Assumption of Company Stock Options Sample Clauses

Assumption of Company Stock Options. (a) At the Effective Time, each award, option, or other right to purchase or acquire the Company Common Stock pursuant to any Company Stock Options granted and under any Company Plans or arrangement of the Company which are outstanding at the Effective Time, whether or not vested or exercisable, without any action on the part of the holder thereof, shall be converted into and become rights with respect to Gold Banc Common Stock, and Gold Banc shall assume each Company Stock Option, in accordance with the terms of the Company Stock Plan under which it was granted and the stock option agreement or award by which it is evidenced, except that from and after the Effective Time (i) Gold Banc and its compensation committee shall be substituted for the Company and the committee of Company's Board of Directors (including, if applicable, the entire Board of Directors of the Company) administering such Company Plan, (ii) each Company Stock option assumed by Gold Banc may be exercised solely for Gold Banc Common Stock (or cash in the case of stock appreciation rights), (iii) the number of Gold Banc Common Stock subject to such Company Stock Options shall be equal to the number of Gold Banc Common Stock subject to such Company Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iv) the per share exercise price (or similar threshold price, in the case of stock awards) under each such Company Stock Option shall be adjusted by dividing the per share exercise (or threshold) price under each such Company Stock Option by the Exchange Ratio and rounding up to the nearest cent. Notwithstanding the provisions of clause (iii) of the proceeding sentence, Gold Banc shall not be obligated to issue any fraction of a share of Gold Banc Common Stock upon exercise of such Company Stock Option and any fraction of a share of Gold Banc Common Stock that otherwise would be subject to a converted such Company Stock Option shall represent the right to receive a cash payment equal to the product of such fraction and the difference between the market price of one share of Gold Banc Common Stock and the per share exercise price of such right. In addition, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 6.5(a), each such Company Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Internal Revenue Code, and the regulations promulgated thereunder, so as not to co...
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Assumption of Company Stock Options. At the Closing, each outstanding option to purchase shares of Company Common Stock (each, a “Company Stock Option”), whether or not vested, shall be assumed by Parent. Each Company Stock Option so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such Company Stock Option immediately prior to the Closing (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions, other than the transactions contemplated by this Agreement), except that (i) each Company Stock Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of common stock, no par value per share, of Parent (“Parent Common Stock”) in the same ratio as Company Common Stock shall be coverted into Parent Common Stock upon Closing (“Option Exchange Ratio”), rounded up 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 Stock Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Company Stock Option was exercisable immediately prior to the Closing by the Option Exchange Ratio, rounded down to the nearest whole cent.
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Assumption of Company Stock Options. At the Closing, each then outstanding option exercisable for shares of Company Common Stock (“Company Stock Option”), whether vested or unvested, will be assumed by Parent and automatically be converted into an option to purchase shares of Parent Class A Common Stock (“Substitute Options”) as set forth below. Each Substitute Option will be subject to the terms and conditions of the Parent Plan and will continue to have, and be subject to, the same terms and conditions set forth in the applicable documents evidencing the terms of the Company Stock Option (including any applicable incentive plan and stock option agreement or other document evidencing such Company Stock Option) immediately prior to the Closing, including any repurchase rights or vesting provisions, except that (i) each Substitute Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Class A Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Stock Option immediately prior to the Closing multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Class A Common Stock and (ii) the per share exercise price for the shares of Parent Class A Common Stock issuable upon exercise of such Substitute Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Company Stock Option was exercisable immediately prior to the Closing by the Exchange Ratio, rounded up to the nearest whole cent. The Company shall take no action, other than those actions contemplated by this Agreement, that will cause or result in the accelerated vesting of the assumed Company Stock Options. Each Substitute Option shall be vested immediately following the Closing as to the same percentage of the total number of shares subject thereto as the Company Stock Option was vested as to immediately prior to the Closing. As soon as reasonably practicable following the Closing Date, Parent will use commercially reasonable efforts to issue to each Person who holds a Substitute Option a document evidencing the foregoing assumption of such Company Stock Option by Parent.
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Assumption of Company Stock Options. Each outstanding Company Stock Option shall be assumed by Gold Banc on the same terms and conditions, except that the options shall be modified (i) to provide for the issuance of shares of Gold Common Stock, (ii) to adjust each option price by dividing such option price by the Exchange Ratio and 423985 v7 40
Sample 1
