Company Options and Warrants. (a) At the Effective Time, by virtue of the Merger, all outstanding and unexpired options (regardless of whether or not such options have vested) (the “Options”), including all options granted pursuant to the Company’s 1990 Stock Option Plan, 1995 Stock Option Plan, 1999 Incentive Stock Option Plan, and 2002 Incentive Stock Option Plan (collectively, the “Option Plans”), shall be cancelled and each holder of a cancelled Option shall be entitled to receive, in consideration for the cancellation of such Option, an amount in cash (the “Cash Amount”) equal to the product of (x) the number of Shares previously subject to such Option and (y) the excess, if any, of the Merger Price over the exercise price per Share previously subject to such Option (such payment to be net of any required tax withholdings and other amounts required by law to be withheld with respect to such Option), payable to such holder, without interest thereon. If the exercise price of any Option equals or exceeds the Merger Price, the Cash Amount therefor shall be zero. Effective as of the Effective Time, all Option Plans shall terminate and the Company shall take all action, including any necessary amendments to the Option Plans, as is necessary prior to the Effective Time to terminate all Option Plans so that on and after the Effective Time no current or former employee, director, consultant, or other person shall have any option to purchase shares of Company common stock or any other equity interests in the Company under any Option Plan.
(b) At the Effective Time, by virtue of the Merger, all outstanding and unexpired warrants to purchase Shares (the “Warrants”) shall be cancelled and each holder of a cancelled Warrant shall be entitled to receive, in consideration for the cancellation of such Warrant, an amount in cash equal to the product of (x) the number of Shares previously subject to such Warrant and (y) the excess, if any, of the Merger Price over the exercise price per Share previously subject to such Warrant (such payment to be net of taxes and other amounts required by law to be withheld with respect to such Warrant), payable to such holder, without interest thereon, upon surrender of the certificate or other document evidencing such Warrant to the Surviving Corporation. Delivery of any cash payment under this Section 2.09(b) to a holder of Warrants shall be conditioned upon receipt by Parent or the Surviving Corporation of a waiver of all of that holder’s right, title, and inter...
Company Options and Warrants. As of the date of this Agreement, 750,000 shares of Company Common Stock are reserved for issuance upon the exercise of outstanding Company Options and 1,000,000 shares of Company Common Stock are reserved for issuance upon the exercise of outstanding Company Warrants. All of the Company Options have been validly granted under the Company Common Stock Plan. Disclosure Schedule 3.2(b) sets forth the name of each holder of Company Options, as well as the number of Company Options held by each such holder, the number of shares of Company Common Stock for which each such Company Option is exercisable (both vested and unvested), and the price per share of Company Common Stock for which each such Company Option is exercisable (without taking into account whether or not such Company Option is in fact exercisable on the date hereof). The Company has previously provided to Buyer true and correct copies of all option agreements governing Company Options.
Company Options and Warrants. (a) At the Effective Time, each outstanding employee or non-employee stock option, right or warrant to purchase shares of Company Common Stock (each, an "OUTSTANDING COMPANY STOCK OPTION") granted under any employee stock option, compensation, stock purchase or other option plan, agreement or arrangement of the Company (the "COMPANY STOCK PLANS"), whether or not then vested or exercisable, shall, without any action on the part of the holder of any Outstanding Company Stock Option, be converted into options to purchase (at the same exercise price applicable to each such Outstanding Company Stock Option) their pro-rata portion of the Initial Wireless Merger Stock and any Additional Wireless Merger Stock to be received following the Closing Date, as though each such Outstanding Company Stock Option had been voluntarily exercised by the holder thereof for shares of Company Common Stock immediately prior to the Effective Time, at the exercise price then in effect. Without limiting the generality of the foregoing, the Company shall use its commercial best efforts to obtain all amendments to the instruments governing the rights of the Outstanding Company Stock Options and to obtain the consents of such holders to exercise such Outstanding Company Stock Options, at or prior to the Effective Time.
