Common use of Assumption of Options Clause in Contracts

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. At the Effective Time, the Company MODE 1996 Stock Option Plan and each outstanding option to purchase Shares under (the Company "MODE Stock Option Plan") and the Options (as defined in Section 2.2), whether vested or unvested, will shall 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 dateEmcore. Each such option Option so assumed by Parent Emcore under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Company MODE 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, assumed Option will be exercisable for that number of whole shares of Parent Emcore Common Stock equal to the product of the number of shares of Company MODE Common Stock subject to that were purchasable upon exercise of such option immediately prior Option multiplied by the Conversion Ratio (as defined in Section 1.5(a)) and rounded down to the Effective Timenearest whole number of shares of Emcore Common Stock, and (ii) the per share exercise price per share shall, in accordance with such for the shares of Emcore Common Stock Exchange Ratio, remain as purchasable upon exercise of such assumed Option will be equal to the quotient determined by dividing the exercise price per share in effect for that option immediately prior of MODE Common Stock at which such Option was exercisable by the Conversion Ratio, rounded up to the Effective Timenearest whole cent. For purposes of this AgreementIn addition, the "Common Stock Exchange Ratio" shall be one share exercisability or vesting of Parent Common Stock for such Options and the securities issuable upon exercise thereof will accelerate in connection with the Merger in accordance with the provisions of the agreements evidencing each share of Company Common Stocksuch Option. Consistent with the terms of the Company MODE Stock Option Plan and the documents governing the outstanding options Options under such Plan, the Merger will not terminate any of the outstanding options Options under the Company MODE Stock Option Plan. It is the intention of the parties that the options Options so assumed by Parent qualify, to the maximum extent permissible, Emcore qualify following the Effective Time as incentive stock options as defined in Section 422 of the Code (as defined in Section 2.8(c)) to the extent such options qualified as incentive stock options prior to the Effective Time. Within 20 Business Days after At the Effective TimeTime or as soon as practicable thereafter, Parent shall Emcore will issue to each person who, immediately prior to the Effective Time was a holder of an outstanding option Option under the Company MODE Stock Option Plan, Plan a document in form and substance satisfactory to Company evidencing the foregoing assumption of such option Option by Parent. At or prior to Emcore, in substantially 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).form attached hereto as Exhibit C.

Assumption of Options. At the Effective TimeClosing, the Company Stock Option Plan and each outstanding option to --------------------- purchase Shares shares of PAC under the Company PAC 1997 Stock Option Plan, whether vested or unvested, will be assumed by ParentRational. On Schedule 5.3(c) hereto sets forth a true --------------- and complete list as of the Closing Datedate hereof of all holders of outstanding options under the PAC 1997 Stock Option Plan, including the number of shares of PAC Common Stock subject to each such option, the Company shall deliver to Parent an updated list substantially similar to that presented in SECTION 4.3(a) OF THE COMPANY DISCLOSURE LETTERexercise or vesting schedule, current as the exercise price per share and the term of each such dateoption. Each such option so assumed by Parent Rational under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Company PAC 1997 Stock Option Plan and the applicable stock option agreement documents governing the outstanding options under that plan, immediately prior to the Effective TimeClosing, except that (i) such option will, in accordance with the Common Stock Exchange Ratio, will be exercisable for that number of whole shares of Parent Rational Common Stock equal to the product of the number of shares of Company PAC Common Stock subject to that were issuable upon exercise of such option immediately prior to the Effective TimeClosing multiplied by a fraction, the numerator of which shall be $4.99 and the denominator of which shall be the average closing price of Rational Common Stock traded on the Nasdaq National Market as reported in the Wall Street Journal or similar reliable source for the ten (10) trading days prior to the Closing (such fraction is the "DEEMED EXCHANGE RATIO") and rounded down to the nearest whole number of shares of Rational Common Stock, and (ii) the per share exercise price per share shall, in accordance with such for the shares of PAC Common Stock Exchange Ratio, remain as issuable upon exercise of such assumed option will be equal to the quotient determined by dividing the exercise price per share in effect for that of PAC Common Stock at which such option was exercisable immediately prior to the Effective Time. For purposes of this Agreement, the "Common Stock Closing by Deemed Exchange Ratio" shall be one share of Parent Common Stock for each share of Company Common Stock, rounded up to the nearest whole cent. Consistent with the terms of the Company PAC 1997 Stock Option Plan and the documents governing the outstanding options under such Plan, that Plan the Merger Stock Purchase will not terminate any of the outstanding options under such plan or accelerate the Company Stock Option Planexercisability or vesting of such options. It is the intention of the parties that the options so assumed by Parent qualify, to the maximum extent permissible, Rational qualify following the Effective Time Closing as incentive stock options as defined in Section 422 of the Code to the extent such options qualified as incentive stock options prior to as of 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)Closing.

