Assumption of Options. At the Effective Time, the Company Stock Option Plan and each outstanding option to purchase Shares under the Company Stock Option Plan, whether vested or unvested, will be assumed by Parent. On the Closing Date, the Company shall deliver to Parent an updated list substantially similar to that presented in SECTION 4.3(a) OF THE COMPANY DISCLOSURE LETTER, current as of such date. Each such 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 Company Stock Option Plan and the applicable stock option agreement immediately prior to the Effective Time, except that (i) such option will, in accordance with the Common Stock Exchange Ratio, be exercisable for that number of shares of Parent Common Stock equal to the number of shares of Company Common Stock subject to such option immediately prior to the Effective Time, and (ii) the exercise price per share shall, in accordance with such Common Stock Exchange Ratio, remain as the exercise price per share in effect for that option immediately prior to the Effective Time. For purposes of this Agreement, the "Common Stock Exchange Ratio" shall be one share of Parent Common Stock for each share of Company Common Stock. Consistent with the terms of the Company Stock Option Plan and the documents governing the outstanding options under such Plan, the Merger will not terminate any of the outstanding options under the Company Stock Option Plan. It is the intention of the parties that the options so assumed by Parent qualify, to the maximum extent permissible, following the Effective Time as incentive stock options as defined in Section 422 of the Code to the extent such options qualified as incentive stock options prior to the Effective Time. Within 20 Business Days after the Effective Time, Parent shall issue to each person who, immediately prior to the Effective Time was a holder of an outstanding option under the Company Stock Option Plan, a document in form and substance satisfactory to Company evidencing the foregoing assumption of such option by Parent. At or prior to the Effective Time, Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery of options assigned to and assumed by it in accordance with this SECTION 3.4(a).
Assumption of Options. Subject to the provisions of Section 8, upon dissolution or liquidation of the Corporation, or consolidation of the Corporation into a new entity, or merger, acquisition, or reorganization of the Corporation into or with one or more other corporations, the surviving, resulting or acquiring corporation, as the case may be, or a parent or subsidiary corporation of such corporation, may (but shall not be obligated to) substitute a new Option for this Option, or may (but shall not be obligated to) assume this Option, if:
Assumption of Options. Each outstanding option to purchase Common Shares issued to employees, non-employee directors and consultants of Seller pursuant to Seller's 1996 Stock Option/Stock Issuance Plan, as amended (the "Seller Option Plan"), except for options to purchase 44,800 Common Shares granted on October 10, 1996, as listed on Schedule 2.5 hereto which shall terminate on the Closing, whether vested or unvested (each a "Stock Option"), shall remain outstanding after the Effective Time and shall be assumed by Buyer. The parties intend that Buyer's assumption of the Stock Options shall be treated as "assuming a stock option in a transaction to which Section 424(a) applies" within the meaning of Section 424 of the Code and this subsection (a) shall be interpreted and applied consistent with such intent. Each Stock Option assumed by Buyer shall be exercisable upon the same terms and conditions as under the Seller Option Plan and applicable option agreement issued thereunder, except that (i) such option shall be exercisable for that number of shares of Buyer Common Stock equal to the number of Common Shares for which such option was exercisable times the Conversion Ratio, and (ii) the exercise price of such option shall be equal to the exercise price of such option divided by the Conversion Ratio. The number of shares of Buyer Common Stock subject to an option assumed by Buyer shall be rounded to the nearest whole number (with .5 rounded up) and the exercise price thereof shall be rounded up to the nearest whole cent.
Assumption of Options. The parties will use all commercially reasonable efforts to obtain the agreement of purchasers of the Non-core Assets to assume or substitute equivalent options or other economic benefits for the unvested Stel Options that would not qualify for accelerated vesting pursuant to Stel's Stock Option Plan as of the Effective Time held by Stel employees to be hired by such purchasers.
