Company Options and Company RSUs. Use commercially reasonable efforts with respect to Company Options and Company RSUs to effectuate the terms of this Agreement, provided, however, that Parent shall have the right to approve any agreements to modify material terms of the underlying instruments (such approval not to be unreasonably withheld, delayed or conditioned); and
Company Options and Company RSUs. At least ten Business Days prior to the Closing, the Company will make available to Parent true and complete copies of all award agreements evidencing Company Options and Company RSUs, as amended or supplemented.
Company Options and Company RSUs. (1) Subject to the terms and conditions of this Agreement, pursuant to the Plan of Arrangement, at the Effective Time, each Company Option which is outstanding and which has not been duly exercised prior to the Effective Time, notwithstanding the terms of the Company Stock Option Plan, without any further action by or on behalf of a Company Optionholder, be deemed to be assigned and transferred by such holder to the Company in exchange for a cash payment from the Company equal to the amount by which $9.40 exceeds the exercise price of such Company Option less applicable withholdings, and such Company Option shall immediately be cancelled and, for greater certainty, where such amount is a negative, neither the Company nor the Purchaser shall be obligated to pay the Company Optionholder any amount in respect of such Company Option, and the Company Stock Option Plan will terminate and none of the former Company Optionholders, the Parties or any of their respective successors or assigns shall have any rights, liabilities or obligations in respect of the Company Options or the Company Stock Option Plan.
Company Options and Company RSUs. As of the close of business on the date hereof: (i) 5,181,349 Company Shares are issuable upon the exercise of outstanding options to purchase Company Common Stock under the Company’s 2000 Stock Plan, Amended and Restated 2004 Equity Incentive Plan, Optichron, Inc. 2011 Restricted Stock Unit Plan, 2008 New Employee Inducement Incentive Plan, Aeluros, Inc. 2001 Stock Option/Stock Issuance Plan, 2004 Employee Stock Purchase Plan, certain new employee inducement grants (within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules (and then applicable predecessor rules)) made prior to the effectiveness of the 2008 New Employee Inducement Incentive Plan, Company Shares issuable upon exercise of options and upon vesting of restricted stock units as new hire inducement grants pursuant to Rule 4350(i)(1)(A)(iv) of the NASDAQ Stock Market Marketplace Rules in 2007 to former Aeluros, Inc. employees and Agreement and Plan of Merger Reorganization, dated May 31, 2009, by and among NetLogic Microsystems, Inc., RMI Corporation, Roadster Merger Corporation and WP VIII Representative LLC (collectively, the “Company Stock Plans”) (such options, whether payable in cash, shares or otherwise granted under or pursuant to the Company Stock Plans are referred to in this Agreement as “Company Options”), the weighted average exercise price of such Company Options is $13.5369 and 3,937,821 such Company Options were vested and exercisable; (ii) 3,004,783 Company Shares were available for future grant under the Company Stock Plans; (iii) 5,296,449 Company Shares were issuable upon the vesting of restricted stock units under the Company Stock Plans (such restricted stock units, whether payable in cash, shares or otherwise granted under or pursuant to the Company Stock Plans are referred to in this Agreement as “Company RSUs”) and no such Company RSUs were vested; and (iv) no Company Shares were subject to issuance pursuant to outstanding stock options, restricted stock units or any other equity or equity-based awards granted outside of the Company Stock Plans. All Company Shares subject to issuance under the outstanding Company Options and Company RSUs, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and non-assessable. The Company Stock Plans are the only plans or programs under which the Company has outstanding stock options, restricted stock units or other compensat...
Company Options and Company RSUs. (i) Options for shares of the Company’s common stock (“Company Options”) and restricted stock units for shares of the Company’s common stock (“Company RSUs”) held by Executive are governed by written award agreements that are substantially similar to the standard forms of such award agreements publicly filed by the Company with respect to the Company’s Amended and Restated 2007 Equity Incentive Plan (the “2007 Plan”). Exhibit A shows Executive’s awards that are outstanding as of the Effective Date and the respective applicable vesting schedule. Executive’s Company Options and Company RSUs will continue to vest in accordance with their applicable vesting schedule, subject to Executive’s continued service with the Company and the terms and conditions of the Company’s 2007 Plan and the applicable written award agreement governing the Company Options or Company RSUs (other than with respect to any provision thereof providing for acceleration of vesting), and may be subject to accelerated vesting under Section 5(b)(ii) and Section 6(b) of this Agreement. If Executive completes three consecutive years of service as Executive Chairman from the Effective Date, he shall vest in those Company RSUs that would otherwise have vested before November 16, 2019.
Company Options and Company RSUs. The Parties agree that all Company Options and Company RSUs that are not exercised or converted prior to the Effective Time shall be treated in accordance with the provisions of the Plan of Arrangement, and the Parties shall take all such reasonable steps as may be necessary or desirable to give effect to the foregoing.
Company Options and Company RSUs. (a) Prior to the Closing, the board of directors of Company shall have adopted appropriate resolutions and taken all other actions necessary and appropriate to provide that each unexpired and unexercised Company Option, whether vested or unvested, shall be accelerated in full effective as of immediately prior to the Closing Date and, following such acceleration, each Company Option that has an exercise price greater than the then current trading price for shares of Company Common Stock (i.e., “out-of-the-money” options) shall expire on the Closing Date, to the extent not exercised prior to the Closing. Prior to the Closing Date, Company shall take all actions that may be necessary (under the Company Option Plan and otherwise) to effectuate the provisions of this Section 6.24(a).
Company Options and Company RSUs. (A) At the Effective Time, each Company Option held by a Named Employee or a Continuing Employee that is unexpired, unexercised and outstanding as of the Effective Time, whether vested or unvested, shall, on the terms and subject to the conditions set forth in this Agreement, be assumed by Acquirer. Each such Company Option so assumed by Acquirer under this Agreement shall continue to have, and be subject to, the same terms and conditions (including, if applicable, the vesting arrangements and other terms and conditions set forth in the Company Option Plan and the applicable stock option agreement) as are in effect immediately prior to the Effective Time, except that (i) such Company Options shall be exercisable for that number of whole shares of Acquirer Common Stock equal to the product (rounded down to the next whole number of shares of Acquirer Common Stock, with no cash being payable for any fractional share eliminated by such rounding) of the number of shares of Company Common Stock that were issuable upon exercise of such option immediately prior to the Effective Time multiplied by the Exchange Ratio, (ii) the per share exercise price for the shares of Acquirer Common Stock issuable upon exercise of such assumed Company Option shall be equal to the quotient (rounded up to the next whole cent) of the exercise price per share of Company Common Stock at which such option was exercisable immediately prior to the Effective Time divided by the Exchange Ratio and (iii) no assumed option may be “early exercised” (i.e., an assumed option may be exercised for shares of Acquirer Common Stock only to the extent the assumed option is vested at the time of exercise pursuant to the applicable vesting schedule). Consistent with the terms of the Company Option Plan and the documents governing the outstanding options under such plan as in effect on the Agreement Date, the Merger shall not in and of itself terminate any of the outstanding Company Options held by Named Employees or Continuing Employees under such plan or accelerate the exercisability or vesting of such options or the shares of Acquirer Common Stock that shall be subject to those options upon Acquirer’s assumption of the options in the Merger.
Company Options and Company RSUs. The Company Options and Company RSUs that are outstanding immediately prior to the Effective Time shall be dealt with in accordance with the Plan of Arrangement.
Company Options and Company RSUs
