Assumption of Options and Warrants. (a) As of the Effective Time, Parent shall assume each option to purchase shares of Company Common Stock ("Company Options") outstanding at the Effective Time under the Company's 1992 Subordinated Stock Option Plan, 1994 Replacement Stock Option Plan and 1994A Stock Option Plan (the "Plans") and each Company Option shall thereafter be exercisable for a number of shares of Parent Common Shares equal to the number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio. The exercise price per share of Parent Company Shares for such Company Options shall be the exercise price per share under such Company Option divided by the Exchange Ratio, rounded to the nearest $.01, all in accordance with Section 425(a) of the Code and the regulations promulgated thereunder, without regard to whether the Company Option qualifies as an incentive stock option with the meaning of Section 422A of the Code, although an assumed Company Option is intended to be an incentive stock option if the Company Option so qualifies. At the Effective Time, Parent shall also assume all of the Company's obligations under the Plans. Parent shall take all corporate and other action necessary to reserve and make available sufficient shares of Parent Common Shares for issuance upon exercise of all such Company Options and shall prepare and file with the SEC as promptly as practical after the Effective Time the appropriate registration statements relating to the issuance of such shares upon exercise of such options and maintain the effectiveness of such registration statements.
(b) As of the Effective Time, Parent shall assume each of the outstanding warrants to purchase an aggregate of 4,521,558 shares of Company Common Stock outstanding at the Effective Time (the "Company Warrants"), and each Company Warrant shall entitle the holder thereof to purchase the number of shares of Parent Common Shares equal to the number of shares of Company Common Stock subject to such Company Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio and the exercise price per share of Parent Company Shares pursuant to such Company Warrant shall be the exercise price per Company Common Share under such Company Warrant divided by the Exchange Ratio, rounded to the nearest $.01. Parent will take all corporate and other action necessary to reserve and make available sufficient shares of Parent Common Stock for issua...
Assumption of Options and Warrants. The Company shall have taken all necessary steps to effectuate the provisions of Sections 1.6(c), (d) and (e), including obtaining all necessary consents and releases, if any, from the holders of Company Stock Options, Company Common
Assumption of Options and Warrants. At the Effective Time, all ---------------------------------- outstanding and unexercised portions of all options to purchase AllAdvantage California Common Stock under the AllAdvantage California 1999 Equity Incentive Plan and 2000 Equity Incentive Plan (the "Existing Plans"), and all other outstanding options to purchase AllAdvantage California Common Stock, shall be assumed by AllAdvantage Delaware and become options to purchase the same number of shares of AllAdvantage Delaware Common Stock at the same exercise price per share but otherwise shall, to the extent permitted by law and otherwise reasonably practicable, have the same term, exercisability, vesting schedule, status as an "incentive stock option" under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), if applicable, and all other material terms and conditions (including but not limited to the terms and conditions applicable to such options by virtue of the Existing Plans). Continuous employment with AllAdvantage California will be credited to an optionee for purposes of determining the vesting of the number of shares of AllAdvantage Delaware Common Stock subject to exercise under an assumed AllAdvantage California option at the Effective Time. At the Effective Time, AllAdvantage Delaware shall adopt and assume the Existing Plans. Additionally, at the Effective Time, all outstanding and unexercised portions of all warrants to purchase or acquire AllAdvantage California Common Stock or any series of AllAdvantage California Preferred Stock shall be assumed by AllAdvantage Delaware and become warrants to purchase or acquire the same number of shares of AllAdvantage Delaware Common Stock or the corresponding series of AllAdvantage Delaware Preferred Stock, as the case may be, at the same exercise price per share but otherwise with the same term, exercisability, and all other material terms and conditions.