Assumption of Options. At the Effective Time, the Company each option granted by Target to purchase shares of Target Common Stock Option Plan (each, a "Target Option") which is outstanding and each outstanding unexercised immediately prior thereto shall cease to represent a right to acquire shares of Target Common Stock and shall be assumed by Acquirer and converted automatically into an 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 Acquirer Common Stock equal to the number of whole shares of Company Target Common Stock subject to such option (including, without limitation, any shares with respect to which the vesting is accelerated as a result of the Merger) multiplied by the Common Stock Exchange Ratio (rounded to the nearest whole share), at a price per share of Acquirer Common Stock equal to (i) the exercise price for the shares of Target Common Stock purchasable pursuant to such Target Option immediately prior to the Effective TimeTime divided by (ii) the Common Stock Exchange Ratio (rounded to the nearest whole cent), and shall otherwise be subject to the terms of the Target 1999 Stock Option Plan (the "Target Option Plan") pursuant to which such options were issued and the agreements evidencing grants thereunder and shall thereupon be assumed by Acquirer. The adjustments provided herein with respect to any options which are "incentive stock options" (as defined in Section 422 of the Code) shall be and are intended to be effected in a manner which is consistent with Section 424(a) of the Code. Subject to the adjustments noted herein, the duration and other terms of each option shall be the same as the original option except that all references to (i) Target Common Stock shall be deemed to be references to Acquirer Common Stock and (ii) the "Company" shall be deemed to be references to Acquirer. Further, any and all vesting or performance requirements or conditions affecting any outstanding stock option shall continue to apply. Target and Acquirer shall take all action that may be necessary (under the terms of the Target Option Plan or otherwise) to effectuate the provisions of this Section 2.09. Following the Closing Date, Acquirer shall send to each holder of an assumed Target Option a written notice setting forth (i) the number of shares of Acquirer Common Stock subject to each assumed Target Option, and (ii) the exercise price per share shall, in accordance with such of Acquirer Common Stock Exchange Ratio, remain as the issuable upon 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)Target Option.

Assumption of Options. At the Effective TimeClosing Date, the Company Target Stock Option Plan Plan, and each outstanding option to purchase Shares shares of Target Common Stock under the Company Target Stock Option Plan, whether vested or unvestedunvested (but as modified by the Amendment) (the "Target Options"), will be assumed by ParentAcquiror. Schedule 5.9 to the Disclosure Schedule hereto sets forth a true and complete list as of the date hereof of all holders of outstanding options under the Target Stock Option Plan ("Option Holder") including the number of shares of Target Common Stock subject to each such option, the exercise or vesting schedule (but as modified by the Amendment) (as defined below), the exercise price per share and the term of each such option. On the Closing Date, the Company Target shall deliver to Parent Acquiror an updated list substantially similar to that presented in SECTION 4.3(a) OF THE COMPANY DISCLOSURE LETTER, Schedule 5.9 hereto current as of such date. Each such option so assumed by Parent Acquiror under the terms of this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Company Target Stock Option Plan and the applicable stock option agreement (as modified by the Amendment) immediately prior to the Effective Time, except that (i) such option will, in accordance with the Common Stock Exchange Ratio, will be exercisable for that number of whole shares of Parent Acquiror Common Stock equal to the product of the number of shares of Company Target Common Stock subject to that were issuable upon exercise of such option immediately prior to the Effective TimeTime multiplied by the Exchange Ratio and rounded down to the nearest whole number of shares of Acquiror Common Stock, and (ii) the per share exercise price per share shall, in accordance with such for the shares of Acquiror Common Stock Exchange Ratio, remain as issuable upon exercise of such assumed option will be equal to the quotient determined by dividing the exercise price per share in effect for that of Target Common Stock at which such option was exercisable immediately prior to the Effective Time. For purposes of this Agreement, Time by the "Common Stock Exchange Ratio" shall be one share of Parent Common Stock for each share of Company Common Stock, rounded up to the nearest whole cent. Consistent with the terms of the Company Target Stock Option Plan and the documents governing the outstanding options under such PlanPlans, the Merger transactions contemplated hereby will not terminate any of the outstanding options under the Company Target Stock Option Plan. It is Plan or accelerate the intention exercisability or vesting of such options or the shares of Acquiror Common Stock which will be subject to those options upon the Acquiror's assumption 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 Timehereunder. Within 20 Business Days 30 business days after the Effective Time, Parent shall Acquiror will issue to each person who, immediately prior to the Effective Time was a holder of an outstanding option under the Company Target Stock Option Plan, Plan a document in form and substance satisfactory to Company Target 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)Acquiror.