Assumption of Company Stock Options. (a) At the Effective Time, each outstanding and unexercised Company Stock Option shall be converted into options to acquire shares of Prosperity Common Stock and shall be assumed by Prosperity as provided in Section 2.3 hereof. (b) Prosperity shall take all corporate action necessary to reserve for issuance at all times after the Effective Time a sufficient number of shares of Prosperity Common Stock for delivery upon exercise of Company Stock Options assumed by Prosperity in accordance with Section 2.2. Immediately following the Effective Time, Prosperity shall file a registration statement on Form S-8 (or any successor or other appropriate form) with respect to the shares of Prosperity Common Stock subject to such options and shall use its best efforts to maintain the effectiveness of the registration statement (and maintain the current status of the prospectus contained therein) for so long as such options remain outstanding. With respect to those individuals who subsequent to the Merger will be subject to the reporting requirements under Section 16(a) of the Exchange Act, where applicable, Prosperity shall administer the Company Stock Option Plan in a manner that complies with Rule 16b-3 promulgated under the Exchange Act.
Sample 1
Assumption of Company Stock Options. (i) At the Effective Time, under this Agreement, each Company Option will be assumed by Parent, and will continue to have, and be subject to, the same terms and conditions governing such Company Option immediately prior to the Effective Time (including, without limitation, any vesting schedule or repurchase rights), except that (i) each Company 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 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 to the nearest whole number of shares of Parent Common Stock, (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 Common 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, and (iii) twenty-five percent (25%) of the Parent Common Stock issuable upon exercise of each assumed Company Option shall vest on the six (6) month anniversary of the commencement of optionee's employment with Company. After the Effective Time, Parent will issue to each holder of an outstanding Company Option a notice describing the foregoing assumption of such Company Options by Parent. (ii) Prior to the Effective Time, the Company shall take all action necessary to effect the transactions anticipated by this Section 1.6(c) under all Company Option agreements and any other plan or arrangement of the Company.
Sample 1
Assumption of Company Stock Options. (a) The Company shall take all actions necessary so that at the Effective Time of the Merger, all Company Stock Options that are then outstanding and unexercised shall cease to represent a right to acquire shares of Company Common Stock or Canadian Co. Exchangeable Shares and shall be converted automatically into options to purchase shares of Parent Common Stock, and Parent shall assume each such Company Stock Option subject to the terms of the Company Employee Stock Plans or Canadian Co. Employee Stock Plans under which each such Company Stock Option was issued; provided, however, that, from and after the Effective Time of the Merger, (A) the number of shares of Parent Common Stock purchasable upon exercise of such Company Stock Option shall be equal to the number of shares of Company Common Stock or Canadian Co. Exchangeable Shares that were purchasable under such Company Stock Option immediately prior to the Effective Time of the Merger multiplied by the Conversion Number, rounding to the nearest whole share, and (B) the per share exercise price under each such Company Stock Option shall be adjusted by dividing the per share exercise price of each such Company Stock Option by the Conversion Number, rounded to the nearest cent. Notwithstanding the foregoing, the number of shares and the per share exercise price of each Company Stock Option that is intended to be an "incentive stock option" (as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")) shall be adjusted in accordance with the requirements of Section 424 of the Code. Similarly, the number of shares and the per share exercise price of each Canadian Co. Stock Option or in respect of any other stock based award granted under Canadian Co. Employee Stock Plans shall be adjusted in accordance with subsection 7(1.4) of the Income Tax Act (Canada). Accordingly, with respect to any incentive stock options, Canadian Co. Stock Options or stock based awards granted under the Canadian Co. Employee Stock Plans, fractional shares shall be rounded down to the nearest whole number of shares and where necessary the per share exercise price shall be rounded up to the nearest cent. (b) At or prior to the Effective Time of the Merger, Parent shall reserve for issuance the number of shares of Parent Common Stock necessary to satisfy Parent's obligations under this Section 2.4. Not later than 60 days after the Closing Date, Parent shall file with the United States Securities and Exchan...
Sample 1
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Assumption of Company Stock Options. At the Effective Time, (i) each outstanding Company Stock Option set forth in Section 5.03 of the Company Disclosure Letter (the "Assumed Options"), whether vested or unvested immediately prior to the Effective Time, to purchase Company Common Shares, and (ii) the Company Share Plans and all agreements relating to the Assumed Options shall be assumed by Parent. Each Assumed Option shall continue to have, and be subject to, substantially the same terms and conditions as were applicable under the Company Share Plans and the documents governing the Company Stock Options immediately before the Effective Time, except that (x) each Assumed 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 Shares that were issuable upon exercise of such option immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded 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 Option will be equal to the quotient determined by dividing the per share exercise price of the Company Stock Option by the Exchange Ratio (rounded up to the nearest whole cent). The date of grant of each Assumed Option will be the date on which the corresponding Company Stock Option was granted. Notwithstanding the foregoing, with respect to each Company Stock Option that is an incentive stock option (within the meaning of Section 422(b) of the Code), no adjustment will be made that would be a modification (within the meaning of Section 424(h) of the Code) to such option.
Sample 1
Assumption of Company Stock Options 
Sample 1

