Common use of Assumption of Stock Options Clause in Contracts

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. (a) Subject to applicable LawSections 5.4(b), Parent and at the Company shall take such actions, including (Offer Acceptance Time all rights with respect to the Company) any necessary amendment of the Company Common Stock Options and the under each Company Option Plans then outstanding shall be converted into and become rights with respect to permit Parent to assumeCommon Stock, and Parent shall assume, at assume each such Company Option in accordance with the Effective terms and conditions (as in effect as of the date of this Agreement) of the stock option plan under which it was issued and the terms and conditions of the stock option agreement by which it is evidenced. From and after the Offer Acceptance Time, subject to Section 5.4(f), (i) each Company Option Plan and each of the Assumed Options and substitute assumed by Parent may be exercised solely for shares of Parent Common Stock for the Company Common Stock purchasable under each such assumed Stock OptionStock, 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): (aii) the number of shares of Parent Common Stock purchasable under the Assumed subject to each such Company Option shall be equal to 0.386 (the “Conversion Fraction”) times the number of shares of Company Common Stock underlying the Assumed subject to such Company Option (with any fractional amount rounded immediately prior to the next lowest full Offer Acceptance Time multiplied by the Exchange Ratio, rounding down to the nearest whole share); , (biii) the per share exercise price of under each such Assumed Company Option shall be an amount (with fractional amounts rounded to the next highest cent) equal to adjusted by dividing the per share exercise price of the Stock under such Company Option being assumed divided by the Conversion Fraction; and Exchange Ratio and rounding up to the nearest cent, and (civ) any restriction on the exercise of any such Company Option shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of each Assumed such Company Option shall otherwise remain in effect (including acceleration of exercisability resulting from applicable employment or retention agreements)unchanged; providedPROVIDED, HOWEVER, that each Company Option assumed by Parent in the event of accordance with this Section 5.4(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any recapitalization, stock split, stock dividend, reverse stock split-up, combinationreclassification, exchange of shares recapitalization or other reclassification similar transaction effected subsequent to the Offer Acceptance Time. (b) Notwithstanding anything to the contrary contained in respect this Section 5.4, in lieu of Parent’s assuming outstanding shares Company Options in accordance with Section 5.4(a), Parent may, with the consent of capital stock following the date hereof, there shall be an equitable adjustment each optionholder with respect heretoto such optionholders options, cause such outstanding Company Options to be replaced by issuing reasonably equivalent replacement stock options in substitution therefor.

Assumption of Stock Options. Subject (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 Lawunder 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 and the Company shall take such actions, including (will honor all obligations with respect to such Stock Options under the Company) any necessary amendment terms of the such Stock Options and the Company Stock Option Plans to permit Parent to assume, and Parent shall assume, at as in effect on the date hereof. At the Effective Time, each the Company Stock Option Plan and each of Plans shall be amended to require that the Assumed Options and substitute shares of Parent Common Stock for stock issuable and deliverable upon the Company Common Stock purchasable under each such assumed exercise of a Stock Option, which assumption and substitution or any portion thereof, shall be effected as follows (such actions unissued shares or issued shares which then have been reacquired by the Company Parent, but no other amendments shall be done made except as provided herein. (ii) As soon as practicable after the Effective Time (but in accordance with the Company Option Plans and stock option agreements under which the grants have been madeany event within five (5) business days), including but not limited Parent shall deliver 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 each 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 an outstanding 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.Option

Assumption of Stock Options. Subject Sterling shall assume the obligations of HBI under the stock options, outstanding as of the date of this Agreement, to purchase 132,657 shares of HBI Common Stock which remain unexercised on the Effective Date (the "HBI Options"). The holder(s) of the HBI Options shall receive stock options (the "Exchange Options") to purchase, on the same terms and conditions as were applicable Lawunder the assumed HBI Options, Parent a number of shares of Sterling Common Stock equal to the product of the Exchange Ratio and the Company number of shares of HBI Common Stock subject to such HBI Options. The option exercise price per share of the Exchange Options shall take such actions, including (with respect be equal to the Companyoption exercise price per share of HBI Common Stock divided by the Exchange Ratio (the option price per share, as so determined, being rounded upward to the nearest full cent). The Exchange Options to be received by the HBI Option holders shall be subject to proportional adjustment under Section 2.1(b) any necessary amendment of this Agreement; provided, however, that the Stock obligation to assume the HBI Options by Sterling is conditioned upon receipt of copies of all executed outstanding options as disclosed on Annex 2.1(c) and the Company Option Plans to permit Parent to assume, and Parent shall assume, at the Effective Time, each Company Option Plan and receipt of agreements from each of the Assumed holders of HBI Options and substitute shares of Parent Common Stock for to accept the Company Common Stock purchasable under each such assumed Stock Option, which assumption and substitution Exchange Options in exchange therefor. Each Exchange Option shall be effected as follows (such actions by the Company shall be done exercisable 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 terms of the option required corresponding HBI Option (including any acceleration of exercisability as a result of the Assumed Merger and giving effect to the Exchange Ratio, as provided herein). To the extent an HBI Option under the Company Option Plans and qualifies as an incentive stock option agreements under which such grants have been made): (a) Section 422 of the Code, the corresponding Exchange Option shall also so qualify, to the extent permitted by the PCBL, the federal tax laws and the "pooling of interest"accounting rules. Prior to the Effective Time, Sterling shall reserve for issuance and, if not previously registered pursuant to the Securities Act of 1933, as amended, register the number of shares of Parent Sterling Common Stock purchasable under necessary to satisfy Sterling's obligations with respect to the Assumed Option shall be equal to 0.386 (the “Conversion Fraction”) times the number issuance of shares of Company Sterling's Common Stock underlying the Assumed Option (with any fractional amount rounded pursuant 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 heretoExchange Options.