(b) At the Effective Time, each full Outstanding Company Stock Option shall be deemed to entitle the holder thereof to an option (the "WIRELESS OPTION") to purchase, upon the same terms and at the applicable exercise price then in effect with respect to the Outstanding Company Stock Option, that number of shares of Initial Wireless Merger Stock as shall be determined by multiplying the aggregate number of shares of Initial Wireless Merger Stock (to represent 77.5% of the aggregate number of shares of Fully-Diluted Wireless Stock) by a fraction, (i) the numerator of which shall be one, and (ii) the denominator of which shall be the Fully-Diluted Company Stock.
Company Options and Warrants. At the Effective Time, each Company Option will by virtue of the Merger, and without any further action on the part of any holder thereof, be assumed by the Surviving Corporation and Parent and converted into options to purchase the following: (a) the number of shares of Surviving Corporation Common Stock determined by multiplying (i) the number of shares of Company Capital Stock issuable upon the exercise of such Company Option immediately prior to the Effective Time, by (ii) the Surviving Corporation Conversion Ratio (such options referred to herein as Surviving Corporation Options); and (b) the number of shares of Parent Common Stock determined by multiplying (i) the number of shares of Company Capital Stock issuable upon the exercise of such Company Option immediately prior to the Effective Time, by (ii) the Parent Conversion Ratio (such options referred to herein as Parent Options). The term, exercisability, vesting schedule, acceleration provisions, vesting commencement date, status as an "incentive stock option" under Section 422 of the Code, if applicable, all restrictions on the exercise of each such assumed Company Option and all other terms and conditions of the Company Options will otherwise be unchanged. The exercise price per share of the Surviving Corporation Options will remain unchanged. The exercise price per share of the Parent Options will be equal to the quotient obtained by dividing 80% of the exercise price per share of such Company Option immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest cent. If the foregoing calculation results in an assumed Parent Option being exercisable for a fraction of a share of Parent Common Stock, then the number of shares of Parent Common Stock subject to such option will be rounded down to the nearest whole number of shares. Continuous employment with the Company will be credited to an optionee of the Company for purposes of determining the number of shares of Surviving Corporation Common Stock and Parent Common Stock subject to exercise under an assumed Company Option after the Effective Time. The Parties acknowledge that the Merger will constitute a "Change of Control" under the Company Plans. Prior to the Effective Time, the Company shall take all action necessary so that all outstanding warrants and any other rights to acquire Company Capital Stock (other than the Company Options) ("Warrants") are either exercised in full or terminated prior to the Effective Tim...
Company Options and Warrants. 10 3.4 Conversion of Sub Common Stock................................................................... 10 3.5 Adjustments to Parent Common Stock............................................................... 11 3.6
Company Options and Warrants. At the Effective Time, each Company Option will by virtue of the Merger, and without any further action on the part of any holder thereof, be assumed by the Surviving Corporation and Parent and converted into options to purchase the following: (a) the number of shares of Surviving Corporation Common Stock determined by multiplying (i) the number of shares of Company Capital Stock issuable upon the exercise of such Company Option immediately prior to the Effective Time, by (ii) the Surviving Corporation Conversion Ratio; and (b) the number of shares of Parent Common Stock determined by multiplying (i) the number of shares of Company Capital Stock issuable upon the exercise of such Company Option immediately prior to the Effective Time, by (ii) the Parent Conversion Ratio. The exercise price term, exercisability, vesting schedule, acceleration provisions, vesting commencement date, status as an "incentive stock option" under Section 422 of the Code, if applicable, all restrictions on the exercise of each such assumed Company Option and all other terms and conditions of the Company Options will otherwise be unchanged. Continuous employment with the Company will be credited to an optionee of the Company for purposes of determining the number of shares of Surviving Corporation Common Stock and Parent Common Stock subject to exercise under an assumed Company Option after the Effective Time. The Parties acknowledge that the Merger will constitute a "Change of Control" under the Company Plans. Prior to the Effective Time, the Company shall take all action necessary so that all outstanding warrants and any other rights to acquire Company Capital Stock (other than the Company Options) ("Warrants") are either exercised in full or terminated prior to the Effective Time.