Assumption of Options. At the Effective Time, the Company Target Stock Option Plan and each outstanding option to purchase Shares shares of Target Common Stock under the Company Target Stock Option Plan, whether vested or unvested, will be assumed by ParentAcquiror in accordance with the provisions described below. SCHEDULE 6.10 hereto sets forth a true and complete list as of the date hereof of all holders of outstanding options under the Target Stock Option Plan including the number of shares of Target Capital Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such option. On the Closing Date, the Company Target shall deliver to Parent Acquiror an updated list substantially similar to that presented in SECTION 4.3(a) OF THE COMPANY DISCLOSURE LETTER, SCHEDULE 6.10 hereto current as of such date. Each such option so assumed by Parent Acquiror under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Company Target 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, will be exercisable for that number of whole shares of Parent Acquiror Common Stock equal to the product of the number of shares of Company Target Common Stock subject to that were issuable upon exercise of such option immediately prior to the Effective TimeTime multiplied by the Option Exchange Ratio (as defined in EXHIBIT A) and rounded down to the nearest whole number of shares of Acquiror Common Stock, and (ii) the per share exercise price per share shall, in accordance with such for the shares of Acquiror Common Stock Exchange Ratio, remain as issuable upon exercise of such assumed option will be equal to the quotient determined by dividing the exercise price per share in effect for that of Target Common Stock at which such option was exercisable immediately prior to the Effective Time. For purposes of this Agreement, Time by the "Common Stock Option Exchange Ratio" shall be one share of Parent Common Stock for each share of Company Common Stock, rounded up to the nearest whole cent. Consistent with the terms of the Company Target Stock Option Plan and the documents governing the outstanding options under such Planplan, the Merger will not terminate any of the outstanding options under the Company Target Stock Option Plan. It is Plan or accelerate the intention exercisability or vesting of such options or the shares of Acquiror Common Stock which will be subject to those options upon the Acquiror's assumption of the parties that options in the options so assumed by Parent qualify, Merger. Target shall take all appropriate action to the maximum extent permissible, following the Effective Time as incentive stock options as defined solicit (in Section 422 of the Code order to the extent such options qualified as incentive stock options obtain prior to the Effective TimeClosing Date) consents (in form satisfactory to Acquiror) from the holders of such outstanding options for the assumption of such options pursuant to this Section 6.10. Within 20 Business Days business days after the Effective Time, Parent shall Acquiror will issue to each person who, immediately prior to the Effective Time was a holder of an outstanding option under the Company Target Stock Option Plan, Plan a document in form and substance satisfactory to Company Target 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)Acquiror.

Assumption of Options. At the Effective TimeClosing, each outstanding option award to purchase Ordinary Shares under the Company Target Stock Option Plan and each outstanding option to purchase Shares under (the Company Stock Option Plan"Target Options"), whether vested or unvestedunvested (as modified by the Waiver), will shall be assumed by ParentAcquiror. The Sellers represent and warrant to Acquiror that Schedule 5.7 hereto sets forth a true and complete list as of the date hereof of all holders of outstanding Target Option, including the number of Ordinary Shares subject to each such option, the exercise or vesting schedule (as modified by the Waiver to be executed prior to the Closing Date), the exercise price per share and the term of each such Target Option. On the Closing Date, the Company Sellers shall cause Target to deliver to Parent Acquiror an updated list substantially similar to that presented in SECTION 4.3(a) OF THE COMPANY DISCLOSURE LETTER, Schedule 5.7 hereto current as of such date. Each such option Target Option so assumed by Parent Acquiror 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 (as modified by the Waiver) immediately prior to the Effective TimeClosing, except that (i) such option will, in accordance with the Common Stock Exchange Ratio, Target Option shall be exercisable for that number of whole shares of Parent Acquiror Common Stock equal to the product of the number of shares Ordinary Shares that were issuable upon exercise of Company Common Stock subject to such option immediately prior to the Effective TimeClosing Date multiplied by the Exchange Ratio and rounded down to the nearest whole number of shares of Acquiror Common Stock, and (ii) the per share exercise price per share shall, in accordance with such for the shares of Acquiror Common Stock Exchange Ratio, remain as issuable upon exercise of such assumed Target Option shall be equal to the quotient determined by dividing the exercise price per share in effect for that Ordinary Share at which such option was exercisable immediately prior to the Effective Time. For purposes of this Agreement, Closing by the "Common Stock Exchange Ratio" shall be one share of Parent Common Stock for each share of Company Common Stock, rounded up to the nearest whole cent. Consistent with the terms of the Company Target Stock Option Plan and the documents governing the outstanding options under such PlanTarget Options (including the Waiver), the Merger will transactions contemplated hereby shall not terminate any of the outstanding Target Options or accelerate the exercisability or vesting of such options under or the Company Stock Option Plan. It is Ordinary Shares which will be subject to those options upon the intention Acquiror's assumption of the parties that options at the options so Closing. After the Closing, each assumed by Parent qualify, Target Option shall continue to be subject to Section 102 (and the maximum extent permissible, following the Effective Time as incentive stock options as defined in Section 422 regulations thereunder) of the Code Israeli Income Tax Ordinance ("Section 102") only to the extent such options qualified as incentive stock options the option was so subject prior to the Effective TimeClosing and the continuing applicability of Section 102 to such options is approved by the Israeli Tax Authorities pursuant to Section 6.3(j) hereof. Within 20 Business Days business days after the Effective TimeClosing Date, Parent Acquiror shall issue to each person who, immediately prior to the Effective Time Closing Date, was a holder of an outstanding option under the Company Stock Target Option Plan, a document in appropriate 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)Acquiror.

