Acquired Company Options Clause Samples
Acquired Company Options. (i) Upon the exercise of any Acquired Company Option (as defined in (d) below) following the Distribution, (1) Controlled shall claim any Tax deduction attributable to such exercise on its Tax Return and Distributing shall not claim such deduction on its Tax Return as originally filed, (2) Controlled shall pay to Distributing an amount equal to the Option Tax Value (as defined in (d) below), and (3) to the extent that such deduction is disallowed to Controlled, and a Tax Authority determines (a "Determination") that Distributing is entitled to such deduction to any extent, Distributing shall, to such extent, repay to Controlled the portion of the Option Tax Value attributable to such Acquired Company Option.
(ii) Controlled shall pay to Distributing the Option Tax Value under this Section 2.03(a) within 30 days of the date that Distributing notifies Controlled of the amount thereof. Distributing shall pay to Controlled the Option Tax Value under this Section 2.03(a) within 30 days of the date that Controlled notifies Distributing of the receipt of a Determination (which notification shall be made promptly after receipt thereof).
Acquired Company Options. The Current Option Holders shall have exercised all company options held by them and after the Closing Date, no person shall have any right under any sock option plan (or any option granted thereunder) or other plan, program or arrangement to acquire any equity securities of the Acquired Company.
Acquired Company Options. Notwithstanding anything in the Plan to the contrary, the Plan Administrator may grant Options under the Plan in substitution for awards issued under other plans, or assume under the Plan awards issued under other plans, if the other plans are or were plans of other acquired entities ("Acquired Entities") (or the parent of the Acquired Entity) and the new Option is substituted, or the old award is assumed, by reason of a merger, consolidation, acquisition of property or of stock, reorganization or liquidation (the "Acquisition Transaction"). In the event that a written agreement pursuant to which the Acquisition Transaction is completed is approved by the Board and said agreement sets forth the terms and conditions of the substitution for or assumption of outstanding awards of the Acquired Entity, said terms and conditions shall be deemed to be the action of the Plan Administrator without any further action by the Plan Administrator, except as may be required for compliance with Rule 16b-3 under the Exchange Act, and the persons holding such Options shall be deemed to be Optionees.
Acquired Company Options. (i) Upon the exercise of any Acquired Company Option (as defined in (d) below) following the Distribution, (1) Controlled shall claim any Tax deduction attributable to such exercise on its Tax Return and Distributing shall not claim such deduction on its Tax Return as originally filed, (2) Controlled shall pay to
(ii) Controlled shall pay to Distributing the Option Tax Value under this Section 2.03(a) within 30 days of the date that Distributing notifies Controlled of the amount thereof. Distributing shall pay to Controlled the Option Tax Value under this Section 2.03(a) within 30 days of the date that Controlled notifies Distributing of the receipt of a Determination (which notification shall be made promptly after receipt thereof).
Acquired Company Options. Prior to the Closing, the Selling Shareholders and the Acquired Company will take such action as is legally required to amend any Acquired Company stock option plans and the terms of all Acquired Company options outstanding at the Effective Time such that: (i) all outstanding Acquired Company options are immediately vested and exercisable in full at or before the Effective Time, (ii) no further options will be grantable under such plans after the date of this Agreement, and (iii) all change-of-control provisions contained in such plans and outstanding Acquired Company options will not apply to any Acquired Company options outstanding as of the date of this Agreement. In addition, at or prior to the Closing, the Current Option Holders shall exercise all of their options to acquire the common stock of the Acquired Company. All proceeds from the exercise of the Acquired Company options shall remain in the Acquired Company and reflected as an asset on the Closing Balance Sheet.