Common use of Assumption of Options Clause in Contracts

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.

Appears in 1 contract

Samples: Merger Agreement (Hca Inc/Tn)

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Assumption of Options. At the Effective Time, all unexercised and unexpired options to purchase Company Common Stock (“Company Options”) then outstanding, under the 2006 2003 Employee Stock Incentive Plan for Key Employees of HCA Orbital Imaging Corporation, effective December 31, 2003 (the “2003 Plan”) and 2004 Non-Employee Director Equity Incentive Plan of ORBIMAGE Inc. and its Affiliateseffective July 1, and any other equity incentive plans of 2004 (the Company in existence as of “2004 Plan” and, together with the Effective Time, which allows the purchase, grant or issuance of Company Common Stock (collectively2003 Plan, the “Option Company Stock Incentive Plans”), whether or not then exercisable, will be assumed by Holdings. Each Company 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 Company Stock Incentive 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 Holdings 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”, 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 Company Options within the meaning of Section 424 of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Orbimage Inc)

Assumption of Options. At the Effective Time, all unexercised and unexpired options to purchase Company Energy West Common Stock (“Options”) then outstanding, outstanding under the 2006 2002 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”)Plan, whether or not then exercisable, will be assumed by HoldingsHoldco. Each Option so assumed by Holdings Holdco under this Agreement will continue to have, and be subject to, the same terms and conditions as set forth in the applicable 2002 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 Option will be exercisable (or will become exercisable in accordance with its terms) for that number of shares of Holdings Holdco Common Stock equal to the number of shares of Company Energy West 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 Holdco Stock Options 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Energy Inc.)

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Assumption of Options. At the Effective Time, all unexercised and unexpired options to purchase Company Common Stock (“Options”) then outstanding, under the 2006 Hecla Mining Company 1995 Stock Incentive Plan for (the “1995 Plan”) and Hecla Mining Company Key Employees of HCA Inc. and its AffiliatesEmployee Deferred Compensation Plan (the “2002 Plan” and, together with the 1995 Plan, the “Option Plans”), and any other equity incentive plans of the Company in existence as of the Effective Time, which allows the purchase, purchase or grant or issuance of Company Common Stock (collectively, the “Option Plans”)Stock, 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.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Hecla Mining Co/De/)

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