Common use of Assumption of Stock Options Clause in Contracts

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. At the Effective Time, each then --------------------------- outstanding Oplink Company Stock Option, whether or not exercisable at the Effective Time and regardless of the respective exercise prices thereof, will be assumed by AvanexParent. Each Oplink Company Stock Option so assumed by Avanex Parent under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in the applicable Oplink Company Stock Option Plan (and any applicable stock option agreement for relating to such Oplink Company Stock Option) immediately prior to the Effective Time (including any repurchase rights or vesting provisions), except that (i) each Oplink Company Stock Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Avanex Parent Common Stock equal to the product of the number of shares of Oplink Company Common Stock that were issuable upon exercise of such Oplink 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 Avanex Parent Common Stock and (ii) the per share exercise price for the shares of Avanex Parent Common Stock issuable upon exercise of such assumed Oplink Company Stock Option will be equal to the quotient determined by dividing the exercise price per share of Oplink Company Common Stock at which such Oplink 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 Oplink 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 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. At the Effective Time, each outstanding Occam Option that is then --------------------------- outstanding Oplink Optionoutstanding, whether or not exercisable at the Effective Time and regardless of the respective exercise prices thereof, will be assumed by AvanexANI. Each Oplink Occam Option so assumed by Avanex ANI under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in the applicable Oplink Occam Stock Option Plan (and any applicable stock option agreement for such Oplink Occam Option) immediately prior to the Effective Time (including any repurchase rights or vesting provisions), except that (i) each Oplink Occam Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Avanex ANI Common Stock equal to the product of the number of shares of Oplink Occam Common Stock that were issuable upon exercise of such Oplink Occam Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Avanex ANI Common Stock and (ii) the per share exercise price for the shares of Avanex ANI Common Stock issuable upon exercise of such assumed Oplink Occam Option will be equal to the quotient determined by dividing the exercise price per share of Oplink Occam Common Stock at which such Oplink Occam 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 Datepracticable, Avanex ANI will issue to each person who holds an assumed Oplink Occam Option a document evidencing the foregoing assumption of such Oplink Occam Option by AvanexANI.

Assumption of Stock Options. At the Effective Time, each then --------------------------- outstanding Oplink OptionCompaq Option (including each Compaq SAR), whether or not exercisable at the Effective Time and regardless of the respective exercise (or base) prices thereof, will be assumed by AvanexHP. Each Oplink Compaq Option so assumed by Avanex HP under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in the applicable Oplink Stock Compaq Option Plan (and including any applicable stock option agreement for or other document evidencing such Oplink Compaq Option) immediately prior to the Effective Time (including any repurchase rights or vesting provisions), except that (i) each Oplink Compaq Option will be exercisable (or will become exercisable in accordance with its terms) for (or will relate to, in the case of a Compaq SAR)) that number of whole shares of Avanex HP Common Stock equal to the product of the number of shares of Oplink Compaq Common Stock that were issuable upon exercise of such Oplink Compaq Option (or, in the case of Compaq SARs, the number of shares of Compaq Common Stock subject to such Compaq SAR) immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Avanex HP Common Stock and (ii) the per share exercise price for the shares of Avanex HP Common Stock issuable upon exercise of such assumed Oplink Compaq Option (or the base price to which the assumed Compaq SAR relates) will be equal to the quotient determined by dividing the exercise price per share of Oplink Compaq Common Stock at which such Oplink Compaq Option was exercisable (or the base price subject to the Compaq SAR) immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent. Each assumed Oplink Compaq Option (including each Compaq SAR) 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 Compaq Option (or Compaq SAR) by its terms in effect prior to the date hereof provides for acceleration of vesting. As soon as reasonably practicable following the Closing Datepracticable, Avanex HP will issue to each person Person who holds an assumed Oplink Compaq Option (including each Compaq SAR) a document evidencing the foregoing assumption of such Oplink Compaq Option (including each Compaq SAR) by AvanexHP.

