ASSUMPTION OF ISI OPTIONS BY AGENCY Sample Clauses

ASSUMPTION OF ISI OPTIONS BY AGENCY. At the effective time of the merger of ISI with and into Agency (the "AGENCY MERGER TIME"), the ISI 1996 Stock Option Plan (the "ISI STOCK OPTION PLAN"), and all options to purchase ISI Shares then outstanding under the ISI Stock Option Plan (including without limitation any options outstanding as a result of the assumption by ISI of the Quadris Plan as set forth in Section 2.4.1 above), shall be assumed by Agency. Each such option so to be assumed by Agency shall continue to have, and be subject to, the same terms and conditions set forth in the ISI Stock Option Plan and the applicable stock option agreement immediately prior to the Effective Time, except that (i) such option will be exercisable for that number of whole Agency Shares equal to the product of the number of ISI Shares that were issuable upon exercise of such option immediately prior to the Effective Time multiplied by 0.6656917 and rounded up to the nearest whole number of Agency Shares, and (ii) the per share exercise price for the Agency Shares issuable upon exercise of such assumed option will be equal to the quotient determined by dividing the exercise price per ISI Share at which such option was exercisable immediately prior to the Effective Time by 0.6656917 rounded up to the nearest whole cent. Consistent with the terms of the ISI Stock Option Plan and the documents governing certain of the outstanding options under such Plan, the merger of ISI into Agency will not terminate any of the outstanding options under the ISI Stock Option Plan upon Agency's assumption of the options. Consistent with the terms of the ISI Stock Option Plan and the documents governing certain of the outstanding options under such Plan, such merger will accelerate the exercisability or vesting of certain of such options. Within 20 business days after the Agency Merger Time, Agency will issue to each Quadris option holder who, immediately prior to the Effective Time was a holder of an outstanding option under the ISI Stock Option Plan, a document evidencing the foregoing assumption of such option by Agency.
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Related to ASSUMPTION OF ISI OPTIONS BY AGENCY

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