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Assumption of Company Options Sample Clauses

Assumption of Company Options. (i) At the Effective Time, the Company Stock Option Plans will be assumed by Parent and each outstanding Unvested Company Option will be assumed by Parent and converted into an option to purchase shares of Common Stock of the Parent (“Parent Common Stock”) (each a “Parent Option”). On the Closing Date, Company shall deliver to Parent an updated Schedule 2.2(c) hereto current as of such date. Each Unvested Company Option so assumed by Parent under this Agreement shall retain its respective vesting schedule under the applicable Company Stock Option Plan and its respective stock option agreement and each such Unvested Company Option shall continue to be subject to the terms and conditions set forth in the applicable Company Stock Option Plan and stock option agreement, except that (x) each assumed Unvested Company Option will be exercisable for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Company Common Stock that would be issuable upon exercise of such Unvested Company Option immediately prior to the Effective Time, assuming that all vesting conditions applicable to such option were then satisfied, multiplied by the quotient obtained by dividing (A) the Per Share Common Stock Consideration by (B) the average closing price of the Parent Common Stock on the NASDAQ National Market System for the five (5) trading days immediately preceding (but not including) the Closing Date (the “Option Exchange Ratio”) and rounded down to the nearest whole number of shares of Parent Common Stock, and (y) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Unvested Company Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio, rounded up to the nearest whole cent. Consistent with the terms of the Company Stock Option Plans and the documents governing the outstanding Company Options under such plans, except as otherwise set forth on Schedule 5.9(a), the Merger will not accelerate the exercisability or vesting of the Unvested Company Options or the shares of Parent Common Stock which will be subject to those options upon the assumption of the Unvested Company Options in connection with the Merger. It is the intention of the parties that the Unvested Company Options assumed by Parent qualify, to the maximum exte...
Assumption of Company OptionsAs soon as practicable following ----------------------------- the Closing but effective as of the Effective Time, each Company Option shall be assumed by Parent. Each Company Option so assumed by Parent pursuant to this Section 1.6(d) shall continue to have, and be subject to, the same terms and -------------- conditions (including vesting terms) set forth in the Company's 2001 Stock Plan (the "Plan"), and the option agreements relating thereto, or such other applicable agreement, as in effect immediately prior to the Effective Time, except that (i) such assumed Company Option will be exercisable for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Option (whether or not then exercisable or vested) immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Option shall be equal to the quotient obtained by dividing the exercise price per share of Company Common Stock at which such assumed Company Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent.
Assumption of Company OptionsAt the Effective Time, each issued and outstanding option to purchase or otherwise acquire Company Common Stock (whether or not vested) ("COMPANY OPTIONS") issued pursuant to the Company's 2000 Stock Plan or the Director Stock Option Plan (the "OPTION PLANS") or otherwise, will be assumed by Parent in connection with the Merger. Each Company Option so assumed by Parent under this Agreement (the "ASSUMED OPTIONS") shall continue to have, and be subject to, the same terms and conditions set forth in the Option Plans and/or as provided in the respective option agreements immediately prior to the Effective Time (including, without limitation, any vesting schedule or repurchase rights), except that (i) each Company Option will be exercisable for that number of Parent Shares equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of Parent Shares, and (ii) the per share exercise price for the Parent Shares issuable upon exercise of such assumed Company Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Company Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent. Parent shall comply with the terms of all such Company Options and use commercially reasonable efforts to ensure, to the extent required by and subject to the provisions of, the Option Plans, and to the extent permitted under the Code, that any Company Options that qualified for tax treatment as incentive stock options under Section 422 of the Code prior to the Effective Time continue to so qualify after the Effective Time. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of assumed Company Options on the terms set forth in this Section 1.5(e).
Assumption of Company OptionsAt the Effective Time, each outstanding Company Option issued pursuant to Company's 1995 Equity Incentive Plan (the "Option Plan") or otherwise, whether vested or unvested, will be assumed by Parent in connection with the Merger. Each Company Option so assumed by Parent under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Option Plan and/or as provided in the respective option agreements immediately prior to the Effective Time (including, without limitation, any vesting schedule or repurchase rights), except that (i) each Company Option will be exercisable for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the Option Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Option will be equal to the quotient determined by dividing the exercise price per share of Company Capital Stock at which such Company Option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio, rounded up to the nearest whole cent.
Assumption of Company Options. Effective as of the Merger 1 Effective Time, Parent shall assume (i) the Company Options in accordance with the terms of this Section 3.4 and (ii) the sponsorship of each Company equity plan covering such Company Options, provided that, in each case, references to the Company therein shall, after such assumption, be deemed references to Parent, and references to Shares therein shall, after such assumption, be deemed references to Parent Class A Common Stock.
Assumption of Company OptionsAt the Effective Time, Parent shall assume each Company Option by virtue of the Merger and without any further action on the part of the Company or the holders thereof. Parent shall assume each such Company Option in such manner that the requirements of Treasury Regulation §1.424-1 would be met with respect to the assumption of the Company Option pursuant to the Merger, regardless of whether the Company Option is a statutory option.
