Common use of Assumption of Stock Options Clause in Contracts

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. (i) At Unless Parent, Merger Sub and the Company agree otherwise, Parent, Merger Sub and the Company shall take all actions necessary to provide that effective as of the Effective Time, each outstanding option to purchase shares of Company Common Stock (each, a "Stock Company Option," and collectively, the "Company Options") granted under the Company's 1987 1998 Stock Option Plan (including the UK and 1990 French Sub Plans thereto), Cadabra Inc. 1998 Stock Option Plan, each as amended to date Xxxxxxxxxxxx.xxx, Inc. 1999 Stock Award Plan and Xxxxxxxxxxxx.xxx, Inc. 1999 Executive Stock Award Plan (collectively, the "Company Stock 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 vested or unvestednot then exercisable or vested, shall be assumed by Parent as of the Effective Time. As of the Effective Time, each such Company Option shall cease to represent a right to acquire shares of Company Common Stock and constitute shall be converted automatically into an option to acquirepurchase shares of Parent Common Stock in an amount, on at an exercise price and subject to such terms and conditions determined as provided below. Each Company Option so assumed by Parent shall be subject to, and exercisable and vested upon, the same terms and conditions as were under the applicable under such Option Plan and the applicable option and other related agreements issued thereunder, except that (A) each assumed Company Option shall be exercisable for, and represent the right to acquire, that number of shares of Parent Common Stock Option prior to the Effective Time, the number (rounded up down to the nearest whole numbershare) 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 (yi) the number of Parent Shares deemed purchasable pursuant shares of Company Common Stock subject 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.Company