Assumption of Equity Plans. At the Effective Time, SPI shall assign, and SPI Energy shall assume, the rights and obligations of SPI under each Stock Plan. To the extent any Stock Plan or any applicable agreement relating thereto provides for the issuance, delivery or purchase of, or otherwise relates to, SPI common stock, from and after the Effective Time, such Stock Plan or applicable agreement shall be deemed to have been amended to provide for the issuance, delivery or purchase of, or otherwise relate to, SPI Energy ordinary shares, and all options or awards issued, or benefits available or based upon the value of a specified number of shares of SPI common stock, under such Stock Plan after the Effective Time shall entitle the holder thereof to purchase, receive, acquire, hold or realize the benefits measured by the value of, as appropriate, an equivalent number of SPI Energy ordinary shares in accordance with the terms of such Stock Plan and any applicable agreement relating thereto. The outstanding options or other awards or benefits available under the terms of the Stock Plans at and following the Effective Time shall, to the extent permitted by law and otherwise reasonably practicable, otherwise be exercisable, payable, issuable or available upon the same terms and conditions as under such Stock Plans and the agreements relating thereto immediately prior to the Effective Time. Other than as set forth above, the Merger will not affect the underlying terms or conditions of any outstanding equity awards, which shall remain subject to their original terms and conditions.
Assumption of Equity Plans. At the Effective Time, CASI Cayman shall assume all of the rights and obligations of CASI under each Stock Plan (“Assumed Equity Plans”). To the extent any Stock Plan or any applicable agreement relating thereto provides for the issuance, delivery or purchase of, or otherwise relates to, CASI Common Stock, from and after the Effective Time, such Stock Plan or applicable agreement shall be deemed to have been amended to provide for the issuance, or purchase of, or otherwise relate to, CASI Cayman Ordinary Shares, and all options or awards issued, or benefits available or based upon the value of a specified number of shares of CASI Common Stock, under such Stock Plan after the Effective Time shall entitle the holder thereof to purchase, receive, acquire, hold or realize the benefits measured by the value of, as appropriate, an equivalent number of CASI Cayman Ordinary Shares in accordance with the terms of such Stock Plan and any applicable agreement relating thereto. The outstanding options or other awards or benefits available under the terms of the Stock Plans at and following the Effective Time shall, to the extent permitted by law and otherwise reasonably practicable, otherwise be exercisable, payable, issuable or available upon the same terms and conditions as under such Stock Plans and the agreements relating thereto immediately prior to the Effective Time. Other than as set forth above, the Merger will not affect the underlying terms or conditions of any outstanding equity awards, which shall remain subject to their original terms and conditions.
Assumption of Equity Plans. 1. Subject to and as of the Effective Time, by virtue of the Merger, Aaron’s assigns to HoldCo and HoldCo assumes and will perform, from and after the Effective Time, all of the obligations of Aaron’s pursuant to the Amended and Restated Xxxxx Rents, Inc. 2001 Stock Option and Incentive Award Plan, the Aaron’s Inc. Amended and Restated 2015 Equity and Incentive Award Plan and the Aaron’s, Inc. Employee Stock Purchase Plan (collectively, the “Registered Stock Plans”).
2. Subject to and as of the Effective Time, by virtue of the Merger, HoldCo assumes each option to purchase or right to acquire or vest or be settled in Aaron’s Common Stock and/or cash issued under the Amended and Restated Xxxxx Rents, Inc. 2001 Stock Option and Incentive Award Plan, and the Aaron’s Inc. Amended and Restated 2015 Equity and Incentive Award Plan (the “Aaron’s Stock Plans”) or granted by Aaron’s outside of the Aaron’s Stock Plans that is outstanding and unexercised, unvested, unsettled and/or not yet paid or payable immediately prior to the Effective Time (“Aaron’s Stock Awards”), which shall automatically be converted into an option to purchase or right to acquire or vest in or be settled in, on otherwise the same terms and conditions as were applicable under the respective Aaron’s Stock Plan or the underlying equity or equity-based award agreement (as modified herein), that number of shares of HoldCo Common Stock and/or cash amount equal to the number of shares of Aaron’s Common Stock and/or cash amount subject to such Aaron’s Stock Award, and, for stock options, an exercise price per share equal to the exercise price per share for such Aaron’s stock option immediately prior to the Effective Time. Any shares of Aaron’s Common Stock that remain available for issuance pursuant to the Aaron’s Stock Plans immediately prior to the Effective Time shall, by virtue of the Merger, be assumed by HoldCo in such a manner that such shares are converted, as of the Effective Time, into that number of shares of HoldCo Common Stock equal to the number of such shares of Aaron’s Common Stock. Such shares of Holdco Common Stock shall be available for issuance under the Aaron’s Stock Plans assumed by HoldCo on and after the Effective Time.
