Company Employee Stock Options. (a) As soon as ------------------------------- practicable following the date of this Agreement, the Company Board (or, if appropriate, any committee administering the Company Stock Plans) shall adopt such resolutions or take such other actions as are required, subject to any required consent of the holders, to adjust the terms of all outstanding Company Employee Stock Options and all outstanding Company SARs heretofore granted under any Company Stock Plan to provide that each Company Employee Stock Option (and any Company SAR related thereto) outstanding immediately prior to the acceptance for payment of shares of Company Common Stock pursuant to the Offer shall be canceled in exchange for a cash payment by the Company at that time of an amount equal to (i) the excess, if any, of (x) the Merger Consideration over (y) the exercise price per share of Company Common Stock subject to such Company Employee Stock Option, multiplied by (ii) the number of shares of Company Common Stock for which such Company Employee Stock Option shall not theretofore have been exercised. All amounts payable pursuant to this Section 6.04 shall be subject to any required withholding of Taxes and shall be paid without interest. (b) The Company shall use its reasonable best efforts to obtain all consents of the holders of the Company Employee Stock Options as shall be necessary to effectuate the foregoing and to ensure that following the Effective Time no holder of a Company Employee Stock Option or Company SAR or any participant in any Company Stock Plan or other Company Benefit Plan shall have any right thereunder to acquire any capital stock of the Company or the Surviving Corporation. Notwithstanding anything to the contrary contained in this Agreement, payment shall, at Parent's request, be withheld in respect of a Company Employee Stock Option until all necessary consents in respect of such Company Employee Stock Option are obtained. (c) The Company Stock Plans shall terminate as of the Effective Time, and the provisions in any other Benefit Plan providing for the issuance, transfer or grant of any capital stock of the Company or any interest in respect of any capital stock of the Company shall be deleted as of the Effective Time. (d) In this Agreement:
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Samples: Agreement and Plan of Merger (Weyerhaeuser Co), Agreement and Plan of Merger (Tj International Inc)
Company Employee Stock Options. (a) As soon as ------------------------------- practicable following the date of this Agreement, the Board of Directors of the Company Board (or, if appropriate, any committee administering the Company Employee Stock Plans) shall adopt such resolutions or take such other actions as are required, subject may be required to any required consent of effect the holders, to following:
(i) adjust the terms of all outstanding Company Employee Stock Options and all outstanding Company SARs heretofore granted under any the Company Employee Stock Plan Plans and the terms of the Company Employee Stock Plans, to provide that at the Effective Time of the Merger, each Company Employee Stock Option (and any Company SAR related thereto) outstanding immediately prior to the acceptance Effective Time of the Merger shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Employee Stock Option, the same number of shares of Parent Common Stock as the holder of such Company Employee Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such Company Employee Stock Option in full immediately prior to the Effective Time of the Merger, at a price per share equal to (y) the aggregate exercise price for payment of the shares of Company Common Stock otherwise purchasable pursuant to such Company Employee Stock option divided by (z) the number of shares of Parent Common Stock deemed purchasable pursuant to such Company Employee Stock Option; provided, however, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under either Section 422 or 423 of the Code ("qualified stock options"), the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Code;
(ii) adjust the terms of all outstanding Phantom Stock Options, SARs and LSARs granted under the Company Stock Plans to provide that, at the Effective Time of the Merger, (y) each holder of a Phantom Stock Right, SAR or LSAR shall be entitled to that number of phantom stock rights, stock appreciation rights or limited stock appreciation rights with respect to Parent Common Stock ("Parent Phantom Stock Options", "Parent SARs" or "Parent LSARs") equal to the number of Phantom Stock Options, SARs or LSARs, as the case may be, held by such holder immediately prior to the Effective Time of the Merger multiplied by the Conversion Number, and (z) the share value on the grant date with respect to each Parent Phantom Stock Option, Parent SAR or Parent LSAR, as the case may be, shall be equal to the share value on the grant date in effect with respect to the corresponding Phantom Stock Option, SAR or LSAR, as the case may be, immediately prior to the Effective Time of the Merger, divided by the Conversion Number; and
(iii) make such other changes to the Company Employee Stock Plans as it deems appropriate to give effect to the Merger (subject to the approval of Parent, which shall not be unreasonably withheld).
