Agreements Regarding Stock Options. The Company shall have entered into written agreements regarding stock options, in form and substance reasonably satisfactory to Parent, with each employee of the Company who currently holds options to purchase shares of Company Common Stock.
Agreements Regarding Stock Options. Effective on the Closing Date, Tyler agrees to grant options, conditioned on the consummation of the transactions contemplated hereby and Tyler stockholder approval of any required increase in the number of shares of Tyler Common Stock which may be issued pursuant to the Tyler Stock Option Plan, to purchase an aggregate of 200,000 shares of Tyler Common Stock to employees of the Company designated by the Shareholders. The selection by the Shareholders of such employees and the number of option shares to be granted to each shall be subject to the reasonable approval of Tyler. The exercise price of the options shall be equal to the reported closing price of the Tyler Common Stock on the New York Stock Exchange on the Closing Date. The options shall have a term of 10 years from the Closing Date and shall vest on each of the first five anniversary dates at the rate of 20% of the original number of option shares granted. The options shall be incentive stock options pursuant to the Tyler Stock Option Plan, as amended, shall contain such other terms as are customary for options granted under that plan, and shall be evidenced by option agreements incorporating all of such terms.
Agreements Regarding Stock Options. (a) Within one year after the Effective Time, Tyler agrees to file a registration statement under the Securities Act on Form S-3, Xxxx X-0 xx another appropriate form with respect to the sale by the Shareholder of Tyler Common Stock to Key Employee Optionees pursuant to exercise of the Key Employee Options and the resale from time to time in the open market of those shares by the Key Employee Optionees. Tyler agrees to use its reasonable efforts to cause such registration statement to be made effective as soon as practicable after it has been filed and to cause such registration statement to remain effective until such time as no Key Employee Options remain outstanding and any shares of Tyler Common Stock acquired pursuant to exercise of the Key Employee Options have been held for a sufficient time and otherwise are eligible for resale in the open market pursuant to Rule 144 under the Securities Act (or under other rules then in effect).
(b) Tyler agrees to grant options, conditioned on the consummation of the transactions contemplated hereby and Tyler stockholder approval of any required increase in the number of shares of Tyler Common Stock which may be issued pursuant to the Tyler Stock Option Plan, to purchase an aggregate of 400,000 shares of Tyler Common Stock to employees of the Company and the Company Subsidiaries designated by the Shareholder. The selection by the
Agreements Regarding Stock Options. Tyler agrees to grant options, conditioned on the consummation of the transactions contemplated hereby and Tyler stockholder approval of any required increase in the number of shares of Tyler Common Stock which may be issued pursuant to the Tyler Stock Option Plan, to purchase an aggregate of 200,000 shares of Tyler Common Stock to employees of the Company designated by the Shareholders. The selection by the
Agreements Regarding Stock Options. At the time of the Closing, all outstanding options to acquire Iapps common stock shall be converted to options to acquire Bridgeline Common Stock at the same ratio of stock valuations used to determine the merger consideration payable by Bridgeline for Iapps, and at each option holder's current vesting schedule of such options, all as set forth on Exhibit 1.7 to this Agreement. Additionally, Bridgeline will provide all employees of Iapps with stock options of Bridgeline based on the current stock option table maintained by Bridgeline at the same rate and price as options granted to employees hired by Bridgeline within thirty (30) days before or after the Closing, or if no such options are granted to Bridgeline employees during such sixty (60) day period, at the same rate and exercise price of the option last issued by Bridgeline.
Agreements Regarding Stock Options. In connection with the Closing, all outstanding options to acquire Seller common stock (the "SELLER OPTIONS") shall be terminated. Each holder of Seller Options (individually, a "SELLER OPTIONHOLDER" and collectively, the "SELLER OPTIONHOLDERS") shall receive incentive stock options to purchase the number of shares of Bridgeline Common Stock set forth opposite each Seller Optionholder's name on Exhibit 1.7 to this Agreement. Such options shall have an exercise price equal to the closing price of the Bridgeline Common Stock as of the date of grant and shall be vested in full.
Agreements Regarding Stock Options. In connection with the Closing, all outstanding options to acquire Seller common stock (the "SELLER OPTIONS") shall be substituted on an equitable basis with options to acquire Bridgeline Common Stock as set forth below. Each holder of Seller Options (individually, a "SELLER OPTIONHOLDER" and collectively, the "SELLER OPTIONHOLDERS") shall receive options to purchase Bridgeline Common Stock at the same ratio of stock valuations used to determine the merger consideration payable by Bridgeline for Seller, and at each Seller Optionholder's current vesting schedule of such Seller Options (exclusive of any acceleration otherwise resulting from the Merger and except for Seller Options granted in 2006 which shall vest according to Bridgeline's standard vesting schedule for employees), all as set forth on Exhibit 1.6 to this Agreement.
