Company Equity Plans. (a) Effective not later than immediately prior to the Effective Time, the Company shall terminate the Leopard Corporation Equity Compensation Plan and any predecessor plans thereto and each other equity compensation plan pursuant to which awards were granted to employees or directors of or other service providers to the Company or its Subsidiaries (collectively, the “Option Plans”). At the Effective Time, each 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 immediately prior thereto shall become fully vested as of the Effective Time and shall by virtue of the Merger and without any action on the part of any holder of any Option be cancelled and converted into the right to receive from the Surviving Corporation immediately after the Effective Time a cash payment (without interest) equal to the product of (i) the excess, if any, of (x) the Offer Price over (y) the per share exercise price of such Option, and (ii) the number of shares subject to such Option as of the Effective Time (the, “Option Consideration”). As of the Effective Time, all Options, whether or not vested or exercisable, shall no longer be outstanding and shall automatically cease to exist, and each holder of an Option shall cease to have any rights with respect thereto, except the right to receive the Option Consideration.
(b) At the Effective Time, each (i) share of common stock that is then the subject of a restricted stock award granted under the Option Plans or otherwise (other than awards of Performance-Based Restricted Stock) that vests based solely on the passage of time (each, a “Time-Based Restricted Stock”), and (ii) restricted stock unit that is then the subject of a restricted stock unit award evidencing the right to receive shares of common stock granted under the Option Plans or otherwise (other than awards of Performance-Based RSUs) that vests based solely on the passage of time (each, a “Time-Based RSU”) that is outstanding immediately prior thereto shall become fully vested as of the Effective Time and shall by virtue of the Merger and without any action on the part of any holder of any Time-Based Restricted Stock or Time-Based RSU be cancelled and converted into the right to receive from the Surviving Corporation immediately after the Effective Time the Merger Consideration in respect of each underlying share.
(c) At the Effective Time, each (i) restricted common sto...
Company Equity Plans. Section 8.10(c) Company Material Contracts.........................Section 3.1(k) Company Permits....................................Section 3.1(f) Company Products...................................Section 3.1(q) Company Rights Agreement.....................
Company Equity Plans. “Company Equity Plans” shall mean the Company’s 2005 Stock Option Plan, as amended, the Company’s 2016 Executive Performance Award Plan, the Company’s 2011 Equity Incentive Plan, as amended, and the Company’s 2012 Stock Plan, as amended.
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. “Company Equity Plans” mean the 1999 Plan, the 2006 Plan and the New Hire-Plan.
Company Equity Plans. (a) The Parties acknowledge and agree that the Transaction will not have an impact on the rights of, and individual commitments to, eligible participants under the Company Equity Plans. The Parties acknowledge and agree that all rights of, and all individual commitments to, eligible participants under the respective Company Equity Plans shall be respected by the Parties in accordance with the terms and conditions of the respective Company Equity Plans and the outstanding awards thereunder existing on the date of this TFA. As a result (i) any vested options and restricted stock options awarded under the respective Company Equity Plans are exercisable in accordance with the terms and conditions of the respective Company Equity Plans; and (ii) any unvested options, restricted stock units or other awards granted under the respective Company Equity Plans shall vest in accordance with their applicable vesting schedule and will not be accelerated in connection with the Transaction. Eligible participants receiving Ordinary Shares following the exercise of any vested options. restricted stock units or other awards granted under the respective Company Equity Plans in accordance with the terms and conditions thereof prior to the Expiration Time shall have the option, to the extent permitted under applicable Laws, to tender such Ordinary Shares in the Offer and receive the Offer Consideration in accordance with Clause 3.
(b) The Parties acknowledge and agree that the respective Company Equity Plans shall continue to apply after the Delisting. If, as a result of the Delisting, a situation arises that is not foreseen or catered for in the respective Company Equity Plans, the Parties shall as soon as practicable after the Delisting enter into reasonable and good faith discussions to, and shall procure that the relevant corporate body with respect to the respective Company Equity Plans shall take such decision to, cater for such situation and make it suitable for a company in a non-listed setting.
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) Each option to acquire Company Common Shares that is outstanding immediately prior to the Merger Effective Time (a “Pre-Conversion Option”) shall be fully vested in accordance with the terms of the Company’s Employee Share Purchase Plan, Amended and Restated 2002 Stock Incentive Plan (or its predecessor 2002 Stock Incentive Plan) and the agreement evidencing such Pre-Conversion Option at or prior to the Merger Effective Time. At the Merger Effective Time, each Pre-Conversion Option shall be converted into an option to acquire Parent Shares (a “Converted Option”), with the number of Parent Shares subject to a Converted Option equal to the number of Company Common Shares subject to the Pre-Conversion Option multiplied by the Exchange Ratio. The exercise price of a Converted Option will be adjusted to equal the exercise price of the Pre-Conversion Option divided by the Exchange Ratio. Each Converted Option will be evidenced by an agreement substantially in the form of the agreements evidencing the Pre-Conversion Options.
(b) Each Company Common Share subject to a restricted stock award that is outstanding immediately prior to the Merger Effective Time pursuant to the Company’s Amended and Restated 2002 Stock Incentive Plan (or its predecessor 2002 Stock Incentive Plan) shall be fully vested at or prior to the Merger Effective Time. At the Effective Times, holders of such Company Common Shares shall be entitled to receive the same consideration with respect to the Merger as the holders of Company Common Shares.