Assumption of Company OptionsAt the Effective Time, the Company's obligations with respect to each outstanding Company Option shall be assumed by Parent. The Company Options assumed by Parent shall continue to have, and be subject to, the same terms and conditions set forth in the Company Stock Plan and stock option agreements pursuant to which such Company Options were issued as in effect immediately prior to the Effective Time, except that (a) the number of shares for which such Company Option shall be exercisable shall equal the product of the Common Stock Exchange Ratio and the number of shares of Company Common Stock subject to the Company Option immediately prior to the Effective Time (rounded down to the nearest whole number), and (b) the per share exercise price for the shares of Parent Common Stock issuable upon the exercise of such assumed Company Option shall be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Company Option was exercisable immediately prior to the Effective Time by the Common Stock Exchange Ratio (rounded up to the nearest whole cent). The date of grant shall be the date on which the Company Option was originally granted.
Assumption of Company Options. (a) At the Effective Time, each Company Option which is outstanding immediately prior to the Effective Time shall become and represent an option to purchase the number of shares of Parent Common Stock (a "Substitute Option"), ----------------- increased to the nearest whole share, determined by multiplying the number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time by the Exchange Ratio, at an exercise price per share of Parent Common Stock, increased to the nearest whole cent, equal to the exercise price per share of Company Common Stock subject to such Company Option immediately prior to the Effective Time divided by the Exchange Ratio. (b) After the Effective Time, except as otherwise expressly provided in this Agreement, each Substitute Option shall be exercisable upon the same terms and conditions (including vesting schedules) as were applicable to the related Company Option immediately prior to the Effective Time.
Assumption of Company OptionsAt the Effective Time, each ----------------------------- Company Option under the Company's 1997 Stock Option Plan (the "Option Plan") ----------- or otherwise (whether or not vested or exercisable), will, in connection with the Merger, be assumed by Parent. Each Company Option so assumed by Parent under this Agreement shall continue to have, and be subject to, the same terms and conditions, excluding exercisability, as set forth in the Option Plan and as provided in the respective option agreements in effect immediately prior to the Effective Time; except that (A) exercisability of the option shall be, at the ------ election of the option holder made on or before the Closing Date, either (1) unchanged from the exercisability schedule under the Company Option, or (2) initially exercisable as to one-sixtieth (1/60th) of the total option grant for each full month that the option holder was employed by the Company (up to a maximum of fifty percent (50%) and as to one-thirty-sixth (1/36th) of the --- unexercisable portion of the option on each monthly anniversary of the Effective Time (so long as the optionee shall remain an employee or consultant of the Parent or its affiliate or as otherwise provided in Parent's option plan), (B) the option shall be for that number of whole shares of Parent Common Stock equal to the product obtained by multiplying the number of shares of Company Capital Stock that were issuable upon exercise in full of such assumed Company Option immediately prior to the Effective Time and after adjustment by the Exchange Ratio (rounded down to the nearest whole share of Parent Common Stock), (C) the per share exercise price (the "Exercise Price") for the shares of Parent Common -------------- Stock issuable upon exercise of such assumed Company Option shall be equal to the quotient obtained by dividing the exercise price per share of Company Capital Stock at which such Company Option was exercisable immediately prior to the Effective Time and after adjustment by the Exchange Ratio (rounded up to the nearest whole cent) and (D) if such Company Option was held by a Principal Employee (as such term is defined below) prior to the Effective Time (the "Principal Options"), then each such assumed Principal Option shall be ------------------ immediately exercisable at the Effective Time with respect to fifty percent (50%) of the shares subject to such assumed Principal Option and shall thereafter, so long as such Principal Employee shall remain an...
Assumption of Company Options. (a) As of the Effective Time, all Company Options, whether vested or unvested, and the Company Option Plans, insofar as they relate to Company Options outstanding under such plans as of the Closing, shall be assumed by the Acquiror. Immediately after the Effective Time, each Company Option outstanding immediately prior to the Effective Time shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Option at the Effective Time, such number of shares of Acquiror Common Stock as is equal to the number of shares of Company Common Stock subject to the unexercised portion of such Company Option multiplied by the Conversion Ratio (with any fraction resulting from such multiplication to be rounded down to the nearest whole number). The exercise price per share of each such assumed Company Option shall be equal to the exercise price of such Company Option immediately prior to the Effective Time, divided by the Conversion Ratio (rounded up to the nearest whole cent). Except for the acceleration of unvested Company Options immediately prior to the Effective Time in accordance with the provisions of Section 6.16 and except as otherwise provided in Section 4.16(h) of the Company Disclosure Schedule, the term, exercisability, vesting schedule, status as an “incentive stock option” under Section 422 of the Code, if applicable, and all of the other terms of the Company Options assumed by Acquiror pursuant to this Section 2.7(a) shall otherwise remain unchanged. (b) As soon as practicable after the Effective Time, the Acquiror or the Surviving Corporation shall deliver to the holders of Company Options assumed by Acquiror pursuant to Section 2.7(a) appropriate notices setting forth such holders’ rights pursuant to such Company Options, as amended by this Section 2.7, and the agreements evidencing such Company Options shall continue in effect on the same terms and conditions (subject to the amendments provided for in this Section 2.7 and such notice). (c) The Acquiror shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Acquiror Common Stock for delivery upon exercise of the Company Options assumed in accordance with Section 2.7(a). Within five (5) Business Days after the Effective Time, the Acquiror shall file a Registration Statement on Form S-8 (or any successor form) under the Securities Act with respect to all shares of Acquiror Common Stock subject to such Co...