Stock Options and Warrants. At the Effective Time of the Merger, each outstanding option to purchase Company Common Stock (each, a "Company Stock Option"), whether or not granted under the Company Option Plan, and all outstanding warrants to purchase Company Common Stock the outstanding whether or not vested, shall by virtue of the Merger be assumed by Parent. Each Company Stock Option and Warrant so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of Company Shares that were issuable upon exercise of such Company Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will be equal to the quotient determined by dividing the exercise price per Company Share at which such Company Stock Option and Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up to the nearest whole cent. Parent shall comply with the terms of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise ...
Stock Options and Warrants. If the Stockholder holds Stock Options and/or Warrants to acquire shares of Company Common Stock, he shall, if requested by the Company, consent to the cancellation and conversion of his Company Options and/or Warrants in accordance with the terms of the Merger Agreement and shall execute all appropriate documentation in connection with such cancellation and conversion.
Stock Options and Warrants. (a) At the Effective Time, each then-outstanding option to purchase Common Shares (collectively, the "Options") granted under the Xxxxxxx Information Systems, Inc. Amended and Restated 1986 Incentive and Nonqualified Stock Option Plan, the Cayenne Software, Inc. Amended 1996 Incentive and Nonqualified Stock Option Plan, the Cayenne Software, Inc. 1998 Nonqualified Stock Option Plan, the Cadre Technologies, Inc. 1988 Incentive and Non-Statutory Stock Option Plan, the Cadre Technologies, Inc. 1989 Non-Statutory Stock Option Plan and the Stock Option Agreements, dated December 29, 1997, between Company and each of Xxxxxxx Xxxxxxxxx and Xxxxxxxxx Xxxxxxxx (collectively, the "Stock Option Plans"), whether or not then exercisable or fully vested, shall be assumed by Parent and shall constitute an option (a "Substitute Option") to acquire, on substantially the same terms and subject to substantially the same conditions as were applicable under such Option, including without limitation term, vesting, exercisability, status as an "incentive stock option" under Section 422 of the Code (if applicable) or as an employee stock purchase plan option under Section 423 of the Code (if applicable), and termination provisions, the number of shares of common stock, par value $0.10 per share ("Parent Common Stock"), of Parent, rounded down to the nearest whole share (it being understood that the portion, if any, of an Option that would otherwise have resulted in a Substitute Option being exercisable to purchase a fractional share of Parent Common Stock shall be extinguished as a result of such rounding), determined by multiplying the number of Common Shares subject to such Option immediately prior to the Effective Time by the Conversion Factor, at an exercise price per share of Parent Common Stock (increased to the nearest whole cent) equal to the exercise price per share of Common Shares subject to such Option divided by the Conversion Factor; provided, however, that in the case of any Option to which Section 421 of the Code applies by reason of its qualification as an incentive stock option under Section 422 of the Code or as an employee stock purchase plan option under Section 423 of the Code, the conversion formula shall be adjusted if necessary to comply with Section 424(a) of the Code.
Stock Options and Warrants. (a) At the Effective Time, each Company Stock Option, whether vested or unvested, shall be assumed by Parent. Accordingly, each Company Stock Option shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, a number of shares of Parent Preferred Stock, such that upon conversion of such Parent Preferred Stock, the holder of the option would receive the same number of shares of Parent Common Stock as the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full including as to unvested shares, immediately prior to the Effective Time (rounded down to the nearest whole number), at a price per share (rounded up to the nearest whole cent) equal to (i) the aggregate exercise price for the shares of Company Common Stock otherwise purchasable pursuant to such Company Stock Option divided by (ii) the number of full shares of Parent Common Stock deemed purchasable pursuant to such Parent stock option in accordance with the foregoing. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Company Stock Options appropriate notice evidencing the foregoing assumption and setting forth such participants’ rights pursuant thereto, and the grants shall continue in effect on the same terms and conditions as existed on the date of this Agreement (subject to the adjustments required by this Section 5.11 after giving effect to the Merger). In the case of any Company Stock Option to which Section 422 of the Code applies (“Incentive Stock Options”), Parent shall comply with the terms of the Company Option Plan to ensure, to the extent required by, and subject to the provisions of, such plan, that Company Stock Options which qualified as Incentive Stock Options prior the Effective Time continue to qualify as Incentive Stock Options after the Effective Time.