(b) As soon as practicable after the Effective Time of the Merger, Parent shall deliver to the holders of Company Employee Stock Options, Phantom Stock Options, SARs and LSARs appropriate notices setting forth such holders' rights pursuant to the Offer respective Company Employee Stock Plans and the agreements evidencing the grants of such Company Employee Stock Options, Phantom Stock Options, SARs and LSARs shall be canceled continue in exchange for a cash payment effect on the same terms and conditions (subject to the adjustments required by this Section 5.07 after giving effect to the Merger). Parent shall comply with the terms of the Company at Employee Stock Plans and ensure, to the extent required by, and subject to the provisions of, such Company Employee Stock Plans, that time the Company Employee Stock Options which qualified as qualified stock options prior to the Effective Time of an amount equal to (i) the excess, if any, of (x) the Merger Consideration over continue to qualify as qualified stock options after the Effective Time of the Merger.
(yc) 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 exercise price per share Company Employee Stock Options assumed in accordance with this Section 5.07. As soon as reasonably practicable after the Effective Time of Company the Merger, Parent shall file a registration statement on Form S-8 (or any successor or other appropriate form) with respect to the shares of Parent Common Stock subject to such Company Employee Stock Option, multiplied by Options and shall use reasonable efforts to maintain the effectiveness of such registration statement or registration statements (iiand maintain the current status of the prospectus or prospectuses contained therein) the number of shares of Company Common Stock for which so long as such Company Employee Stock Option Options remain outstanding. With respect to those individuals who subsequent to the Merger are subject to the reporting requirements under Section 16(a) of the Exchange Act, where applicable, Parent shall not theretofore have been exercised. All amounts payable administer the Company Employee Stock Plans assumed pursuant to this Section 6.04 shall be subject 5.07 in a manner that complies with Rule 16b-3 promulgated under the Exchange Act to any required withholding of Taxes and shall be paid without interest.
(b) The Company shall use its reasonable best efforts to obtain all consents of the holders of extent the Company Employee Stock Options as shall be necessary to effectuate the foregoing and to ensure that following the Effective Time no holder of a Company Employee Stock Option or Company SAR or any participant in any applicable Company Stock Plan or other Company Benefit Plan shall have any right thereunder to acquire any capital stock of the Company or the Surviving Corporation. Notwithstanding anything complied with such rule prior to the contrary contained in this Agreement, payment shall, at Parent's request, be withheld in respect of a Company Employee Stock Option until all necessary consents in respect of such Company Employee Stock Option are obtainedMerger.
(c) The Company Stock Plans shall terminate as of the Effective Time, and the provisions in any other Benefit Plan providing for the issuance, transfer or grant of any capital stock of the Company or any interest in respect of any capital stock of the Company shall be deleted as of the Effective Time.