Assumption of Options. At the Effective TimeTime of the Merger, the Company Stock Option Plan and each outstanding option to purchase Shares shares of Ridge Common Stock under the Company Ridge Stock Option PlanPlan or held by the Trusts, whether vested or unvested, will be assumed by ParentAdaptec. Section 8.6 of the Ridge Disclosure Schedule sets forth a true and complete list as of the date hereof of all holders of outstanding options, including those granted under the Ridge Stock Option Plan, and includes the number of shares of Ridge capital stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such option. On the Closing Date, the Company Ridge shall deliver to Parent Adaptec an updated list substantially similar to that presented in SECTION 4.3(a) OF THE COMPANY DISCLOSURE LETTER, Section 8.6 of the Ridge Disclosure Schedule current as of such date. Each such option so assumed by Parent Adaptec under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in such option and, if applicable, in the Company Ridge Stock Option Plan and the applicable stock option agreement immediately prior to the Effective Time, including provisions with respect to vesting, except that (i) such option will, in accordance with the Common Stock Exchange Ratio, will be exercisable for that number of whole shares of Parent Adaptec Common Stock stock equal to the product (rounded down to the nearest whole share) of the number of shares of Company Ridge Common Stock subject to that were issuable upon exercise of such option immediately prior to the Effective TimeTime multiplied by a fraction, the numerator of which shall be 1,720,000 and the denominator of which shall be the total number of shares of Ridge Common Stock that were issuable upon exercise of options to purchase Ridge Common Stock then outstanding under the Ridge Stock Option Plan or held by the Trusts, and (ii) the per share exercise price per for the shares of Adaptec Common stock issuable upon exercise of such assumed option will be the last sale price for a share shall, in accordance with such of Adaptec Common Stock Exchange Ratioon the trading day immediately preceding the Closing Date, remain as reported on 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 StockNasdaq National Market. Consistent with either the terms of the Company Ridge Stock Option Plan and the documents governing the outstanding options under such PlanPlan or the documents governing the outstanding options held by the Trusts, the Merger will not terminate any of the outstanding options under the Company Ridge Stock Option PlanPlan or held by the Trusts or accelerate the exercisability or vesting of such options or the shares of Adaptec Common Stock which will be subject to those options upon Adaptec's assumption of the options in the Merger. It is the intention of the parties that the options so assumed by Parent Adaptec qualify, to the maximum extent permissible, following the Effective Time of the Merger 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 TimeTime of the Merger. 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 Adaptec shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Adaptec Common Stock for delivery upon the exercise of the options assigned to and assumed by it Adaptec in accordance with this SECTION 3.4(a)Section 8.6. Adaptec will use its best efforts to file, within thirty (30) days following the Effective Date of the Merger, a registration statement on Form S-8 (or any successor form to Form S-8) so as to register the Adaptec Common Stock subject to the options assumed by Adaptec pursuant to this Section 8.6 and shall use its best efforts to effect such registration and to maintain the effectiveness of such registration statement (and the current status of the prospectus contained therein) for so long as such options remain outstanding.