Common use of Assumption of Company Options Clause in Contracts

Assumption of Company Options. Each Company Option outstanding immediately prior to the Closing, regardless of the exercise prices thereof and whether vested or unvested, will be assumed by Parent. Each such Company Option so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions (including as to vesting) set forth in the agreement and Company Option Plan governing such Company Option immediately prior to the effective time of the Closing (the “Effective Time”), except as set forth in Section 2.4(b) hereof, except that (i) for each holder of Company Options, the aggregate number of Company Options held by such holder 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 Depositary Receipts that were issuable upon exercise of such Company Options immediately prior to the Effective Time multiplied by the Conversion Ratio, rounded up to the nearest whole share of Parent Common Stock (the “Converted Options”), and such holder shall then hold the number of Converted Options to purchase shares of Parent Common Stock, (ii) the per share exercise price for the Converted Options to purchase shares of Parent Common Stock issuable upon exercise of such Converted Option will be equal to the quotient obtained by dividing the exercise price per share of such Company Option immediately prior to the Effective Time (converted to U.S. dollars by multiplying such price by the Currency Conversion Rate) by the Conversion Ratio, rounded up to the nearest whole cent.

Appears in 1 contract

Samples: Share Purchase Agreement (McAfee, Inc.)

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Assumption of Company Options. Each At the Effective Time, each outstanding Company Option outstanding immediately prior issued pursuant to Company's 1994 Stock Plan and 1997 Stock Plan (the Closing"Option Plans") or otherwise, regardless of the exercise prices thereof and whether vested or unvested, without further action by the holder thereof, (i) will not automatically accelerate, (ii) will be assumed by Parent. Each such Company Option so assumed by Parent under this Agreement will in connection with the Merger, (iii) shall continue to have, and be subject to, the same terms and conditions (including as were applicable to vesting) set forth in the agreement and Company Option Plan governing such Company Option immediately prior to the effective time of the Closing Effective Time (the “Effective Time”including, but not limited to, any repurchase rights or vesting provisions), except as set forth in Section 2.4(b) hereof, except that (iA) for each holder of such Company Options, the aggregate number of Company Options held by such holder will Option shall be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to that the product holder of the number of Depositary Receipts that were issuable upon exercise of such Company Options Option would have received had the Company Option been fully vested and exercised immediately prior to the Effective Time multiplied by the Conversion Ratio, rounded up to the nearest whole share of Parent Common Stock (the “Converted Options”)Time, and such holder shall then hold the number of Converted Options to purchase shares of Parent Common Stock, (iiB) the per share exercise price for the Converted Options to purchase shares of Parent Common Stock issuable upon exercise of such Converted assumed Company Option will shall be equal to the quotient obtained 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 (converted to U.S. dollars by multiplying such price by the Currency Conversion Rate) by the Conversion Ratio, Common Stock Exchange Ratio (rounded up to the nearest whole cent). It is the intention of the parties hereto that the Company Options converted into options to acquire Parent Common Stock following the Closing pursuant to this Section 2.5 will, to the extent permitted by applicable law, qualify as incentive stock options as defined in Section 422 of the Code, to the extent any such Company Options qualified as incentive stock options immediately prior to the Effective Time. Said assumed options shall be unvested (if not exchanged for a Company Option that was vested prior to the Merger) and shall retain their existing vesting schedule under, and be subject to the other terms and conditions of, the Option Plans.

Appears in 1 contract

Samples: Cypress Semiconductor Corp /De/

Assumption of Company Options. Each At the Effective Time, each outstanding Company Option outstanding immediately prior issued pursuant to Company's 1998 Stock Option Plan (the Closing"Option Plan") or otherwise, regardless of the exercise prices thereof and whether vested or unvested, will be assumed by ParentParent in connection with the Merger. Each such Company Option so assumed by Parent under this the Reorganization Agreement will shall continue to have, and be subject to, the same terms and conditions (including as to vesting) set forth in the agreement and Company Option Plan governing such Company Option and/or as provided in the respective option agreements applicable thereto immediately prior to the effective time of the Closing Effective Time (the “Effective Time”including, without limitation, any vesting schedule or repurchase rights), except as set forth in Section 2.4(b) hereof, except that (i) for each holder of Company Options, the aggregate number of Company Options held by such holder Option will be exercisable (or will become exercisable in accordance with its terms) for that number an amount of whole shares of Parent Common Stock the Aggregate Share Number equal to the product of the number of Depositary Receipts shares of Company Common Stock that were issuable upon exercise of such if the Company Options Option been exercised immediately prior to the Effective Time multiplied by the Conversion Company Common Stock Exchange Ratio, rounded up down to the nearest whole share number of shares of Parent Common Stock (the “Converted Options”), and such holder shall then hold the number of Converted Options to purchase shares of Parent Common Stock, (ii) the per share exercise price for such amount of the Converted Options to purchase shares of Parent Common Stock Aggregate Share Number issuable upon exercise of such Converted said assumed Company Option will be equal to the quotient obtained 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 (converted to U.S. dollars by multiplying such price by the Currency Conversion Rate) by the Conversion Company Common Stock Exchange Ratio, rounded up to the nearest whole cent. It is the intention of the parties hereto that the Company Options assumed by Parent following the Closing pursuant to this Section 2.5 will, to the extent permitted by applicable law, qualify as incentive stock options as defined in Section 422 of the Internal Revenue Code, to the extent any such Company Options qualified as incentive stock options immediately prior to the Effective Time.