(d) In this Agreement:
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Company Employee Stock Options. (a) As soon as ------------------------------- practicable following the date of this Agreement, the Board of Directors of the Company Board (or, if appropriate, any committee administering the Company Employee Stock Plans) shall adopt such resolutions or take such other actions as are required, subject may be required to any required consent of effect the holders, to following:
(i) adjust the terms of all outstanding Company Employee Stock Options and all outstanding Company SARs heretofore granted under any the Company Employee Stock Plan Plans and the terms of the Company Employee Stock Plans, to provide that at the Effective Time of the Merger, each Company Employee Stock Option (and any Company SAR related thereto) outstanding immediately prior to the acceptance Effective Time of the Merger shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Employee Stock Option, the same number of shares of Parent Common Stock as the holder of such Company Employee Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such Company Employee Stock Option in full immediately prior to the Effective Time of the Merger, at a price per share equal to (y) the aggregate exercise price for payment of the shares of Company Common Stock otherwise purchasable pursuant to the Offer shall be canceled in exchange for a cash payment such Company Employee Stock option divided by the Company at that time of an amount equal to (iz) the excess, if any, number of (x) the Merger Consideration over (y) the exercise price per share shares of Company Parent Common Stock subject deemed purchasable pursuant to such Company Employee Stock Option; provided, multiplied however, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under either Section 422 or 423 of the Code (ii) "qualified stock options"), the option price, the number of shares of Company Common Stock for which such Company Employee Stock Option shall not theretofore have been exercised. All amounts payable purchasable pursuant to this Section 6.04 such option and the terms and conditions of exercise of such option shall be subject determined in order to any required withholding of Taxes and shall be paid without interest.
(bcomply with Section 424(a) The Company shall use its reasonable best efforts to obtain all consents of the holders Code; (ii) adjust the terms of all outstanding Phantom Stock Options, SARs and LSARs granted under the Company Employee Stock Options as shall be necessary Plans to effectuate the foregoing and to ensure that following provide that, at the Effective Time no of the Merger, (y) each holder of a Company Employee Phantom Stock Option or Company Right, SAR or any participant in any Company LSAR shall be entitled to that number of phantom stock rights, stock appreciation rights or limited stock appreciation rights with respect to Parent Common Stock Plan ("Parent Phantom Stock Options", "Parent SARs" or other Company Benefit Plan shall have any right thereunder "Parent LSARs") equal to acquire any capital stock the number of Phantom Stock Options, SARs or LSARs, as the case may be, held by such holder immediately prior to the Effective Time of the Company Merger multiplied by the Conversion Number, and (z) the share value on the grant date with respect to each Parent Phantom Stock Option, Parent SAR or Parent LSAR, as the Surviving Corporation. Notwithstanding anything case may be, shall be equal to the contrary contained share value on the grant date in this Agreementeffect with respect to the corresponding Phantom Stock Option, payment shallSAR or LSAR, at Parent's requestas the case may be, be withheld in respect of a Company Employee Stock Option until all necessary consents in respect of such Company Employee Stock Option are obtained.
(c) The Company Stock Plans shall terminate as immediately prior to the Effective Time of the Effective TimeMerger, and divided by the provisions in any other Benefit Plan providing for the issuance, transfer or grant of any capital stock of the Company or any interest in respect of any capital stock of the Company shall be deleted as of the Effective Time.
(d) In this Agreement:Conversion Number; and
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Company Employee Stock Options. (a) As soon as ------------------------------- practicable following the date of this Agreement, the Board of Directors of the Company Board (or, if appropriate, any committee administering the Company Employee Stock Plans) shall adopt such resolutions or take such other actions as are required, subject may be required to any required consent of effect the holders, to following:
(i) adjust the terms of all outstanding Company Employee Stock Options and all outstanding Company SARs heretofore granted under any the Company Employee Stock Plan Plans and the terms of the Company Employee Stock Plans, to provide that at the Effective Time of the Merger, each Company Employee Stock Option (and any Company SAR related thereto) outstanding immediately prior to the acceptance Effective Time of the Merger shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Employee Stock Option, the same number of shares of Parent Common Stock as the holder of such Company Employee Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such Com- pany Employee Stock Option in full immediately prior to the Effective Time of the Merger, at a price per share equal to (y) the aggregate exercise price for payment of the shares of Company Common Stock otherwise purchasable pursuant to such Company Employee Stock option divided by (z) the number of shares of Parent Common Stock deemed purchasable pursuant to such Company Employee Stock Option; provided, however, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under either Section 422 or 423 of the Code ("qualified stock options"), the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Code;
(ii) adjust the terms of all outstanding Phantom Stock Options, SARs and LSARs granted under the Company Stock Plans to provide that, at the Effec- tive Time of the Merger, (y) each holder of a Phantom Stock Right, SAR or LSAR shall be entitled to that number of phantom stock rights, stock appreciation rights or limited stock appreciation rights with respect to Parent Common Stock ("Parent Phantom Stock Options", "Parent SARs" or "Parent LSARs") equal to the number of Phantom Stock Options, SARs or LSARs, as the case may be, held by such holder immediately prior to the Effective Time of the Merger multiplied by the Conversion Number, and (z) the share value on the grant date with respect to each Parent Phantom Stock Option, Parent SAR or Parent LSAR, as the case may be, shall be equal to the share value on the grant date in effect with respect to the corresponding Phantom Stock Option, SAR or LSAR, as the case may be, immediately prior to the Effective Time of the Merger, divided by the Conversion Number; and
(iii) make such other changes to the Company Employee Stock Plans as it deems appropriate to give effect to the Merger (subject to the approval of Parent, which shall not be unreasonably withheld).
