Common use of Assumption of Company Options Clause in Contracts

Assumption of Company Options. At 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 Options. (i) At the Effective TimeTime of the Merger, each issued and outstanding unexpired option to purchase or otherwise acquire shares of Company Common Stock whether vested or unvested (whether or not vested) (a "COMPANY OPTIONSOPTION") issued pursuant granted under the stock option plans and agreements of the Company outstanding immediately prior to the Company's 2000 Stock Plan or Effective Time of the Director Stock Option Plan (the "OPTION PLANS") or otherwiseMerger shall, will together with those stock option plans and agreements, be assumed by Parent (an "ASSUMED COMPANY OPTION"). SCHEDULE 2.1(D) hereto sets forth a true and complete list as of the date hereof of all holders of Company Options, including the number of shares of Company Common Stock subject to such options, a breakdown as between vested and unvested options, the exercise price per share and the term of such options. On the Closing Date, the Company shall deliver to Parent an updated SCHEDULE 2.1(D) hereto current as of the Closing Date. The terms of such stock option plan and agreements and the outstanding Company Options outstanding thereunder permit the assumption of those options by the Parent as provided in connection with this SECTION 2.1(D), without the Mergerconsent or approval of the holders of those options, the Company's shareholders or otherwise. Each Company Option so assumed by Parent under this Agreement (the "ASSUMED OPTIONS") shall will continue to have, and be subject to, the same terms and conditions set forth in the documents governing such Company 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)of the Merger, except that that: (iA) each such Assumed Company Option will be exercisable for that number of whole shares of Common Stock of the Parent Shares ("PARENT COMMON STOCK"), rounded down to the nearest share, equal to the product of (x) the number of whole shares of Company Common Stock that were issuable upon exercise of purchasable under such Assumed Company Option immediately prior to the Effective Time multiplied by of the Exchange Ratio, rounded down to the nearest whole number of Parent Shares, Merger and (iiy) the per share exercise price for quotient obtained by dividing (I) the Total Merger Consideration Per Share by (II) the Parent Shares issuable upon exercise of Fair Market Value (such assumed Company Option will be equal to quotient being referred as 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"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).where "

Assumption of Company Options. At the Effective Time, each issued and outstanding option to purchase or otherwise acquire Company Common Stock (whether or not vested) ("COMPANY OPTIONS") Option issued pursuant to the Company's 2000 Stock Plan or the Director 1998 Stock Option Plan (the "OPTION PLANSOption 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 (the "ASSUMED OPTIONS") shall continue to have, and be subject to, the same terms and conditions set forth in the Option Plans Plan and/or as provided in the respective option agreements applicable thereto 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 an amount of Parent Shares the Aggregate Share Number equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such if the Company Option been exercised immediately prior to the Effective Time multiplied by the Company Common Stock Exchange Ratio, rounded down to the nearest whole number of shares of Parent Shares, Common Stock and (ii) the per share exercise price for such amount of the Parent Shares Aggregate Share Number issuable upon exercise of such said assumed Company Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Capital Stock at which such Company Option was exercisable immediately prior to the Effective Time by the Company Common Stock Exchange Ratio, rounded up to the nearest whole cent. Parent shall comply with It is the terms intention of all such the parties hereto that the Company Options and use commercially reasonable efforts assumed by Parent following the Closing pursuant to ensurethis Section 1.6 will, to the extent required permitted by and subject to the provisions ofapplicable law, the Option Plans, and to the extent permitted under the Code, that any Company Options that qualified for tax treatment qualify as incentive stock options under as defined in Section 422 of the Code Code, to the extent any such Company Options qualified as incentive stock options immediately 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 Options. At 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, that is outstanding and be subject to, the same terms and conditions set forth in the Option Plans and/or as provided in the respective option agreements unexercised immediately prior to the Effective Time (includingeach, an “Assumed Option”) shall automatically, without limitationany action on the part of the holder thereof, any vesting schedule or repurchase rights), except that (i) each Company Option will be exercisable for assumed by Parent and converted into an option to purchase that number of shares of Parent Shares Common Stock equal to the product of (1) the number of shares of Company Common Stock that were issuable upon exercise of subject to such Company Option immediately prior to the Effective Time multiplied by (2) the Exchange RatioPer Share Merger Consideration, which product will be rounded down to the nearest whole number of Parent Sharesshares. Each Assumed Option shall otherwise be subject to the same terms and conditions (including as to vesting and exercisability) as were applicable under the respective Company Option immediately prior to the Effective Time, and except that each Assumed Option shall have an exercise price per share equal to the quotient (iirounded up to the nearest whole cent) obtained by dividing (x) 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 subject to such Company Option was exercisable as of immediately prior to the Effective Time by (y) the Exchange RatioPer Share Merger Consideration; provided, 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 Codehowever, that any Company Options that qualified for tax treatment as incentive stock options under Section 422 of the Code prior to exercise price and 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 purchasable pursuant to the Assumed Options shall be determined in a manner consistent with the requirements of Section 409A of the Code; and provided further, that in the case of any Assumed Option to which Section 422 of the Code applies, the exercise price and the number of assumed shares of Parent Common Stock purchasable pursuant to such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code, such that the Assumed Options do not, to the maximum extent reasonably practicable, cease to qualify as “incentive stock options” solely by reason of the conversion pursuant to this section to the maximum extent permitted by Section 422 of the Code. As of the Effective Time, all Company Options on the terms will no longer be outstanding and each holder of Assumed Options will cease to have any rights with respect to such Company Options, except as set forth in this Section 1.5(e)2.9. The Company will take all necessary actions to effect the treatment of Company Options as set forth in this Agreement and in connection with the Equity Incentive Plan and the applicable award agreements.

Assumption of Company Options. At As soon as practicable following the Closing but effective as of 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 shall be assumed by Parent in connection with the MergerParent. Each Company Option so assumed by Parent under pursuant to this Agreement (the "ASSUMED OPTIONS"Section 1.6(c) shall continue to have, and be subject to, the same terms and conditions (including vesting terms) set forth in the Company's Amended and Restated 1997 Stock Option Plans and/or Plan or Amended 1994 Stock Option Plan, as provided in the respective case may be, (collectively, the "Plans"), and the option agreements relating thereto, or such other applicable agreement, as in effect immediately prior to the Effective Time (including, without limitation, any vesting schedule or repurchase rights)Time, except that (iA) each such assumed Company Option will be exercisable for that number of whole shares of Parent Shares 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 SharesCommon Stock, and (iiB) the per share exercise price for the shares of Parent Shares Common Stock issuable upon exercise of such assumed Company Option will shall be equal to the quotient determined 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. Parent shall comply with It is the terms intention of all such the parties that the Company Options and use commercially reasonable efforts to ensure, to the extent required assumed 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 Parent will remain incentive stock options under as defined in Section 422 of the Code to the extent such options qualified as incentive stock options prior to the Effective Time continue to so qualify Time. Promptly after the Effective Time, Parent shall deliver to the holder of assumed Company Options appropriate notices indicating Parent's assumption of the Company Options. In addition, at or before the Effective Time, Parent shall take all corporate actions necessary action to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Company Stock Options assumed Company Options on the terms set forth in accordance with this Section 1.5(e)1.6.