Appears in 1 contract

Samples: Cypress Semiconductor Corp /De/

Assumption of Company Options. Each (i) Except as otherwise provided in this Section 1.6(c), effective as of the Effective Time, each then outstanding Company Option outstanding immediately prior to the Closing, regardless of the exercise prices thereof and whether vested or unvested, will shall be assumed by ParentParent as a Parent Option. Each such Except as otherwise set forth in this Agreement, each Company Option so assumed by Parent under pursuant to this Agreement will Section 1.6(c) shall continue to have, and be subject to, the same terms and conditions (including as to vestingvesting terms) set forth in the agreement Plan and Company Option Plan governing such Company Option the option agreements relating thereto, as in effect immediately prior to the effective time of the Closing (the “Effective Time”), except as set forth in Section 2.4(b) hereof, except that (ia) for each holder of such assumed Company Options, the aggregate number of Company Options held by such holder Option 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 Depositary Receipts shares of Company Common Stock that were issuable upon exercise of such Company Options Option immediately prior to the Effective Time multiplied by the Conversion Option Exchange Ratio, rounded up down to the nearest whole share number of shares of Parent Common Stock and (the “Converted Options”), and such holder shall then hold the number of Converted Options to purchase shares of Parent Common Stock, (iib) the per share exercise price for the Converted Options to purchase shares of Parent Common Stock issuable upon exercise of such Converted assumed Company Option will 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 (converted to U.S. dollars by multiplying such price Closing Date by the Currency Conversion Rate) by the Conversion Option Exchange Ratio, the resulting number rounded up to the nearest whole cent; provided, however, that in the case of any Company Option to which Section 421 of the Code is intended to apply by reason of its qualification under Section 422 of the Code, the exercise price of the Parent Option, the number of shares purchasable pursuant to such Parent Option and the terms and conditions of exercise of such Parent Option shall be determined in order to comply with Section 424 of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Harmonic Inc)

Assumption of Company Options. Each At the Effective Time, each Company Option outstanding immediately prior to under the ClosingCompany's Stock Incentive Plan (the "OPTION PLAN"), regardless of the exercise prices thereof and whether vested or unvested, will will, in connection with the Merger, be assumed by Parent. Each such Company Option so assumed by Parent under this Agreement will shall continue to have, and be subject to, the same terms and conditions (conditions, including as to vesting) , set forth in the agreement and Company Option Plan governing such Company Option and as provided in the respective option agreements immediately prior to the effective time of the Closing (the “Effective Time”), except as set forth in Section 2.4(b) hereof, except that (iA) for each holder of such assumed Company Options, the aggregate number of Company Options held by such holder Option 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 obtained by multiplying the number of Depositary Receipts shares of Company Capital Stock that were issuable upon exercise in full of such assumed Company Options Option immediately prior to the Effective Time multiplied by the Conversion Exchange Ratio, rounded up down to the nearest whole share number of shares of Parent Common Stock and (the “Converted Options”), and such holder shall then hold the number of Converted Options to purchase shares of Parent Common Stock, (iiB) the per share exercise price for the Converted Options to purchase shares of Parent Common Stock issuable upon exercise of such Converted assumed Company Option will 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 (converted to U.S. dollars by multiplying such price by the Currency Conversion Rate) by the Conversion Exchange Ratio, rounded up to the nearest whole cent; PROVIDED, HOWEVER, that each Company Option assumed by Parent pursuant to this Agreement shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse split, stock dividend or other similar transaction subsequent to the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Probusiness Services Inc)