(b) As soon as practicable after the Effective Time of the Merger, Parent shall deliver to the holders of Company Employee Stock Options, Phantom Stock Options, SARs and LSARs appropriate notices setting forth such holders' rights pursuant to the Offer respective Company Employee Stock Plans and the agree- ments evidencing the grants of such Company Employee Stock Options, Phantom Stock Options, SARs and LSARs shall be canceled continue in exchange for a cash payment effect on the same terms and conditions (subject to the adjustments required by this Section 5.07 after giving effect to the Merger). Parent shall comply with the terms of the Company at Employee Stock Plans and ensure, to the extent required by, and subject to the provisions of, such Company Employee Stock Plans, that time the Company Employee Stock Options which qualified as qualified stock options prior to the Effective Time of an amount equal to (i) the excess, if any, of (x) the Merger Consideration over continue to qualify as qualified stock options after the Effective Time of the Merger.
(yc) 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 exercise price per share Company Employee Stock Options assumed in accordance with this Section 5.07. As soon as reasonably practicable after the Effective Time of Company the Merger, Parent shall file a registration statement on Form S-8 (or any successor or other appropriate form) with respect to the shares of Parent Common Stock subject to such Company Employee Stock Option, multiplied by Options and shall use reasonable efforts to maintain the effectiveness of such registration statement or registration statements (iiand maintain the current status of the prospectus or prospectuses contained therein) the number of shares of Company Common Stock for which so long as such Company Employee Stock Option Options remain outstanding. With respect to those individuals who subsequent to the Merger are subject to the reporting requirements under Section 16(a) of the Exchange Act, where applicable, Parent shall not theretofore have been exercised. All amounts payable administer the Company Employee Stock Plans assumed pursuant to this Section 6.04 shall be subject 5.07 in a manner that complies with Rule 16b-3 promulgated under the Exchange Act to any required withholding of Taxes and shall be paid without interest.
(b) The Company shall use its reasonable best efforts to obtain all consents of the holders of extent the Company Employee Stock Options as shall be necessary to effectuate the foregoing and to ensure that following the Effective Time no holder of a Company Employee Stock Option or Company SAR or any participant in any applicable Company Stock Plan or other Company Benefit Plan shall have any right thereunder to acquire any capital stock of the Company or the Surviving Corporation. Notwithstanding anything complied with such rule prior to the contrary contained in this Agreement, payment shall, at Parent's request, be withheld in respect of a Company Employee Stock Option until all necessary consents in respect of such Company Employee Stock Option are obtainedMerger.
(c) The Company Stock Plans shall terminate as of the Effective Time, and the provisions in any other Benefit Plan providing for the issuance, transfer or grant of any capital stock of the Company or any interest in respect of any capital stock of the Company shall be deleted as of the Effective Time.
(d) In this Agreement:
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