Assumption Criteria. The intention of Millipore and Mykrolis is that the assumption of Millipore Options by Mykrolis pursuant to Subsection 6.3(a) meet the following criteria: (i) the aggregate intrinsic value of the assumed Millipore Options immediately after the assumption is not greater than such value immediately before the assumption; (ii) with respect to each such assumed Millipore Option, the ratio of the exercise price per share to the Mykrolis Stock Value of the assumed Millipore Options immediately after the assumption is not less than the ratio of the exercise price per share to the Millipore Stock Value immediately before the assumption; and (iii) the vesting and option term of the assumed Millipore Options shall not be changed.
Assumption Criteria. The intention of Allergan and AMO is that the cancellation and reissuance of Allergan Options pursuant to Subsection 8.4(a) shall meet the criteria set forth with respect thereto in the Minutes of the Special Meeting of the Organization and Compensation Committee of the Board of Directors of Allergan, Inc., held on January 18, 2002.
Assumption Criteria. The intention of 3Com and Palm is that the assumption of 3Com Options by Palm pursuant to Subsection 6.3(a) meet the following criteria: (i) the aggregate intrinsic value of the assumed 3Com Options immediately after the assumption is not greater than such value immediately before the assumption; (ii) with respect to each such assumed 3Com Option, the ratio of the exercise price per share to the Palm Stock Value of the assumed 3Com Options immediately after the assumption is not less than the ratio of the exercise price per share to the 3Com Stock Value immediately before the assumption; and (iii) the vesting and option term of the assumed 3Com Options shall not be changed.
Assumption Criteria. It is the intention of Sara Xxx xxx Coach that the assumption of Sara Xxx Xxxions by Coach pursuant to Subsections (a) and (b) above and the issuance of Coach Options under this Section 5.4 meet the following criteria: (i) the aggregate intrinsic value of the assumed Sara Xxx Xxxions immediately after the assumption is not greater than such value immediately before the assumption; (ii) with respect to each such assumed Sara Xxx Xxxion, the ratio of the exercise price per share to the Coach Stock Value of the assumed Sara Xxx Xxxions immediately after the assumption is not less than the ratio of the exercise price per share to the Sara Xxx Xxxck
Assumption Criteria. The intention of Millipore and MMI is that the assumption of Millipore Options by MMI pursuant to Subsection 6.3(a) meet the following criteria: (i) the aggregate intrinsic value of the assumed Millipore Options immediately after the assumption is not greater than such value immediately before the assumption; (ii) with respect to each such assumed Millipore Option, the ratio of the exercise price per share to the MMI Stock Value of the assumed Millipore Options immediately after the assumption is not less than the ratio of the exercise price per share to the Millipore Stock Value immediately before the assumption; and (iii) the vesting and option term of the assumed Millipore Options shall not be changed.
Assumption Criteria. The assumption of Eaton Options by Axcelis Technologies pursuant to Subsection 6.2(a) shall meet the following criteria: (i) the aggregate intrinsic value of the assumed Eaton Options immediately after the assumption shall not be greater than such value immediately before the assumption; (ii) with respect to each such assumed Eaton Option, the Ratio of the exercise price per share to the Axcelis Technologies Stock Value of the assumed Eaton Options immediately after the assumption shall not be less than the Ratio of the exercise price per share to the Eaton Stock Value immediately before the assumption; and (iii) the vesting and option term of the assumed Eaton Options shall not be changed. If any assumed option has vesting provisions based on performance, the substituted option shall also have performance vesting criteria reasonably comparable as determined by the Axcelis Technologies Board of Directors.
(b) If Eaton disposes of its interest in Axcelis Technologies in a transaction which is not a dividend to its shareholders, Eaton and Axcelis Technologies shall use their best efforts to make arrangements with respect to Eaton options as are in Eatox'x xxxgment necessary or desirable under the terms of such disposition transaction.
Assumption Criteria. It is the intention of MAG and MercFuel that the assumption of MAG Options by MercFuel pursuant to Subsection 5.2(a) meet the following criteria: (i) the aggregate intrinsic value of the assumed MAG Options immediately after the assumption is not greater than such value immediately before the assumption; (ii) with respect to each such assumed MAG Option, the ratio of the exercise price per share to the MercFuel Stock Value of the assumed MAG Options immediately after the assumption is not less than the ratio of the exercise price per share to the MAG Stock Value immediately before the assumption; and (iii) the vesting and option term of the assumed MAG Options shall not be changed.
Assumption Criteria. It is the intention of Xxxx Xxx and Coach that the assumption of Xxxx Xxx Options by Coach pursuant to Subsections (a) and (b) above and the issuance of Coach Options under this Section 5.4 meet the following criteria: (i) the aggregate intrinsic value of the assumed Xxxx Xxx Options immediately after the assumption is not greater than such value immediately before the assumption; (ii) with respect to each such assumed Xxxx Xxx Option, the ratio of the exercise price per share to the Coach Stock Value of the assumed Xxxx Xxx Options immediately after the assumption is not less than the ratio of the exercise price per share to the Xxxx Xxx Stock Value immediately before the assumption; and (iii) the vesting and option term of the assumed Xxxx Xxx Options shall not be changed.
Assumption Criteria. It is the intention of MRV and Luminent that the assumption of MRV Options by Luminent pursuant to Subsection 6.3(a) meet the following criteria: (i) the aggregate intrinsic value of the assumed MRV Options immediately after the assumption is not greater than such value immediately before the assumption; (ii) with respect to each such assumed MRV Option, the ratio of the exercise price per share to the Luminent Stock Value of the assumed MRV Options immediately after the assumption is not less than the ratio of the exercise price per share to the MRV Stock Value immediately before the assumption; and (iii) the vesting and option term of the assumed MRV Options shall not be changed.
Assumption Criteria. It is the intention of Methode and Stratos that the assumption of Methode Options by Stratos pursuant to Section 5.3(a) meet the following criteria: (i) the aggregate intrinsic value of the assumed Methode Options immediately after the assumption is not greater than such value immediately before the assumption; (ii) with respect to each such assumed Methode Option, the ratio of the exercise price per share to the Stratos Stock Value of the assumed Methode Options immediately after the assumption is not less than the ratio of the exercise price per share to the Methode Stock Value immediately before the assumption; and (iii) the vesting and option term of the assumed Methode Options shall not be changed.