Assumption of Company Options. Each outstanding Company ----------------------------- Option outstanding immediately prior issued pursuant to Company's 1998 Stock Plan (the Closing"Option Plan") or otherwise, regardless of the exercise prices thereof and whether vested or unvested, will be assumed by ParentParent in connection with the Merger. Each such Company Option so assumed by Parent under this Agreement will shall continue to have, and be subject to, the same terms and conditions (including as to vesting) set forth in the agreement and Company Option Plan governing such Company Option and/or as provided in the respective option agreements immediately prior to the effective time of the Closing Effective Time (the “Effective Time”including, without limitation, any vesting schedule or repurchase rights), except as set forth in Section 2.4(b) hereof, except that (i) for each holder of Company Options, the aggregate number of Company Options held by such holder Option will be exercisable for (or will become exercisable in accordance with its termsA) for that number of whole shares of Parent Common Stock equal to the product of the number of Depositary Receipts shares of Company Common Stock that were issuable upon exercise of such Company Options Option immediately prior to the Effective Time multiplied by the Conversion Exchange Ratio, rounded up down to the nearest whole share number of shares of Parent Common Stock and (B) cash equal to the “Converted Options”), and such holder shall then hold Per Share Cash Amount multiplied by the number of Converted Options to purchase shares of Parent Company Common StockStock that were issuable upon exercise of such Company Option, and (ii) the per share exercise price for the Converted Options to purchase shares of Parent Common Stock issuable upon exercise of such Converted assumed Company Option will be equal to the quotient obtained 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 (converted to U.S. dollars by multiplying such price by the Currency Conversion Rate) by the Conversion Exchange Ratio, rounded up to the nearest whole cent. The rights of first refusal with respect to Company Options issued under the Option Plan, set forth in the form of option agreement, are hereby waived by the Company and Parent as of the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Goto Com Inc)

Assumption of Company Options. Each At the Effective Time, each Company Option outstanding immediately prior to under the ClosingCompany's 1994 Stock Option Plan (the "Option Plan") or otherwise, regardless of the exercise prices thereof and whether vested or unvested, will will, in connection with the Merger, be assumed by Parent. Each such Company Option so assumed by Parent under this Agreement will shall continue to have, and be subject to, the same terms and conditions (conditions, including as to vesting) , set forth in the agreement and Company Option Plan governing such Company Option and as provided in the respective option agreements immediately prior to the effective time of the Closing (the “Effective Time”), except as set forth in Section 2.4(b) hereof, except that (iA) for each holder of such assumed Company Options, the aggregate number of Company Options held by such holder Option 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 obtained by multiplying the number of Depositary Receipts shares of Company Capital Stock that were issuable upon exercise in full of such assumed Company Options Option immediately prior to the Effective Time multiplied by the Conversion applicable Exchange Ratio, rounded up down to the nearest whole share number of shares of Parent Common Stock and (the “Converted Options”), and such holder shall then hold the number of Converted Options to purchase shares of Parent Common Stock, (iiB) the per share exercise price for the Converted Options to purchase shares of Parent Common Stock issuable upon exercise of such Converted assumed Company Option will 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 (converted to U.S. dollars by multiplying such price by the Currency Conversion Rate) by the Conversion applicable Exchange Ratio, rounded up to the nearest whole cent.. (ii)

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Infoseek Corp /De/)

Assumption of Company Options. Each At the Effective Time, each outstanding Company Option outstanding immediately prior under the Stock Plans listed on Schedule 2.2(a) shall be converted into an option to acquire the Closing, regardless number of the exercise prices thereof and whether vested or unvested, will be assumed by Parent. Each such Company Option so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions (including as to vesting) set forth in the agreement and Company Option Plan governing such Company Option immediately prior to the effective time shares of the Closing Buyer Stock (the “Effective TimeNew Option), except as set forth in Section 2.4(b) hereof, except that (i) for each holder of Company Options, the aggregate number of Company Options held by such holder 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 (rounded down to the nearest whole number) (x) the number of Depositary Receipts that were issuable upon exercise shares of such Common Stock subject to the Company Options Option immediately prior to the Effective Time multiplied by (y) the Conversion RatioOption Exchange Consideration, at an exercise price per share (rounded up to the nearest whole share of Parent Common Stock (the “Converted Options”), and such holder shall then hold the number of Converted Options to purchase shares of Parent Common Stock, (iicent) the per share exercise price for the Converted Options to purchase shares of Parent Common Stock issuable upon exercise of such Converted Option will be equal to the quotient obtained by dividing (A) the exercise price per share of Common Stock of such Company Option immediately prior to the Effective Time divided by (converted B) the Option Exchange Consideration; provided, however, that the exercise price applicable and the number of shares of Common Stock purchasable pursuant to U.S. dollars by multiplying such price each New Option shall be determined in a manner consistent with the requirements of Sections 409A and 424(a) of the Code. Following the Effective Time, each New Option shall continue to be governed by the Currency Conversion Ratesame terms and conditions (including vesting schedule, reacquisition rights and repurchase rights) as were applicable to the applicable Company Option immediately prior to the Effective Time, including but not limited to terms contained in any Notice of Grant, Stock Option Agreement, Stock Issuance Agreement or Stock Purchase Agreement, as appropriate, applicable to such Unvested Company Option. For the avoidance of doubt, the foregoing conversion of Company Options shall be deemed to be an assumption of such option by Buyer and an assignment of the Company’s repurchase rights with respect thereto, if applicable, as contemplated by the Conversion Ratio, rounded up to the nearest whole centCompany’s Stock Plans.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Intercontinentalexchange Inc)