Assumption of Stock Options. Subject to applicable LawUnless Parent, Parent Merger Sub and the Company agree otherwise, Parent, Merger Sub and the Company shall take such actions, including (with respect all actions necessary to the Company) any necessary amendment provide that effective as of the Stock Options and the Company Option Plans to permit Parent to assume, and Parent shall assume, at the Effective Time, each outstanding option to purchase shares of Company Common Stock (each, a "Company Option," and collectively, the "Company Options") granted under the Company's 1998 Stock Plan (including the UK and French Sub Plans thereto), Cadabra Inc. 1998 Stock Option Plan, Xxxxxxxxxxxx.xxx, Inc. 1999 Stock Award Plan and Xxxxxxxxxxxx.xxx, Inc. 1999 Executive Stock Award Plan (collectively, the "Enumerated Option Plans"), and any other stock option plan, program or agreement to which the Company or any of its Subsidiaries is a party (together with the Enumerated Option Plans, each, an "Option Plan" and collectively, the "Option Plans") that is outstanding immediately prior to the Effective Time, whether or not then exercisable or vested, shall be assumed by Parent as of the Effective Time. As of the Effective Time, each such Company Option Plan shall cease to represent a right to acquire shares of Company Common Stock and each of the Assumed Options and substitute shall be converted automatically into an option to purchase shares of Parent Common Stock for the in an amount, at an exercise price and subject to such terms and conditions determined as provided below. Each Company Common Stock purchasable under each such Option so assumed Stock Option, which assumption and substitution by Parent shall be effected subject to, and exercisable and vested upon, the same terms and conditions as follows under the applicable Option Plan and the applicable option and other related agreements issued thereunder, except that (such actions by the A) each assumed Company Option shall be done in accordance with exercisable for, and represent the Company Option Plans and stock option agreements under which the grants have been maderight to acquire, 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 that number of shares of Parent Common Stock purchasable under (rounded down to the Assumed Option shall be nearest whole share) equal to 0.386 (the “Conversion Fraction”i) times the number of shares of Company Common Stock underlying the Assumed Option (with any fractional amount rounded subject 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.Company

