Company Equity Plans. (a) Effective as of the Effective Time, the Company shall (i) terminate the Company’s 2005 Long Term Incentive Plan, 2003 Long Term Incentive Plan, Amended and Restated Stock Incentive Plan and Director’s Stock Incentive Plan and any predecessor plans thereto, each as amended through the date of this Agreement (collectively, the “Option Plans”), and (ii) cancel, at the Effective Time, each outstanding option to purchase shares of common stock of the Company granted under the Option Plans or otherwise (each, an “Option”) that is outstanding and unexercised as of such date. Each holder of an Option that is outstanding and unexercised at the Effective Time whether or not vested pursuant to the terms of the applicable Option Plan shall be entitled to receive from the Surviving Corporation immediately after the Effective Time, in exchange for the cancellation of such Option, an amount in cash equal to the excess, if any, of (x) the Merger Consideration over (y) the per share exercise price of such Option, multiplied by the number of Shares subject to such Option as of the Effective Time. Any such payments shall be subject to all applicable Tax withholding requirements.
(b) The Surviving Corporation shall be entitled to deduct and withhold from the amounts otherwise payable pursuant to Section 2.3(a) to any holder of Options such amounts as the Surviving Corporation is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign tax Law. To the extent that amounts are so deducted and withheld by the Surviving Corporation and paid to the appropriate Taxing Authorities, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Options in respect of which such deduction and withholding was made by Merger Sub.
(c) As soon as practicable following the date of this Agreement, the Company Board of Directors (or, if appropriate, any committee or subcommittee thereof administering the Option Plans) shall adopt such resolutions or take such other actions as may be required to provide for the lapse as of the Effective Time of all forfeiture provisions applicable to any shares of Restricted Stock. Each holder of Restricted Stock shall be treated as a holder of the corresponding number of Shares as of the Effective Time in accordance with the terms of Section 2.2 in the same manner as other Shares issued and outstanding as of immediately prior to ...
Company Equity Plans. Section 2.8(d) Company Material Contracts........................................Section 3.1(l) Company Permits...................................................Section 3.1(g) Company Options...................................................Section 2.8(d) Company Rights Agreement ...................................
Company Equity Plans. “Company Equity Plans” shall mean the Company’s 2014 Omnibus Incentive Plan and 2008 Equity Incentive Plan.
Company Equity Plans. “Company Equity Plans” shall mean the Company’s Amended and Restated 2001 Stock Incentive Plan, the Company’s Amended and Restated 2006 Stock Incentive Plan and the Company’s 2016 Equity Incentive Plan.
Company Equity Plans. (a) As of the Effective Time, each option to purchase Common Stock or stock appreciation right regardless of whether settleable in Common Stock, cash or both (collectively, the “Company Stock Option Awards”) granted under any equity based compensation plan of the Company (the “Company Stock Plans”), that is outstanding under a Company Stock Plan immediately prior to the Effective Time, whether or not then vested or exercisable, shall be, by virtue of the Merger and, except as otherwise provided below, without any action on the part of Parent, Merger Sub or the holders of the Company Stock Option Awards, be cancelled and the holder of such Company Stock Option Awards will, in full settlement of such Company Stock Option Awards, receive from or on behalf of Merger Sub a single lump sum cash payment in an amount (subject to any applicable withholding Tax) equal to the product of (x) the excess, if any, of the Merger Consideration over the exercise price or base price, as applicable, per share subject to such Company Stock Option Award, multiplied by (y) the total number of shares of Common Stock subject to such Company Stock Option Award (the aggregate amount of such cash payments hereinafter referred to as the “Option Award Consideration”). Merger Sub shall pay or cause to be paid to holders of the Company Stock Option Awards the Option Award Consideration as soon as practicable, and in any event within 30 business days (as such term is defined in Rule 14d-1(g)(3) promulgated under the Exchange Act, “Business Days”), following the Effective Time. In the event that the exercise price or base price, as applicable, of any Company Stock Option Award is equal to or greater than the Merger Consideration, such Company Stock Option Award shall be cancelled without payment therefor and have no further force or effect.
(b) As of the Effective Time, each restricted stock award, whether performance-based, time-based or otherwise (the “Company Restricted Stock Awards”) that is outstanding under any Company Stock Plan immediately prior to the Effective Time, whether or not then vested, shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and converted into the right to receive a single lump sum cash payment in an amount (subject to any applicable withholding Tax) equal to the product of (x) the Merger Consideration multiplied by (y) the total number of shares of Common Stock subject to such Company Restricted Stock Award (t...
Company Equity Plans. “Company Equity Plans” shall mean the 2002 Plan, 2004 Plan, 2004 Directors’ Plan, ESPP and inducement stock option grants and all agreements pursuant to the terms and conditions thereof.
Company Equity Plans. Prior to the Closing, the Company shall take, or cause to be taken, all necessary or appropriate actions under the Company Equity Plans (and the underlying grant, award or similar agreements) or otherwise to give effect to the provisions of this Section 2.1.
Company Equity Plans. “Company Equity Plans” shall mean the 2006 Plan, the 2010 Plan and the 2010 Director’s Plan.
Company Equity Plans. Section 3.5(b) of the Company Disclosure Letter sets forth a complete and accurate list of all Company Equity Plans or any other plan or agreement adopted by the Company that provides for the issuance of equity to any current or former service provider of the Company. The Company has made available to Parent complete and accurate copies of all Company Equity Plans and the forms of all award agreements evidencing outstanding Company Equity Awards, and all agreements under the Company Equity Plans that materially deviate from such forms of award agreement.
Company Equity Plans. (a) At the Effective Time, each outstanding Option to purchase Company Shares (a "Company Stock Option") under the Company Option Plans, whether vested or unvested, shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, the same number shares of Buyer Common Stock as the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time (rounded downward to the nearest whole number), at a price per share (rounded upward to the nearest whole cent) equal to (y) the aggregate exercise price for the Company Shares purchasable pursuant to such Company Stock Option immediately prior to the Effective Time divided by (z) the number of full shares of Buyer Common Stock deemed purchasable pursuant to such Company Stock Option in accordance with the foregoing.
(b) No later than the date the Company first gives notice to the Company Stockholders of the Company Special Meeting, the Company shall deliver a notice to each holder of outstanding Company Stock Option of the effect of the Merger on such Options and shall advise participants of the federal tax consequences of the assumption of Company Option Plans by the Buyer. As soon as practicable after the Effective Time, the Buyer shall deliver to the participants in Company Option Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to Company Option Plans shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 4.13 after giving effect to the Merger).
(c) Buyer shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer common Stock for delivery under Company Option Plans assumed in accordance with this Section 4.13. As soon as practicable after the Effective Time, Buyer shall file a registration statement on Form S-8 (or any successor or other appropriate forms), or another appropriate form with respect to the shares of Buyer Common Stock subject to such options and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding.
(d) The Board of Directors of the Company shall, prior to or as of ...