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Assumption of Company Options. Each At the Effective Time, each ----------------------------- Company Option outstanding immediately prior to under the Closing, regardless of Company's 1997 Stock Option Plan (the exercise prices thereof and "Option Plan") ----------- or otherwise (whether or not vested or unvestedexercisable), will will, in connection with the Merger, be assumed by Parent. Each such Company Option so assumed by Parent under this Agreement will shall continue to have, and be subject to, the same terms and conditions (including conditions, excluding exercisability, as to vesting) set forth in the agreement and Company Option Plan governing such Company Option and as provided in the respective option agreements in effect immediately prior to the effective time of the Closing (the “Effective Time”), except as set forth in Section 2.4(b) hereof, ; except that (iA) 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 Company Optionsfifty 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 aggregate number of Company Options held by such holder will option shall 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 obtained by multiplying the number of Depositary Receipts shares of Company Capital Stock that were issuable upon exercise in full of such assumed Company Options Option immediately prior to the Effective Time multiplied and after adjustment by the Conversion Ratio, Exchange Ratio (rounded up down to the nearest whole share of Parent Common Stock (the “Converted Options”Stock), and such holder shall then hold the number of Converted Options to purchase shares of Parent Common Stock, (iiC) the per share exercise price (the "Exercise Price") for the Converted Options to purchase shares of Parent Common -------------- Stock issuable upon exercise of such Converted assumed Company Option will 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 (converted to U.S. dollars by multiplying such price and after adjustment by the Currency Conversion Rate) by the Conversion Ratio, 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 employee or consultant of Parent or its affiliate (except as otherwise provided in Parent's option plan), become exercisable as to one-third (1/3) of the remaining shares subject to such option on the date 12 months subsequent to the Effective Time and to an additional one-thirty-sixth (1/36) of the remaining shares on each monthly anniversary of the Effective Time thereafter. The Principal Options shall be subject to such additional terms as are set forth in the employment agreements to be entered into among Parent, Sub and the individuals set forth on Exhibit E hereto (the "Principal Employees"). --------- -------------------

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Usweb Corp)

Assumption of Company Options. Each (i) At the Effective Time, by virtue of the Merger and without any action on the part of any holder of Company Options, the Plan and each Company Option (whether vested or unvested) that is outstanding immediately prior to the Closing, regardless of the exercise prices thereof and whether vested or unvested, will Effective Time shall be assumed by Parent. Each such Parent and each Company Option so assumed by shall become an option to acquire shares of Parent under this Agreement will continue to haveCommon Stock, and be subject to, on the same terms and conditions (including as to vesting) set forth in were applicable under the agreement and Company Option Plan governing such Company Option immediately prior to the effective time of the Closing (the “Effective Time”), except as set forth in Section 2.4(b) hereof, except that (i) for each holder of that such assumed Company Options, the aggregate number of Company Options held by such holder will Option shall 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 (rounded down to the nearest whole number of shares of Parent Common Stock) obtained by multiplying the number of Depositary Receipts that were shares of Company Common Stock issuable upon the exercise of such Company Options Option immediately prior to the Effective Time multiplied by the Conversion Ratio, rounded up to the nearest whole share of Parent Common Stock (the “Converted Options”), and such holder shall then hold the number of Converted Options to purchase shares of Parent Common Stock, (ii) that the per share exercise price for the Converted Options to purchase shares of Parent Common Stock issuable upon exercise of such Converted Option will Company Options shall be equal to the quotient (rounded up to the nearest whole cent) obtained by dividing the exercise price per share of such the Company Common Stock for which the Company Option was exercisable immediately prior to the Effective Time (converted to U.S. dollars by multiplying such price by the Currency Conversion Rate) by the Conversion Ratio, rounded up and (iii) that the vesting provisions applicable to such Company Option shall be as provided in the nearest whole centapplicable Option Amendment Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (NMS Communications Corp)

