Common use of Assumption of Stock Options Clause in Contracts

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.

Appears in 2 contracts

Samples: Merger Agreement (Wave Wireless Corp), Merger Agreement (Waverider Communications Inc)

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Assumption of Stock Options. At the Effective Time, each outstanding Occam Option that is then outstanding Company Stock Optionoutstanding, whether or not exercisable at the Effective Time and regardless of the respective exercise prices thereof, will be assumed by ParentANI. Each Company Stock Occam Option so assumed by Parent ANI under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in the applicable Company Occam Stock Option Plan (and any applicable stock option agreement relating to for such Company Stock Occam Option) immediately prior to the Effective Time (including any repurchase rights or vesting provisions), except that (i) each Company Stock Occam Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent ANI Common Stock equal to the product of the number of shares of Company Occam Common Stock that were issuable upon exercise of such Company Stock Occam 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 ANI Common Stock and (ii) the per share exercise price for the shares of Parent ANI Common Stock issuable upon exercise of such assumed Company Stock Occam Option will be equal to the quotient determined by dividing the exercise price per share of Company Occam Common Stock at which such Company Stock Occam Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, as adjusted, rounded up to the nearest whole cent. Each As soon as reasonably practicable, ANI will issue to each person who holds an assumed Company Stock Occam Option shall be vested immediately following a document evidencing the Effective Time as to the same percentage foregoing assumption of the total number of shares subject thereto as it was vested immediately prior to the Effective Timesuch Occam Option by ANI.

Appears in 2 contracts

Samples: Merger Agreement (Accelerated Networks Inc), Merger Agreement (Occam Networks Inc)

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Assumption of Stock Options. At the Effective Time, each then Unvested Company Option outstanding Company Stock Option, whether or not exercisable at immediately prior to the Effective Time and Time, 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 including any applicable stock option agreement relating to or other document evidencing such Company Stock Option) in effect immediately prior to the Effective Time (including any repurchase rights or vesting provisions), except that (i) each Unvested Company Stock Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of common stock of Parent (“Parent Common Stock Stock”) equal to the product of the number of shares of Company Common Stock Class E Shares that were issuable upon exercise of such Company Stock Option immediately prior to the Effective Time multiplied by the Option 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 Class E Share at which such Company Stock Option was exercisable immediately prior to the Effective Time by the Option 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.,

Appears in 1 contract

Samples: Merger Agreement (Zebra Technologies Corp/De)

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