Assumption of Options. At the Effective Time, all unexercised and unexpired options to purchase Company Common Stock (“Options”) then outstanding, under the 2006 Stock Incentive Plan for Key Employees of HCA Inc. and its Affiliates, and any other equity incentive plans of the Company in existence as of the Effective Time, which allows the purchase, grant or issuance of Company Common Stock (collectively, the “Option Plans”), whether or not then exercisable, will be assumed by Holdings. Each Option so assumed by Holdings under this Agreement will continue to have, and be subject to, the same terms and conditions as set forth in the applicable Option Plan and any agreements thereunder immediately prior to the Effective Time (including, without limitation, the vesting schedule (without acceleration thereof by virtue of the Merger and the transactions contemplated hereby) and per share exercise price, except that each Option will be exercisable (or will become exercisable in accordance with its terms) for that number of shares of Holdings Common Stock equal to the number of shares of Company Common Stock that were subject to such Option immediately prior to the Effective Time). The conversion of any Options which are “incentive stock options”, if any, within the meaning of Section 422 of the Code into options to purchase Holdings Common Stock shall be made in a manner consistent with Section 424(a) of the Code so as not to constitute a “modification” of such Options within the meaning of Section 424 of the Code.
Assumption of Options. Options to purchase shares of common stock of the Company held by the Executive having an exercise price less than $13.00 that are outstanding and unexercised as of the Closing will be assumed by the Parent in accordance with the terms of the Merger Agreement.
Assumption of Options. Promptly after the Effective Time, Acquirer will notify in writing each holder of a Target Option of the assumption of such Target Option by Acquirer, and the number of shares of Acquirer Common Stock that are then subject to such option and the exercise price of such option, as determined pursuant to Sections 1.1 and 1.3 hereof.
Assumption of Options. (a) As of the Effective Date of the Reorganization, all rights with respect to the Bank Stock issuable pursuant to the exercise of stock options (the "Bank Options") granted by the Bank under stock option plans of the Bank (the "Bank Stock Option Plans"), which are outstanding at the Effective Date of the Reorganization, whether or not such Bank Options are then exercisable, shall, subject to this section, be assumed by the Company in accordance with the terms of the particular Bank Stock Option Plan under which such Bank Options were issued and the agreement by which such Bank Options are evidenced. From and after the Effective Date of the Reorganization, (i) each Bank Option assumed by the Company hereunder may be exercised solely for Company Stock, (ii) the number of shares of Company Stock subject to such Bank Option shall be equal to the number of shares of Bank Stock subject to such Bank Option immediately prior to the Effective Date, and (iii) the per share exercise price for Company Stock under each such Bank Option shall be the per share exercise price of the Bank Stock under such Bank Option immediately prior to the Effective Date.
Assumption of Options. Promptly after the Effective Time, Newco shall (a) notify in writing each holder of a Stock Right (as defined in Section 5.11) of the assumption of such Stock Right by Newco, the number of shares of Newco Common Stock that are then subject to such Stock Right and the exercise price or purchase price of such Stock Right, as determined pursuant to Sections 1.8 and 1.9 hereof, and (b) pursuant to Section 5.11 file the Form S-8 (as defined in Section 5.8) to register the Stock Rights.
Assumption of Options. At the Effective Time, all unexercised and unexpired options to purchase Company Common Stock (“Company Options”) then outstanding, under the Amended and Restated 1994 Stock Option and Restricted Stock Plan for Executive and Key Employees and the 2002 Incentive Award Plan (the “Company Stock Option Plans”), whether or not then exercisable, will be assumed by HoldingCo. Each Company Option so assumed by HoldingCo under this Agreement will continue to have, and be subject to, the same terms and conditions as set forth in the applicable Company Stock Option Plan and any agreements thereunder immediately prior to the Effective Time (including, without limitation, the vesting schedule (without acceleration thereof by virtue of the Merger and the transactions contemplated hereby) and per share exercise price), except that each Company Option will be exercisable (or will become exercisable in accordance with its terms) for that number of shares of HoldingCo Common Stock equal to the number of shares of Company Common Stock that were subject to such Company Option immediately prior to the Effective Time. The conversion of any Company Options which are “incentive stock options” within the meaning of Section 422 of the Code into options to purchase HoldingCo Common Stock shall be made in a manner consistent with Section 424(a) of the Code so as not to constitute a “modification” of such Company Options within the meaning of Section 424 of the Code.
