Common use of Assumption of Company Options Clause in Contracts

Assumption of Company Options. At the Effective Time, each outstanding Company Option issued pursuant to Company's 2000 Stock 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 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 Exchange Ratio, rounded up to the nearest whole cent.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Tibco Software Inc)

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Assumption of Company Options. At the Effective Time, each outstanding Company Option issued pursuant to Company's 2000 Stock Plan (the "Option Plan") or otherwise, whether vested or unvested, will shall be assumed by Parent in connection with the Mergera Parent Option. Each Company Option so assumed by Parent under pursuant to this Agreement Section 1.6(c) shall continue to have, and be subject to, the same terms and conditions (including vesting terms) set forth in the Option Company's 2000 Plan and/or as provided (the "Plan") (which Plan is to be adopted in cooperation with Parent prior to the respective Effective Time), 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 become an option to acquire 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 subject to 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 Stock, and (iiB) the per share exercise price for the shares of Parent Common Stock issuable upon subject to exercise of such assumed Company Option will shall be equal to the quotient determined obtained by dividing the exercise price per share of Company Capital Common Stock at which subject to such assumed Company Option was exercisable as in effect immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Va Linux Systems Inc)

Assumption of Company Options. At the Effective Time, each outstanding Company Option issued pursuant to Company's 2000 Stock 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.

Appears in 1 contract

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

Assumption of Company Options. At As soon as practicable following ----------------------------- the Closing but effective as of the Effective Time, each outstanding Company Option issued pursuant to Company's 2000 Stock Plan (the "Option Plan") or otherwise, whether vested or unvested, will shall be assumed by Parent in connection with the MergerParent. Each Company Option so assumed by Parent under pursuant to this Agreement Section 1.6(d) shall continue to have, and be subject to, the same terms and -------------- conditions (including vesting terms) set forth in the Option Company's 2001 Stock Plan and/or as provided in (the respective "Plan"), 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 (i) each 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 will shall be equal to the quotient determined by dividing the exercise price per share of Company Capital 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 centTime.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Lantronix Inc)

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Assumption of Company Options. At the Effective Time, each outstanding Company Option issued pursuant to Company's ’s 2000 Stock 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 Common 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 divided by the Common Exchange Ratio, rounded up to the nearest whole cent.

Appears in 1 contract

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

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