3. Subject to and as of the Effective Time, by virtue of the Merger, HoldCo assumes sponsorship of the Aaron’s, Inc. Employee Stock Purchase Plan (the “ESPP”), such that each participant eligible to purchase a share of Aaron’s Common Stock under the ESPP shall ...
Assumption of Equity Plans. At the Effective Time, China Biotech shall assign, and Xxxxx Xxxx shall assume, the rights and obligations of China Biotech under each Stock Plan. To the extent any Stock Plan or any applicable agreement relating thereto provides for the issuance, delivery or purchase of, or otherwise relates to, China Biotech Common Stock, from and after the Effective Time, such Stock Plan or applicable agreement shall be deemed to have been amended to provide for the issuance, delivery or purchase of, or otherwise relate to, Xxxxx Xxxx Ordinary Shares, and all options or awards issued, or benefits available or based upon the value of a specified number of shares of China Biotech Common Stock, under such Stock Plan after the Effective Time shall entitle the holder thereof to purchase, receive, acquire, hold or realize the benefits measured by the value of, as appropriate, an equivalent number of Xxxxx Xxxx Ordinary Shares in accordance with the terms of such Stock Plan and any applicable agreement relating thereto. The outstanding options or other awards or benefits available under the terms of the Stock Plans at and following the Effective Time shall, to the extent permitted by law and otherwise reasonably practicable, otherwise be exercisable, payable, issuable or available upon the same terms and conditions as under such Stock Plans and the agreements relating thereto immediately prior to the Effective Time. Other than as set forth above, the Merger will not affect the underlying terms or conditions of any outstanding equity awards, which shall remain subject to their original terms and conditions.
Assumption of Equity Plans. Immediately following the Effective Time, each Equity Plan (as defined below) and each award agreement thereunder evidencing an Equity Award (as defined below) (each, an “Award Agreement”) will be transferred to New PublicCo, and New PublicCo will assume, each Equity Plan and each Award Agreement. For purposes of this Agreement, “Equity Plans” shall mean, collectively, the Amended and Restated 1997 Equity Participation Plan of Xxxxx-Illinois, Inc., the Amended and Restated 2004 Equity Incentive Plan for Directors of Xxxxx-Illinois, Inc., the Second Amended and Restated Xxxxx-Illinois, Inc. 2005 Incentive Award Plan, and the Xxxxx-Illinois, Inc. Amended and Restated 2017 Incentive Award Plan (together with any subplans, appendices, exhibits or addendums thereto).
Assumption of Equity Plans. New EQT and the Company hereby agree that they will, at the Effective Time, execute, acknowledge and deliver an assumption agreement pursuant to which New EQT will, from and after the Effective Time, assume and agree to perform all obligations of the Company under the Company’s Equitable Resources, Inc. 2005 Employee Deferred Compensation Plan and Equitable Resources, Inc. 2005 Directors’ Deferred Compensation Plan (Registration Statement No. 333-122382); 1999 Equitable Resources, Inc. Long Term Incentive Plan (Registration Statement No. 333-70822); Equitable Resources, Inc. Deferred Compensation Plan and Equitable Resources, Inc. Directors’ Deferred Compensation Plan (Registration Statement No. 333-32410); 1999 Equitable Resources, Inc. Long Term Incentive Plan (Registration Statement No. 333-82189); 1999 Equitable Resources, Inc. Non-Employee Directors’ Stock Incentive Plan (Registration Statement No. 333-82193); Equitable Resources, Inc. Employee Savings and Protection Plan (Registration Statement No. 333-22529); Equitable Resources, Inc. Employee Stock Purchase Plan (Registration Statement No. 333-01879); Dividend Reinvestment and Stock Purchase Plan (Registration Statement No. 2-66128) and Equitable Resources, Inc. Employee Savings Plan (Registration Statement No. 033-00252) (the “Registered Stock Plans”). The outstanding options and other awards assumed by New EQT shall be exercisable upon the same terms and conditions as under the Plans immediately prior to the Effective Time, except that, upon the exercise of each such option or award, shares of New EQT Common Stock shall be issuable in lieu of each share of Company Common Stock issuable upon the exercise thereof immediately prior to the Effective Time.
Assumption of Equity Plans. 1. Subject to and as of the Effective Time, HoldCo assumes and will perform, from and after the Effective Time, all of the obligations of j2 Global pursuant to the j2 Global Equity Compensation Plans.
