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. 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):
(a) the number of shares of Parent Common Stock purchasable under the Assumed Option shall be equal to 0.386 (the “Conversion Fraction”) times the number of shares of Company Common Stock underlying the Assumed Option (with any fractional amount rounded to the next lowest full share);
(b) the per share exercise price of such Assumed Option shall be an amount (with fractional amounts rounded to the next highest cent) equal to the per share exercise price of the Stock Option being assumed divided by the Conversion Fraction; and
(c) any other provisions of each Assumed Option shall remain in effect (including acceleration of exercisability resulting from applicable employment or retention agreements); provided, that in the event of any recapitalization, stock split, split-up, combination, exchange of shares or other reclassification in respect of Parent’s outstanding shares of capital stock following the date hereof, there shall be an equitable adjustment with respect hereto.
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, each then outstanding Company Stock Option, whether or not exercisable at the Effective Time and regardless of the respective exercise prices thereof, will be assumed by Parent. Each Company Stock 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 Stock Option Plan (and any applicable stock option agreement relating to such Company Stock Option) immediately prior to the Effective Time (including any repurchase rights or vesting provisions), except that (i) each Company Stock 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 Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, as adjusted, 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 Stock Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Company Stock Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, as adjusted, rounded up to the nearest whole cent. Each assumed Company Stock 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 immediately prior to the Effective Time.
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. 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. 22 1.22 Warrants. . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Assumption of Stock Options. (a) Schedules 2.5(a) and 2.5(b) set forth a list of each director and employee stock option outstanding on the date of the First Agreement, whether or not fully exercisable (collectively, the "PCI Stock Options"), to purchase PCI Common Stock heretofore granted or assumed by PCI pursuant to any stock option, stock purchase or similar plan adopted, assumed or maintained at any time by PCI, any of its controlled Affiliates or any of their respective predecessors in interest, including but not limited to the PCI 1993 Stock Option Plan, the PCI 1994 Non-Employee Director Stock Option Plan, the PCI 1996 Stock Option Plan, and the PCI 1996 Non-Employee Director Stock Option Plan, each as amended and in effect on the date of the First Agreement (collectively the "PCI Option Plans"). Schedules 2.5(a) and 2.5(b) also set forth with respect to each PCI Stock Option the option exercise price, the number of shares subject to the option, any related stock appreciation rights, the dates of grant, vesting, exercisability and expiration of the option and whether the option is an incentive stock option or a non-qualified stock option. All rights under the PCI Stock Options shall be treated as provided in this Section 1.21, and to the extent the terms of the PCI Option Plans and/or of any related agreements are inconsistent with the treatment to be accorded to the PCI Stock Options pursuant to this Section 1.21, then PCI shall cause the PCI Option Plans and/or any related agreements with affected participants to be amended, and all required third party, governmental and regulatory body consents or approvals to such amendments to be procured, such that all such inconsistencies shall be eliminated by the Effective Time of the Merger.
(b) Each PCI Stock Option outstanding immediately prior to the Effective Time of the Merger shall be converted at the Effective Time of the Merger into an issued and outstanding option of Nextel in accordance with the terms of the PCI Option Plans, so that (i) from and after the Effective Time of the Merger, each such PCI Stock Option may be exercised only for shares of Nextel Common Stock notwithstanding any contrary provision of the PCI Option Plans or stock option agreements executed in connection therewith, (ii) each such PCI Stock Option shall at the Effective Time of the Merger become an option to purchase a number of shares of Nextel Common Stock equal to the quotient arrived at by dividing the number of shares of PCI Common Stock subject ...