Related to Assumption of Company Stock Options

  • Company Stock Options At the Effective Time, each Company Stock --------------------- Option shall be deemed to have been assumed by Evergreen, without further action by Evergreen, and shall thereafter be deemed an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, that number of shares of Surviving Corporation Common Stock that would have been received in respect of such Company Stock Option if it had been exercised immediately prior to the Effective Time (such Company Stock Options assumed by Evergreen, the "Assumed Chancellor Stock Options"); provided, however, that, for -------- ------- each optionholder, (i) the aggregate fair market value of Surviving Corporation Common Stock subject to Assumed Chancellor Stock Options immediately after the Effective Time shall not exceed the aggregate exercise price thereof by more than the excess of the aggregate fair market value of Company Common Stock subject to Company Stock Options immediately before the Effective Time over the aggregate exercise price thereof and (ii) on a share-by-share comparison, the ratio of the exercise price of the Assumed Chancellor Stock Option to the fair market value of the Surviving Corporation Common Stock immediately after the Effective Time is no more favorable to the optionholder than the ratio of the exercise price of the Company Stock Option to the fair market value of the Company Common Stock immediately before the Effective Time; and provided, -------- further, that no fractional shares shall be issued on the exercise of such ------- Assumed Chancellor Stock Option and, in lieu thereof, the holder of such Assumed Chancellor Stock Option shall only be entitled to a cash payment in the amount of such fraction multiplied by the closing price per share of Surviving Corporation Common Stock on the Nasdaq National Market on the business day immediately prior to the date of such exercise.