Stock Options and Warrants. Purchaser acknowledges that the consummation of the Offer and the other Transactions will constitute an "Event" (as defined in the Plans) with respect to the options listed on Section 3.3 of the Company Disclosure Schedule and the other options specified in Section 3.3 of the Company Disclosure Schedule, and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. At the Effective Time, each holder of a then outstanding option or warrant to purchase Shares, whether or not then exercisable, shall, in settlement thereof, except to the extent otherwise agreed to by the holder of the option or warrant, the Company and the Purchaser, receive from the Company (from funds provided by Purchaser) for each Share subject to such stock option or warrant an amount in cash equal to the excess, if any, of the Merger Consideration over the per Share exercise price of such stock option or warrant (such amount being hereinafter referred to as the "Option Consideration"). Upon receipt of the Option Consideration, the stock option or warrant shall be canceled. The surrender of any stock option or warrant to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such stock option or warrant. Prior to the Effective Time, the Company shall use its best efforts to obtain all necessary consents or releases from holders of stock options and warrants and to take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section 6.8 (except for such action that may require the approval of the Company's stockholders). Except as otherwise agreed to by the parties, (i) the Plans shall terminate, effective as of the Effective Time and the Company shall use its reasonable efforts to cause the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its subsidiaries to be canceled as of the Effective Time and (ii) the Company shall use its reasonable efforts to ensure that following the Effective Time no participant in the Plans or other plans, programs or arrangements shall have any right thereunder to acquire equity secu...
Stock Options and Warrants. 4 1.7 Closing of the Company's Transfer Books................4 1.8 Exchange of Certificates...............................4
Stock Options and Warrants. (a) At the Effective Time, all options to purchase Company Common Stock then outstanding under the Company's (i) 1984 Stock Option Plan, (ii) Amended 1987 Stock Option Plan and (iii) 1993 Officer and Director Stock Option Plan (each as amended, collectively, the "Option Plans"), by virtue of the Merger and without any action on the part of the holder thereof, shall be assumed by Parent in accordance with Section 5.5.
Stock Options and Warrants. At the Effective Time, all Company Options (as defined in Section 2.3(b)) shall be assumed by Parent in accordance with Section 5.5, and all Company Warrants (as defined in Section 2.3(c)) shall be assumed by Parent in accordance with Section 5.7.
Stock Options and Warrants. (a) At the Effective Date, all options and warrants (collectively the "Options") then outstanding under Amrion's Non-Qualified Stock Option Plan and Non-Employee Director Stock Option Plan (collectively the "Option Plans") or pursuant to the underwriters' warrant granted to John G. Kinnard & Co., and affiliates or transferees therexx, xxxxx xxxxxn outstanding following the Effective Date and such Options shall, by virtue of the Merger and without any further action on the part of Amrion or the holder of any such Option, be assumed by WFM in accordance with their terms and conditions as in effect at the Effective Date (and the terms and conditions of the Option Plans and the option agreements associated with such Option Plans), except that (A) each such Option shall be exercisable in accordance with its terms for that whole number of shares of WFM Common Stock (rounded to the nearest whole share) into which the number of shares of Amrion Common Stock subject to such Option immediately prior to the Effective Date would be converted under Section 2.1 at an exercise price per share of WFM Common Stock (rounded to the nearest cent) equal to the exercise price per share of Amrion Common Stock applicable to such Option divided by .87; (B) all actions to be taken thereunder by the Board of Directors of Amrion or a committee thereof shall be taken by the Board of Directors of WFM or a committee thereof; and (C) no payment shall be made for fractional interests. From and after the date of this Agreement, except as provided in Section 5.1, no additional options shall be granted by Amrion under the Option Plans. (b) It is intended that the assumed Options, as set forth herein, shall not give to any holder thereof any benefits in addition to those which such holder had prior to the assumption of the Option. WFM shall take all necessary corporate action necessary to reserve for issuance a sufficient number of shares of WFM Common Stock for delivery upon exercise of the Options. As soon as practicable after the Effective Date, WFM shall file a registration statement, or an amendment to an existing registration statement, under the Securities Act of 1933, as amended (the "Securities Act"), on Form S-8 (or other successor form) with respect to the shares of WFM 3
Stock Options and Warrants. 4 1.8 Unconverted Series 1 Notes......................................................................6 1.9 Parent Common Stock.............................................................................6 1.10