Assumption of Company Options. Each At the Effective Time, each outstanding Company Option outstanding immediately prior issued pursuant to Company's 1994 Stock Plan and 1997 Stock Plan (the Closing"Option Plans") or otherwise, regardless of the exercise prices thereof and whether vested or unvested, without further action by the holder thereof, (i) will not automatically accelerate, (ii) will be assumed by Parent. Each such Company Option so assumed by Parent under this Agreement will in connection with the Merger, (iii) shall continue to have, and be subject to, the same terms and conditions (including as were applicable to vesting) set forth in the agreement and Company Option Plan governing such Company Option immediately prior to the effective time of the Closing Effective Time (the “Effective Time”including, but not limited to, any repurchase rights or vesting provisions), except as set forth in Section 2.4(b) hereof, except that (iA) for each holder of such Company Options, the aggregate number of Company Options held by such holder will Option shall be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to that the product holder of the number of Depositary Receipts that were issuable upon exercise of such Company Options Option would have received had the Company Option been fully vested and exercised immediately prior to the Effective Time multiplied by the Conversion Ratio, rounded up to the nearest whole share of Parent Common Stock (the “Converted Options”)Time, and such holder shall then hold the number of Converted Options to purchase shares of Parent Common Stock, (iiB) the per share exercise price for the Converted Options to purchase shares of Parent Common Stock issuable upon exercise of such Converted assumed Company Option will shall be equal to the quotient obtained 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 (converted to U.S. dollars by multiplying such price by the Currency Conversion Rate) by the Conversion Ratio, Common Stock Exchange Ratio (rounded up to the nearest whole cent). It is the intention of the parties hereto that the Company Options converted into options to acquire Parent Common Stock following the Closing pursuant to this Section 1.6 will, to the extent permitted by applicable law, qualify as incentive stock options as defined in Section 422 of the Code, to the extent any such Company Options qualified as incentive stock options immediately prior to the Effective Time. Said assumed options shall be unvested (if not exchanged for a Company Option that was vested prior to the Merger) and shall retain their existing vesting schedule under, and be subject to the other terms and conditions of, the Option Plans.

Appears in 1 contract

Samples: Voting Agreement (Cypress Semiconductor Corp /De/)

Assumption of Company Options. Each At the Effective Time, each outstanding Company Option outstanding issued pursuant to a resolution of the Company's Board of Directors, at its December 15, 1998 meeting, a true and correct copy of which has been delivered to Parent (the "Option Plan") will, without further action by the holder thereof, be assumed by, exchanged for and converted into a right to receive that number of Option Units (as defined below) equal to that number of shares of Company Common Stock that would have been issuable, if the Company Option had been exercisable and exercised immediately prior to the Closing, regardless Effective Time upon receipt by Parent of an exercise price for each such Option Unit equal to the exercise prices thereof and whether vested or unvested, will be assumed by Parent. Each price per share of Company Capital Stock at which such Company Option so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions (including as to vesting) set forth in the agreement and Company Option Plan governing such Company Option was exercisable immediately prior to the effective time Effective Time. Said exercise price for each Option Unit, at the election of the Closing (the “Effective Time”), except as set forth in Section 2.4(b) hereof, except that (i) for each holder of the option, shall either be paid (aa) in cash by the holder of the Company Options, Option to Cypress and/or (bb) by assignment by the aggregate number Company Option holder to Parent of Company Options held by such holder 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 Depositary Receipts that were issuable upon unpaid exercise of such Company Options immediately prior to the Effective Time multiplied price divided by the Conversion RatioParent Common Stock Price, rounded up to the nearest whole share of Parent Common Stock Stock. Said options shall be unvested (if not exchanged for a Company Option that was vested prior to the “Converted Options”Merger), and such holder . For the purpose of the forgoing each "Option Unit" shall then hold be equal to an amount of shares from the number Aggregate Share Number equal to the Merger Exchange Ratio. It is the intention of Converted the parties hereto that the Company Options converted into options to purchase shares of Parent Common Stock, (ii) the per share exercise price for the Converted Options to purchase shares of acquire Parent Common Stock issuable upon exercise of such Converted Option will be equal following the Closing pursuant to this Section 1.6 will, to the quotient obtained extent permitted by dividing applicable law, qualify as incentive stock options as defined in Section 422 of the exercise price per share of Code, to the extent any such Company Option Options qualified as incentive stock options immediately prior to the Effective Time (converted to U.S. dollars by multiplying such price by the Currency Conversion Rate) by the Conversion Ratio, rounded up to the nearest whole centTime.

Appears in 1 contract

Samples: Non Competition Agreement (Cypress Semiconductor Corp /De/)

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