  • Treatment of Stock Options At the Effective Time, with respect to each outstanding option to purchase Shares (a “Company Option”) under the Company Stock Plans, whether vested or unvested, (x) if the exercise price of such Company Option is equal to or greater than the Cash Election Consideration, such Company Option shall terminate and be cancelled as of immediately prior to the Effective Time, without any consideration being payable in respect thereof, and have no further force or effect, and (y) if the exercise price of such Company Option is less than the Cash Election Consideration, thirty percent (30%) of such Company Options held by each holder thereof (rounded to the nearest whole share), other than any Company Option that is not held by a Company Employee and any Company Option held by a non-employee Director, shall be deemed to be “Rollover Options” and the remaining Company Options (other than Company Options cancelled pursuant to clause (x) above) shall be deemed to be “Cash-Out Options”. At the Effective Time, automatically and without any required action on the part of the holder thereof: (i) each such Cash-Out Option shall terminate and be cancelled as of immediately prior to the Effective Time in exchange for the right to receive, in accordance with this Section 4.6(a), a lump sum cash payment in the amount equal to (i) the number of Shares subject to the Company Option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of the dollar value of the Cash Election Consideration (the “Cash Award Consideration”), over the applicable exercise price (the “Option Payment”). The Option Payment (if any) payable under this Section 4.6(a) to each former holder of a Company Option that was outstanding immediately prior to the Effective Time shall be paid through the Surviving Company’s payroll to such former holder as soon as practicable following the Effective Time (but in any event not later than ten (10) Business Days thereafter), net of any Taxes withheld pursuant to Section 4.2(h); and (ii) each Rollover Option shall be assumed and converted automatically into a fully-vested option (an “Adjusted Stock Option”) to purchase, on substantially the same terms and conditions (other than vesting) as were applicable under such Rollover Option immediately prior to the Effective Time, the number of shares of Series C Common Stock (rounded down to the nearest whole number of shares) equal to the product of (A) the number of Shares subject to such Rollover Option immediately prior to the Effective Time, multiplied by (B) the Option Exchange Ratio, which Adjusted Stock Option shall have an exercise price per share of Series C Common Stock equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (x) the exercise price per Share subject to such Rollover Option immediately prior to the Effective Time, by (y) the Option Exchange Ratio. The “Option Exchange Ratio” shall equal the quotient (rounded to four decimal places) obtained by dividing (i) the weighted average price of the Class A Shares on the NASDAQ on the Trading Day immediately prior to the date of the Effective Time by (ii) the Average Parent Stock Price.

  • Nonstatutory Stock Option If the Grant Notice so designates, this Option is intended to be a Nonstatutory Stock Option and shall not be treated as an Incentive Stock Option within the meaning of Section 422(b) of the Code.

  • Grant of Stock Options This non-qualified Stock Option is granted under and pursuant to the Plan and is subject to each and all of the provisions thereof.

  • Nonqualified Stock Options If the Shares are held for more than twelve (12) months after the date of purchase of the Shares pursuant to the exercise of an NQSO, any gain realized on disposition of the Shares will be treated as long term capital gain.

  • Exercise of Nonqualified Stock Option If the Option does not qualify as an ISO, there may be a regular federal and California income tax liability upon the exercise of the Option. Participant will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. If Participant is a current or former employee of the Company, the Company may be required to withhold from Participant’s compensation or collect from Participant and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income at the time of exercise.

  • Nonqualified Stock Option The Option is a nonqualified stock option and is not, and shall not be, an incentive stock option within the meaning of Section 422 of the Code.

  • Exercise of Stock Options If stock options granted in connection with a Stock Incentive Plan are exercised: (1) Crescent Equities shall, as soon as practicable after such exercise, contribute to the capital of the Partnership an amount equal to the exercise price paid to Crescent Equities by the exercising party; (2) Crescent Equities shall, as of the date on which the purchase of the REIT Shares is consummated by such exercising party, be deemed to have contributed to the Partnership as Contributed Funds pursuant to Section 4.2.A(2) hereof an amount equal to the fair market value (computed using the "closing price" (as such term is defined in the definition of "Value" in Article I hereof) as of the date on which such purchase of REIT Shares is consummated by such exercising party) of the REIT Shares delivered by Crescent Equities to such exercising party; and (3) the General Partner's Partnership Interest shall remain unchanged, and the Partnership Interests of Crescent Equities and the other Limited Partners shall be adjusted as set forth in Section 4.2, based on the amount deemed to be contributed, determined pursuant to Section 4.6.B(2); provided that, for purposes of calculating the "Deemed Value of the Partnership" and the "Deemed Partnership Interest Value" under Section 4.2, the "Value" of a REIT Share shall be the "closing price" (as such term is defined in the definition of the term "Value" in Article I hereof) of a REIT Share as of the date on which the purchase of REIT Shares is consummated by the exercising party.

  • Non-Qualified Stock Options The Options granted hereunder are not intended to be Incentive Stock Options or Qualified Stock Options.

  • Grant of Stock Option The Company hereby grants the Optionee an Option to purchase shares of Common Stock, subject to the following terms and conditions and subject to the provisions of the Plan. The Plan is hereby incorporated herein by reference as though set forth herein in its entirety. The Option is not intended to be and shall not be qualified as an “incentive stock option” under Section 422 of the Code.

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