2. Subject to and as of the Effective Time, HoldCo assumes each option to purchase or right to acquire or vest in j2 Global Stock, including, but not limited to, stock options, restricted stock, restricted stock units and purchase rights under the Amended and Restated j2 Global, Inc. 2001 Employee Stock Purchase Plan, and any other equity awards, issued under the j2 Global Equity Compensation Plans or granted outside of the j2 Global Equity Compensation Plans that is outstanding and unexercised, unvested and not yet paid or payable immediately prior to the Effective Time, which shall be converted into an option to purchase or right to acquire or vest in, on otherwise the same terms and conditions as were applicable under the respective Equity Plan or the underlying equity award agreement (as modified herein), that number of shares of HoldCo Stock equal to the number of shares of j2 Stock subject to such option to purchase or right to acquire or vest in j2 Stock (the “j2 Global Equity Awards”), at, for stock options, an exercise price per share equal to the exercise price per share for such j2 Global stock option immediately prior to the Effective Time.
3. HoldCo and j2 Global agree to (i) prepare and execute all amendments to the j2 Global Equity Compensation Plans and/or the j2 Global Equity Awards and any other documents necessary to effectuate HoldCo’s assumption of the j2 Global Equity Compensation Plans and the outstanding j2 Global Equity Awards, (ii) provide any required notices of the assumption to holders of such j2 Global Equity Awards and (iii) submit any required filings with the Securities and Exchange Commission in connection with same.
4. On or prior to the Effective Time, HoldCo shall reserve sufficient shares of HoldCo Stock to provide for the issuance of HoldCo Stock to satisfy HoldCo’s obligations under the Merger Agreement, including without limitation the j2 Global Equity Compensation Plans and j2 Global Equity Awards.
Assumption of Equity Plans. As of the Effective Time, sponsorship of the Company Plans will transfer to and be assumed by Parent, (ii) all equity securities underlying the outstanding option awards under the Plans and all equity securities available for grant or underlying option grants under the Plans shall be Parent Common Stock; (iii) all outstanding award agreements under the Plans shall be assumed by Parent and shall be deemed amended hereby to the extent necessary or appropriate to reflect that such awards have been assumed by Parent; (iv) references in the Plans and outstanding awards to the “Company” shall be revised to mean “AvidXchange Holdings, Inc.”; and (v) the name of the Plans shall be the “2020 AvidXchange Holdings, Inc. Incentive Equity Plan,” the “2017 AvidXchange Holdings, Inc. Incentive Equity Plan,” the “2010 AvidXchange Holdings, Inc. Incentive Equity Plan,” and the “2000 AvidXchange Holdings, Inc. Incentive Equity Plan,” respectively.
Assumption of Equity Plans. 1. Subject to and as of the Effective Time, Arris HoldCo assumes and will perform, from and after the Effective Time, all of the obligations of Arris pursuant to the Equity Plans.
2. Subject to and as of the Effective Time, Arris HoldCo assumes each option to purchase or right to acquire or vest in Arris Common Stock issued under the Equity Plans or granted by Arris outside of the Equity Plans that is outstanding and unexercised, unvested and not yet paid or payable immediately prior to the Effective Time, which shall be converted into an option to purchase or right to acquire or vest in, on otherwise the same terms and conditions as were applicable under the respective Equity Plan or the underlying equity award agreement (as modified herein), that number of shares of Arris HoldCo Common Stock equal to the number of shares of Arris Common Stock subject to such option to purchase or right to acquire or vest in Arris Common Stock (the “Arris Awards”), at, for stock options, an exercise price per share equal to the exercise price per share for such Arris stock option immediately prior to the Effective Time.
3. Arris HoldCo and Arris agree to (i) prepare and execute all amendments to the Equity Plans, the Arris Awards, and other documents necessary to effectuate Arris HoldCo’s assumption of the Equity Plans and the outstanding Arris Awards, (ii) provide notice of the assumption to holders of such Arris Awards, and (iii) submit any required filings with the Securities and Exchange Commission in connection with same.
4. On or prior to the Effective Time, Arris HoldCo shall reserve sufficient shares of Arris HoldCo Common Stock to provide for the issuance of Arris HoldCo Common Stock to satisfy Arris HoldCo’s obligations under the Merger Agreement, including without limitation the Equity Plans and Arris Awards.
Assumption of Equity Plans. Crown Holdings and CCK hereby agree that they will, at the Effective Time, execute, acknowledge and deliver an assumption agreement pursuant to which Crown Holdings will, from and after the Effective Time, assume and agree to perform all duties and obligations required under: the Crown Cork & Seal Company, Inc. 1990 Stock-Based Incentive Compensation Plan; the Crown Cork & Seal Company, Inc. 1994 Stock-Based Incentive Compensation Plan; the Crown Cork & Seal Company, Inc. 1997 Stock-Based Incentive Compensation Plan; the Crown Cork & Seal Company, Inc. 2001 Stock-Based Incentive Compensation Plan; and the Crown Cork & Seal Company, Inc. Stock Purchase Plan.