Agreements Regarding Stock Options. In connection with the Closing, certain outstanding incentive stock options to acquire Seller common stock (the “Seller ISOs”) shall be substituted on an equitable basis with options to acquire Bridgeline Software Common Stock (the “Substituted Bridgeline Software Options”) as set forth below. All other outstanding incentive stock options to acquire Seller common stock not otherwise substituted on an equitable basis with options to acquire Bridgeline Software Common Stock pursuant to this Section 1.6 shall be terminated in accordance with Section 5.13 hereunder. Each holder of Seller ISOs (individually, a “Seller ISO Optionholder” and collectively, the “Seller ISO Optionholders”) shall receive options to purchase Bridgeline Software Common Stock at the same ratio of stock valuations used to determine the merger consideration payable by Bridgeline Software for Seller, and at each Seller ISO Optionholder’s current vesting schedule of such Seller ISOs (exclusive of any acceleration otherwise resulting from the Merger), all as set forth on Exhibit 1.6 to this Agreement. The parties agree that the estimated fair value of the Substituted Bridgeline Software Options at the time of the Closing using the Black-Xxxxxxx-Xxxxxx option valuation model shall reduce the number of shares of Bridgeline Software Stock issued to the Shareholders. By way of example, the fair value of the Substituted Bridgeline Software Options granted to the Seller ISO Optionholders based on the closing price for a share of Bridgeline Software Common Stock as reflected on the Nasdaq Capital Market exchange on June 2, 2008 is $250,000. Accordingly, the Bridgeline Software Stock issued to the Shareholders at the time of Closing shall be valued at $3,050,000 ($3,300,000 - $250,000). Notwithstanding the foregoing, immediately prior to the Closing, the Seller agrees to take all actions necessary to terminate all existing stock options to acquire Seller common stock, other than the Seller ISOs, granted pursuant to the Seller Stock Option Plan.
Agreements Regarding Stock Options. (a) In connection with the Closing, all outstanding options to acquire New Tilt common stock (the "New Tilt Options") shall be terminated and Bridgeline shall issue to such optionholders (the "New Tilt Optionholders") options to purchase Bridgeline Common Stock at the same ratio of stock valuations used to determine the merger consideration payable by Bridgeline for New Tilt, and at each optionholder's current vesting schedule of such New Tilt Options (exclusive of any acceleration otherwise resulting from the Merger and except for New Tilt Options granted in 2006 which shall vest according to Bridgeline's standard vesting schedule for employees), all as set forth on Exhibit 1.6 to this Agreement.
(b) In connection with the Merger, (i) the Shareholders shall deliver to Bridgeline, agreements signed by the New Tilt Optionholders which will provide for the consent of each of the New Tilt Optionholders to the termination of the existing New Tilt Options and (ii) Bridgeline shall deliver to the New Tilt Optionholders stock option agreements for the Bridgeline options.
Agreements Regarding Stock Options. (a) The Shareholders, directors and employees of the Surviving Corporation shall be eligible to participate in the Nicollet Process Engineering, Inc. 1995 Amended and Restated Stock Incentive Plan (the "Plan"). Pursuant to the Plan:
(i) At the Closing, the Company shall grant to each Shareholder options to acquire 81,572 shares of common stock of the Company (an aggregate of 326,288 shares of common stock of the Company), at a price of 85 cents per share. The options shall be subject to the terms and conditions of the Plan, and shall vest evenly each quarter over a five year period following the date of Closing; provided, however, that the options shall not be exercisable with respect to any shares unless the Shareholder continues to be employed by the Company or an affiliate of the Company on the second anniversary of the date of Closing.
(ii) In addition to the options to be granted pursuant to Section 5.7(a)(i), options shall be issued to the Shareholders granting to each of them the right to purchase up to 81,572 shares of the Company's common stock (an aggregate of 326,288 shares of common stock of the Company) at a price of 85 cents per share. The grant of options for such additional shares will be conditioned upon the performance of the Surviving Corporation as compared to a three-year business plan that has been approved by the board of directors of the Target and the Company. Such additional options shall be granted in amounts up to 108,763 shares per year for each of the three years of the business plan. The options shall be earned based upon achieving revenue projection goals as follows:
