Assumption of Stock Options. At the Effective Time, each then --------------------------- outstanding Oplink Option, whether or not exercisable at the Effective Time and regardless of the respective exercise prices thereof, will be assumed by Avanex. Each Oplink Option so assumed by Avanex under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in the applicable Oplink Stock Option Plan (and any applicable stock option agreement for such Oplink Option) immediately prior to the Effective Time (including any repurchase rights or vesting provisions), except that (i) each Oplink Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Avanex Common Stock equal to the product of the number of shares of Oplink Common Stock that were issuable upon exercise of such Oplink Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Avanex Common Stock and (ii) the per share exercise price for the shares of Avanex Common Stock issuable upon exercise of such assumed Oplink Option will be equal to the quotient determined by dividing the exercise price per share of Oplink Common Stock at which such Oplink Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent. Each assumed Oplink Option shall be vested immediately following the Effective Time as to the same percentage of the total number of shares subject thereto as it was vested as to immediately prior to the Effective Time. As soon as reasonably practicable following the Closing Date, Avanex will issue to each person who holds an assumed Oplink Option a document evidencing the foregoing assumption of such Oplink Option by Avanex.
Assumption of Stock Options. Before the Effective Time of the Merger, CFSB shall amend, if necessary, the terms of all outstanding stock options granted by CFSB ("UNEXERCISED OPTIONS") pursuant to CFSB's 1990 Stock Option Plan and 1994 Stock Option and Incentive Plan (collectively, the "OPTION PLANS") so that they shall, if and when the Merger becomes effective, cease to represent the right to acquire shares of CFSB Common Stock and each such option shall become by assumption at the Effective Time an option to acquire that number of shares of Old Kent Common Stock equal to (a) the number of shares of CFSB Common Stock subject to the Unexercised Option, multiplied by (b) the Exchange Ratio, rounded to the nearest whole share. The exercise price per share of Old Kent Common Stock under the assumed option shall be equal to the exercise price per share of the CFSB Common Stock that was purchasable under each Unexercised Option divided by the Exchange Ratio (rounded to the nearest whole cent). In addition, each option that is an "incentive stock option" as defined in Section 422 of the Internal Revenue Code shall be adjusted as required by Section 424 of the Internal Revenue Code and the regulations issued thereunder so as not to constitute a modification, extension or renewal of the option within the meaning of section 424 of the Internal Revenue Code. The duration and other terms and conditions of the assumed options shall be the same as the original CFSB options, except that any reference to CFSB shall be consid- ered to be references to Old Kent. At all times after the Effective Time until all such options have been exercised or terminated, Old Kent shall reserve for issuance such number of shares of Old Kent Common Stock as necessary so as to permit the exercise of such options. Old Kent shall use its best efforts to file as soon as possible after the Effective Time, and in no event later than 15 days after the Effective Time, and use its best efforts to maintain the effectiveness of, a registration statement with the Securities and Exchange Commission (the "SEC"), covering such options and the sale of the Old Kent Common Stock issuable upon exercise of such op- tions so long as unexercised options remain outstanding. At the Effective Time, the Option Plans shall be terminated with respect to the granting of any additional options or option rights. Old Kent acknowledges and agrees that the Merger would constitute a "change in control" pursuant to the Option Plans resulting in accelera...
Assumption of Stock Options. 5 2.8 Notes.........................................................................................................6
Assumption of Stock Options. At the Effective Time, each then outstanding Company Option, whether or not exercisable at the Effective Time and regardless of the respective exercise prices thereof, will be assumed by Parent. Each Company Option so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in the applicable Company Option (including any applicable stock option agreement or other document evidencing such Company Option) immediately prior to the Effective Time (including any repurchase rights or vesting provisions), except that (i) each Company Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Company Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent. Each assumed Company Option shall be vested immediately following the Effective Time as to the same percentage of the total number of shares subject thereto as it was vested as to immediately prior to the Effective Time, except to the extent such Company Option by its terms in effect prior to the date hereof provides for acceleration of vesting. As soon as reasonably practicable, Parent will use all reasonable efforts to issue to each Person who holds an assumed Company Option a document evidencing the foregoing assumption of such Company Option by Parent.
Assumption of Stock Options. At the Effective Time, Parent shall assume each Outstanding INT'X.xxx Option and each holder thereof (each an "OPTION HOLDER") shall thereby be entitled to acquire, by virtue of the Merger and without any action on the part of the Option Holder, on substantially the same terms (including the dates and extent of exercisability) and subject to the same conditions, including vesting, as such Outstanding INT'X.xxx Option, the number of shares of Parent Common Stock determined by MULTIPLYING the number of shares of INT'X.xxx Common Stock for which such Outstanding INT'X.xxx Option is then exercisable in accordance with its terms immediately prior to the Effective Time by the Conversion Ratio (rounded down to the nearest whole share), at an exercise or conversion price per share of Parent Common Stock (rounded up to the nearest whole cent) determined by dividing the exercise price per share of INT'X.xxx Common Stock of such Outstanding INT'X.xxx Option immediately prior to the Effective Time by the Conversion Ratio.
Assumption of Stock Options. (i) At the Effective Time, each then outstanding Company Option, whether or not exercisable at the Effective Time and regardless of the respective exercise prices thereof, will be assumed by Parent. Each Company Option so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in the applicable Company Option (including any applicable stock option agreement or other document evidencing such Company Option or another Company Employee Plan or Employee Agreement with the Company in effect as of the date hereof and disclosed on Section 2.12(a) of the Company Disclosure Letter) immediately prior to the Effective Time (including any repurchase rights or vesting provisions), except that (i) each Company Option will be exercisable (or will become
Assumption of Stock Options. (i) At the Effective Time, each outstanding option to purchase Company Common Stock (a "Stock Option") granted under the Company's 1987 Stock Option Plan and 1990 Stock Option Plan, each as amended to date (collectively, the "Company Stock Option Plans"), whether vested or unvested, shall be assumed by Parent and constitute an option to acquire, on the same terms and conditions as were applicable under such Stock Option prior to the Effective Time, the number (rounded up to the nearest whole number) of Parent Shares as the holder of such Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such Stock Option in full immediately prior to the Effective Time (not taking into account whether or not such Stock Option was in fact exercisable), at a price per share equal to (x) the aggregate exercise price for Company Common Stock otherwise purchasable pursuant to such Stock Option divided by (y) the number of Parent Shares deemed purchasable pursuant to such Stock Option. At and after the Effective Time, Parent will honor all obligations with respect to such Stock Options under the terms of such Stock Options and the Company Stock Option Plans as in effect on the date hereof. At the Effective Time, the Company Stock Option Plans shall be amended to require that the shares of stock issuable and deliverable upon the exercise of a Stock Option, or any portion thereof, shall be unissued shares or issued shares which then have been reacquired by Parent, but no other amendments shall be made except as provided herein.
Assumption of Stock Options. Subject to applicable Law, Parent and the Company shall take such actions, including (with respect to the Company) any necessary amendment of the Stock Options and the Company Option Plans to permit Parent to assume, and Parent shall assume, at the Effective Time, each Company Option Plan and each of the Assumed Options and substitute shares of Parent Common Stock for the Company Common Stock purchasable under each such assumed Stock Option, which assumption and substitution shall be effected as follows (such actions by the Company shall be done in accordance with the Company Option Plans and stock option agreements under which the grants have been made, including but not limited to the authorization in Sections 9 thereof (and in compliance in all respects with Sections 7 thereof) and the Company shall obtain any other documentation from any holder of the option required as a result of the Assumed Option under the Company Option Plans and stock option agreements under which such grants have been made):
Assumption of Stock Options. 22 1.22 Warrants. . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Assumption of Stock Options. At the Effective Date, certain Employee --------------------------- Options outstanding under the Vendor's Share Option Plan - 1994 (the "Option ------ Plan"), or otherwise, shall be assumed by Purchaser as follows: ----