Assumption of Stock Options. Subject to applicable Law, Parent and (a) At the Company shall take such actions, including (Effective Time all rights with respect to the Company) any necessary amendment of the Company Common Stock Options under each Employee Option then outstanding shall be converted into and the Company Option Plans become rights with respect to permit Parent to assumeCommon Stock, and Parent shall assume, at assume each such Employee Option in accordance with the terms and conditions (as in effect as of the date of this Agreement) of the Employee Option Plan under which it was issued and the terms and conditions of the stock option agreement by which it is evidenced. From and after the Effective Time, (i) each Company Employee Option Plan and each of the Assumed Options and substitute assumed by Parent may be exercised solely for shares of Parent Common Stock for the Company Common Stock purchasable under each such assumed Stock OptionStock, 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): (aii) the number of shares of Parent Common Stock purchasable under the Assumed subject to each such Employee Option shall be equal to 0.386 (the “Conversion Fraction”) times the number of shares of Company Common Stock underlying the Assumed subject to such Employee Option (with any fractional amount rounded immediately prior to the next lowest full Effective Time multiplied by the Exchange Ratio, rounding down to the nearest whole share); , (biii) the per share exercise price of under each such Assumed Employee Option shall be an amount (with fractional amounts rounded to the next highest cent) equal to adjusted by dividing the per share exercise price of the Stock under such Employee Option being assumed divided by the Conversion Fraction; andExchange Ratio and rounding up to the nearest cent, and (iv) any restriction on the exercise of any such Employee Option shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Employee Option shall otherwise remain unchanged, except as otherwise provided in such Employee Option with respect to a "change of control". (b) Prior to the Effective Time, the Company shall take all action that may be necessary (under the plans pursuant to which Employee Options are outstanding and otherwise) to effectuate the provisions of this Section 5.4 and to ensure that, from and after the Effective Time, holders of Employee Options have no rights with respect thereto other than those specifically provided in this Section 5.4. (c) Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery under the Employee Options Plans assumed in accordance with this Section 5.4. (d) Parent shall not assume the Director Option Plan or any other Director Options outstanding thereunder. Each Director Option outstanding under the Director Option Plan shall be treated in accordance with the provisions of each Assumed the Director Option shall remain in effect (Plan, including acceleration of exercisability resulting from applicable employment or retention agreementsSection 4.2(c); 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. 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 At the Effective Time, each Company Option Plan and Parent shall assume each of the Assumed Options and substitute shares of Parent options to purchase NextPoint Common Stock for identified on Attachment 3.2(a) to the Company Common Stock purchasable under Diclosure Schedule (the "STOCK OPTIONS") and each such assumed Stock Optionholder thereof (each an "OPTION HOLDER") shall thereby be entitled to acquire, which assumption by virtue of the Merger and substitution shall without any action on the part of the Option Holder, on substantially the same terms and subject to the same conditions, except as may be effected as follows (such actions by the Company shall be done provided in accordance any agreement with the Company Option Plans and stock option agreements under which the grants have been madeHolder, 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 determined by MULTIPLYING (the “Conversion Fraction”i) times the number of shares of Company NextPoint Common Stock underlying the Assumed for which such Stock Option (is then exercisable in accordance with any fractional amount rounded its terms immediately prior to the next lowest full Effective Time by (ii) the quotient of the Participation Amount DIVIDED BY the Average Price (rounded down to the nearest whole share); (b) the , 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 NextPoint Common Stock of such Assumed Stock Option shall be an amount (with fractional amounts rounded immediately prior to the next highest cent) equal Effective Time by the quotient of the Participation Amount DIVIDED BY the Average Price. It is the intention of the parties that the Stock Options assumed by Parent qualify following the Effective Time as "incentive stock options" under Section 422 of the Code to the per share exercise price extent the Stock Options qualified as incentive stock options immediately prior to the Effective Time. Except as specifically contemplated by this Agreement or the Transaction Documents, the term, exercisability, vesting schedule, and all of the other terms of the Stock Option being assumed divided by the Conversion Fraction; and (c) any other provisions of each Assumed Option Options shall otherwise 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 unchanged. Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of the Stock Options assumed in accordance with this Section 2.7. Within 15 days after the Effective Time, Parent shall file a Registration Statement on Form S-8 (or other reclassification in any successor form) under the Securities Act of 1933 (as amended, the "SECURITIES ACT") with respect of Parent’s outstanding to all shares of capital stock following Parent Common Stock subject to such Stock Options that may be registered on a Form S-8, and shall use its best efforts to maintain the date hereof, there shall be an equitable adjustment with respect heretoeffectiveness of such Registration Statement for so long as such Options remain outstanding.

Assumption of Stock Options. Subject (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 Lawunder 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 and the Company shall take such actions, including (will honor all obligations with respect to such Stock Options under the Company) any necessary amendment terms of the such Stock Options and the Company Stock Option Plans to permit Parent to assume, and Parent shall assume, at 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. (ii) As soon as practicable after the Effective Time (but in any event within five (5) business days), Parent shall deliver to each Company holder of an outstanding Stock Option Plan an appropriate notice setting forth such holder's rights pursuant thereto, and each such Stock Option shall otherwise continue in effect on the same terms and conditions (including antidilution provisions) as were in effect prior to the Effective Time. (iii) Parent has taken all corporate action necessary to reserve for issuance a sufficient number of Parent Shares for delivery pursuant to the terms set forth in this Section 1.06(c). (iv) Subject to any applicable limitations under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), Parent shall file a Registration Statement on Form S-8 (or any successor form), which may be in the form of a post-effective amendment to the Registration Statement (as defined below), with the Securities and Exchange Commission (the "SEC"), effective on the date of the Assumed Options and substitute Effective Time, with respect to the 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 issuable upon 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 Options, and shall use all reasonable efforts to maintain the Conversion Fraction; and effectiveness of such registration statement (cand maintain the current status of the prospectus or prospectuses contained therein) any other provisions of each Assumed Option for so long as such Stock Options 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 heretooutstanding.