shall entitle the holder thereof to purchase the number of shares of Parent Common Shares equal to the number of shares of Company Common Stock subject to such Company Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio and the exercise price per share of Parent Company Shares pursuant to such Company Warrant shall be the exercise price per Company Common Share under such Company Warrant divided by the Exchange Ratio, rounded to the nearest $.01. Parent will take all corporate and other action necessary to reserve and make available sufficient shares of Parent Common Stock for issua...
Assumption of Options and Warrants. The Company shall have taken all necessary steps to effectuate the provisions of Sections 1.6(b) and (c), including obtaining all necessary consents and releases, if any, from the holders of Company Stock Options and Company Common Stock Warrants. The Company shall have obtained agreements terminating all pre-emptive rights.
Assumption of Options and Warrants. At the Effective Time, all ---------------------------------- outstanding and unexercised portions of all options to purchase AllAdvantage California Common Stock under the AllAdvantage California 1999 Equity Incentive Plan and 2000 Equity Incentive Plan (the "Existing Plans"), and all other outstanding options to purchase AllAdvantage California Common Stock, shall be assumed by AllAdvantage Delaware and become options to purchase the same number of shares of AllAdvantage Delaware Common Stock at the same exercise price per share but otherwise shall, to the extent permitted by law and otherwise reasonably practicable, have the same term, exercisability, vesting schedule, status as an "incentive stock option" under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), if applicable, and all other material terms and conditions (including but not limited to the terms and conditions applicable to such options by virtue of the Existing Plans). Continuous employment with AllAdvantage California will be credited to an optionee for purposes of determining the vesting of the number of shares of AllAdvantage Delaware Common Stock subject to exercise under an assumed AllAdvantage California option at the Effective Time. At the Effective Time, AllAdvantage Delaware shall adopt and assume the Existing Plans. Additionally, at the Effective Time, all outstanding and unexercised portions of all warrants to purchase or acquire AllAdvantage California Common Stock or any series of AllAdvantage California Preferred Stock shall be assumed by AllAdvantage Delaware and become warrants to purchase or acquire the same number of shares of AllAdvantage Delaware Common Stock or the corresponding series of AllAdvantage Delaware Preferred Stock, as the case may be, at the same exercise price per share but otherwise with the same term, exercisability, and all other material terms and conditions.
Assumption of Options and Warrants. The Company shall also assume the options and warrants of Hydro Dynamic Technology, Inc. and shall exchange them for warrants of the Company with identical exercise prices but at a .6824 conversion ratio. For example, if a Shareholder possessed a warrant to purchase 100,000 shares of Hydro Dynamic Technology, Inc. Common Stock exercisable at $0.75 per share, he would instead receive a warrant to purchase 68,700 shares of Common Stock of the Company at a purchase price of $0.75 per share.
Assumption of Options and Warrants. Upon Closing, Excite will notify in writing each holder of a Throw Option and Throw Warrant of the assumption of such Throw Option and Throw Warrant by Excite, and the number of shares of Excite Common Stock that are then subject to such option or warrant and the exercise price of such option or warrant, as determined pursuant to Section 1.1 hereof.
Assumption of Options and Warrants. At the Closing, each outstanding option and warrant to purchase Interests of VMdirect (each, a "VMdirect Purchase Right"), whether or not vested, shall be assumed by Qorus. Each VMdirect Purchase Right so assumed by Qorus under this Agreement will continue to have, and be subject to, the same terms and conditions of such VMdirect Purchase Right immediately prior to the Closing (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions, other than the transactions contemplated by this Agreement), except that (i) each VMdirect Purchase Right will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of common stock, par value $0.001 per share, of Qorus ("Qorus Common Stock") equal to the product of the number of membership units that were issuable upon exercise of such VMdirect Purchase Right immediately prior to the Closing multiplied by 210.130 ("Exchange Ratio"), rounded up to the nearest whole number of shares of Qorus Common Stock, and (ii) the per share exercise price for the shares of Qorus Common Stock issuable upon exercise of such assumed VMdirect Purchase Right will be equal to the quotient determined by dividing the exercise price per membership unit under the VMdirect Purchase Right prior to the Closing by the Exchange Ratio, rounded down to the nearest whole cent.
Assumption of Options and Warrants. At the Effective Time, each outstanding option (collectively, the "Xxxxx Options") to purchase Xxxxx Common Stock granted under Xxxxx' Stock Option Plan, as amended (the "Xxxxx Plan"), and each warrant for the purchase of Xxxxx Stock (the "Xxxxx Warrants") shall be assumed by Access Beyond in accordance with the terms of such option or warrant, and converted into rights with respect to that number of shares of Access Beyond Common Stock, determined by multiplying the number of shares of Xxxxx Stock subject to such Xxxxx Option or Xxxxx Warrant (on an as if exercised basis) immediately prior to the Effective Time by the Conversion Ratio, and the exercise price per share for each such option or warrant will equal the exercise price of the Xxxxx Option or the Xxxxx Warrant immediately prior to the Effective Time divided by the Conversion Ratio (rounded up to the nearest whole cent). If the foregoing calculation results in an assumed option or warrant being exercisable for a fraction of a share, then the number of shares of Access Beyond Common Stock subject to such option or warrant will be rounded down to the nearest whole number with no cash being payable for such fractional share.
Assumption of Options and Warrants. Promptly after the Effective Time, Access Beyond will notify in writing each holder of a Xxxxx Option or a Xxxxx Warrant of the assumption of such Xxxxx Option or Xxxxx Warrant by Access Beyond, and the number of shares of Access Beyond Stock that are then subject to such option or warrant and the exercise price of such option or warrant, as determined pursuant to Section 1 hereof.
Assumption of Options and Warrants. Promptly after the Effective ---------------------------------- Time, Acquirer will notify in writing each holder of a Target Option of: (i) the assumption of such Target Option by Acquirer, (ii) the conversion of such Target Options into Acquirer Options, (iii) the number of shares of Acquirer Common Stock that are then subject to such Acquirer Option and (iv) the exercise price of such Acquirer Option, all as determined pursuant to Section 1.1.2 hereof.
Assumption of Options and Warrants. Promptly after the Effective Time, ConSil will notify in writing each holder of a Lumalite Option of: (i) the assumption of such Lumalite Option by ConSil, (ii) the conversion of such Lumalite Options into ConSil Options, (iii) the number of shares of ConSil Common Stock that are then subject to such ConSil Option and (iv) the exercise price of such ConSil Option, all as determined pursuant to Section 1.7 hereof.