Assumption of Stock Options. At the Effective Time, each then --------------------------- outstanding Oplink OptionMaxim Option granted under the 1993 Plan, whether or not exercisable at the Effective Time and regardless of the respective exercise prices thereof, will be assumed by AvanexEpiCept. At the Effective time, each then outstanding Maxim Option granted under the other Maxim Stock Option Plans, which Maxim Option has an exercise price of $20.00 per share or less, whether or not exercisable at the Effective Time, will be assumed by EpiCept. Each Oplink Maxim Option so assumed by Avanex EpiCept under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in the applicable Oplink Maxim Stock Option Plan (and any applicable stock option agreement for such Oplink Maxim Option) immediately prior to the Effective Time (including any repurchase rights or vesting provisions), except that (i) each Oplink Maxim Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Avanex EpiCept Common Stock equal to the product of the number of shares of Oplink Maxim Common Stock that were issuable upon exercise of such Oplink Maxim Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Avanex EpiCept Common Stock and (ii) the per share exercise price for the shares of Avanex EpiCept Common Stock issuable upon exercise of such assumed Oplink Maxim Option will be equal to the quotient determined by dividing the exercise price per share of Oplink Maxim Common Stock at which such Oplink Maxim Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent. Each assumed Oplink Maxim 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 EpiCept will issue to each person who holds an assumed Oplink Maxim Option a document evidencing the foregoing assumption of such Oplink Maxim Option by AvanexEpiCept. Maxim shall use commercially reasonable efforts to obtain the agreement of each holder of options granted under the 1993 Plan that have an exercise price above $20.00 per share to the termination of such options immediately prior to the Effective Time and shall take action under the other Maxim Stock Option Plans such that each outstanding Maxim Option granted under the other Maxim Stock Option Plans that has an exercise price above $20.00 per share shall terminate on or prior to the Effective time.

Assumption of Stock Options. At The parties hereto shall take all requisite action so that, at the Effective Time, each then --------------------------- outstanding Oplink Proxim Option, whether or not exercisable at the Effective Time and regardless of the respective exercise prices thereof, will be assumed by AvanexWestern Multiplex. Each Oplink Proxim Option so assumed by Avanex Western Multiplex under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in the applicable Oplink Proxim Stock Option Plan (and any applicable stock option agreement for such Oplink Proxim Option) immediately prior to the Effective Time (including any repurchase rights or vesting provisions), except that (i) each Oplink Proxim Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Avanex Western Multiplex Common Stock equal to the product of the number of shares of Oplink Proxim Common Stock that were issuable upon exercise of such Oplink Proxim Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Avanex Western Multiplex Common Stock and (ii) the per share exercise price for the shares of Avanex Western Multiplex Common Stock issuable upon exercise of such assumed Oplink Proxim Option will be equal to the quotient determined by dividing the exercise price per share of Oplink Proxim Common Stock at which such Oplink Proxim Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent. Each assumed Oplink Proxim 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 Western Multiplex will issue to each person who holds an assumed Oplink Proxim Option a document evidencing the foregoing assumption of such Oplink Proxim Option by AvanexWestern Multiplex.

Assumption of Stock Options. (a) At the Effective Time, each then --------------------------- unexpired and unexercised option to purchase shares of Inmark Common Stock (an "Inmark Option") granted under the stock option plans and agreements of Inmark outstanding Oplink Option, whether or not exercisable at immediately prior to the Effective Time and regardless of the respective exercise prices thereof, will shall be assumed by AvanexRogue Wave (an "Assumed Option"). Schedule 2.2(a) of the Inmark Disclosure Statement sets forth a true and complete list as of the date hereof of all holders of Inmark Options exercisable to purchase shares of Inmark Common Stock, including the number of shares of Inmark Common Stock subject to such options, a breakdown as between vested and unvested options, the exercise price per share and the term of such options. Each Oplink Inmark Option so assumed by Avanex under this Agreement Rogue Wave will continue to have, and be subject to, substantially the same terms and conditions set forth in the applicable Oplink Stock documents governing such Inmark 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)Time, except that (iA) each Oplink such Assumed Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Avanex Rogue Wave Common Stock equal to the product of the number of shares of Oplink Inmark Common Stock that were issuable upon exercise of purchasable under such Oplink Assumed Option immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Avanex Rogue Wave Common Stock Stock, and (iiB) the per share exercise price for the shares of Avanex Rogue Wave's Common Stock issuable upon exercise of such assumed Oplink Assumed Option will be equal to the quotient determined obtained by dividing the exercise price per share of Oplink Inmark Common Stock at which such Oplink Inmark Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded rounding up to the nearest whole cent. Each assumed Oplink Option shall be vested immediately following Consistent with the Effective Time as to the same percentage terms of the total number Inmark Options and the documents governing such Inmark Options, the Merger will not terminate or accelerate any Assumed Option (other than an Assumed Option for one holder of an Inmark Option) or any right of exercise, vesting or repurchase relating thereto with respect to 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 Rogue Wave Common Stock acquired upon exercise of such Oplink Option by AvanexInmark Option.