Assumption of Options and Warrants. At the Effective Time, all outstanding and unexercised portions of all options to purchase VPSI Common Stock under any existing VPSI stock purchase plans and all other outstanding options to purchase VPSI Common Stock (the “Existing Plans”), shall be assumed by VPI and become options to purchase shares of VPI Common Stock, pursuant to in accordance with the Conversion Chart attached hereto as Exhibit B, and shall have the same term, exercisability, vesting schedule, status as an "incentive stock option" under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), if applicable, and all other material terms and conditions (including but not limited to the terms and conditions applicable to such options by virtue of the Existing Plans). Continuous employment with VPSI will be credited to an optionee for purposes of determining the vesting of the number of shares of VPI Common Stock subject to exercise under an assumed VPSI option at the Effective Time. Additionally, at the Effective Time, all outstanding and unexercised portions of all warrants to purchase or acquire VPSI Common Stock shall be assumed by VPI and become warrants to purchase or acquire shares of VPI Common Stock, pursuant to and in accordance with the Conversion Chart attached hereto as Exhibit B. Fractional Shares. Fractional shares of VPI Common Stock will not be issued in connection with the Merger.
Assumption of Options and Warrants. At the Effective Time, each outstanding option (collectively, the "Xxxxx Options") to purchase Xxxxx Common Stock granted under Xxxxx' Stock Option Plan, as amended (the "Xxxxx Plan"), and each warrant for the purchase of Xxxxx Stock (the "Xxxxx Warrants") shall be assumed by Access Beyond in accordance with the terms of such option or warrant, and converted into rights with respect to that number of shares of Access Beyond Common Stock, determined by multiplying the number of shares of Xxxxx Stock subject to such Xxxxx Option or Xxxxx Warrant (on an as if exercised basis) immediately prior to the Effective Time by the Conversion Ratio, and the exercise price per share for each such option or warrant will equal the exercise price of the Xxxxx Option or the Xxxxx Warrant immediately prior to the Effective Time divided by the Conversion Ratio (rounded up to the nearest whole cent). If the foregoing calculation results in an assumed option or warrant being exercisable for a fraction of a share, then the number of shares of Access Beyond Common Stock subject to such option or warrant will be rounded down to the nearest whole number with no cash being payable for such fractional share.
Assumption of Options and Warrants. Promptly after the Effective Time, Access Beyond will notify in writing each holder of a Xxxxx Option or a Xxxxx Warrant of the assumption of such Xxxxx Option or Xxxxx Warrant by Access Beyond, and the number of shares of Access Beyond Stock that are then subject to such option or warrant and the exercise price of such option or warrant, as determined pursuant to Section 1 hereof.
Assumption of Options and Warrants. Promptly after the Effective ---------------------------------- Time, Acquirer will notify in writing each holder of a Target Option of: (i) the assumption of such Target Option by Acquirer, (ii) the conversion of such Target Options into Acquirer Options, (iii) the number of shares of Acquirer Common Stock that are then subject to such Acquirer Option and (iv) the exercise price of such Acquirer Option, all as determined pursuant to Section 1.1.2 hereof.
Assumption of Options and Warrants. (a) Section 1.7(e) of the Merger Agreement is amended and restated in its entirety as follows: “At the Effective Time, each outstanding Lower-Priced Company Stock Option and outstanding Company Warrant shall be assumed by Parent in accordance with Section 5.1. At the Effective Time, all Company Stock Options that are not Lower-Priced Company Stock Options will not be assumed by Parent.”
(b) Section 5.1 of the Merger Agreement is amended and restated in its entirety as follows:
Assumption of Options and Warrants. Promptly after the Effective Time, Buyer will notify in writing each holder of a Company Option or Company Warrant of the assumption of such Company Option or Warrant by Buyer, and the number of shares of Buyer Common Stock that are then subject to such option and the exercise price of such option, as determined pursuant to Section 1.11 hereof. “Company Option” means any option or right granted, and not exercised or expired, to a current or former employee, director or independent contractor of the Company or any predecessor thereof to purchase Company Common Stock pursuant to any stock option, stock bonus, stock award or stock purchase plan, program or arrangement of the Company or any predecessor thereof or any other contract or agreement entered into by the Company. “Company Warrant” means any warrant, exchangeable or convertible securities or other rights or agreements to purchase or otherwise acquire any Company Common Stock other than the Company Options, the Company Preferred Stock and the Convertible Debentures.
Assumption of Options and Warrants. Upon Closing, Excite will notify in writing each holder of a Throw Option and Throw Warrant of the assumption of such Throw Option and Throw Warrant by Excite, and the number of shares of Excite Common Stock that are then subject to such option or warrant and the exercise price of such option or warrant, as determined pursuant to Section 1.1 hereof.