Company Options and Warrants. (a) In the event that the Merger Shares are issued pursuant to Section 6.9(a) or 6.9(c) of this Agreement, each outstanding option to purchase Company Common Stock (a "Company Stock Option") granted under the Company's Stock Option Plans or pursuant to any other stock option agreement entered into by the Company with any employee or consultant of the Company, shall, in accordance with the terms of the Stock Option Plans or such other employee option agreement, become and be fully vested and exercisable at the exercise price and for the number of shares of Company Common Stock set forth in the respective Stock Option Agreements under which they were granted and any shares of Company Common Stock for which such Company Stock Options are exercised on the Effective Date shall be deemed to be issued and outstanding immediately prior to the Effective Time, even if the certificates evidencing such Company Common Stock have not been issued by the Company, and at the Effective Time such shares of Company Common Stock shall be converted into Merger Shares in accordance with Section 2.3, subject to the provisions of Section 2.6(a) relating to fractional shares. If the Merger Shares are issued pursuant to Section 6.9(b) of this Agreement, then the Board of Directors of the Company, subject to the approval of Purchaser, shall make such other provisions with respect to the outstanding options as it may deem equitable. All Company Stock Options not exercised immediately prior to the Effective Time shall terminate at the Effective Time.
(b) At the Effective Time, the Warrant expiring June 30, 2001 to purchase 300,000 shares of Company Common Stock at a purchase price of $.25 per share shall have been exercised (the "Aspen Warrant"), and each of the two Warrants expiring October 6, 2005 to purchase an aggregate of 56,000 shares of Company Common Stock at a purchase price of $3.75 per share (collectively, the "Warrants"), to the extent not otherwise exercised, shall be deemed assumed by Purchaser and deemed to constitute a warrant to acquire, on the same terms and conditions as were applicable under such Warrants prior to the Effective Time (including anti-dilution provisions), the number (rounded to the nearest whole number) of shares of Purchaser Common Stock as the holder of such Warrants would have been entitled to receive pursuant to the Merger had such holder exercised such Warrant in full immediately prior to the Effective Time, at a price per share equal to (x) the ...
Company Options and Warrants. At the Effective Time:
(a) all outstanding options to purchase Company Common Stock issued by the Company (the “Company Options”), whether vested or unvested, shall be canceled and exchanged for options to purchase shares of Parent Common Stock (“Parent Options”) without further action by the holder thereof. Each Parent Option shall constitute an option to acquire such number of shares of Parent Common Stock as is equal to the number of shares of Company Common Stock subject to the unexercised portion of the Company Option. The exercise price per share of each Parent Option shall be equal to the exercise price of the Company Option prior to conversion. The existing Company Options shall be those options listed on Schedule 2.3.
(b) As soon as practicable after the Effective Time, the Parent or the Surviving Corporation shall take appropriate actions to collect the Options and the agreements evidencing the Options, which shall be deemed to be canceled and shall entitle the holder to exchange the Options for the Parent Options in the Parent.
(c) The Company shall cause the termination, as of the Effective Time, of any and all outstanding warrants to purchase capital stock of the Company (the “Company Warrants”) which remain unexercised and the Parent shall, at Closing, issue new warrants (the “Parent Warrants”) in substitution of the Company Warrants, on substantially the same terms and conditions of the Company Warrants. The existing Company Warrants shall be those warrants listed on Schedule 2.3.
(d) The Parent shall take all corporate action necessary to reserve for issuance of a sufficient number of shares of Parent Common Stock for delivery upon exercise of (i) the Parent Options to be issued for the Options and (ii) the Parent Warrants to be issued for the Company Warrants, in accordance with this Section 1.8.
Company Options and Warrants. (a) As soon as possible following the date of this Agreement, the Board of Directors of the Company and any committee administering the Company’s Amended Equity Incentive Compensation Plan (including the UK Inland Approved Schedule thereto, collectively, the “1999 Plan”) or 2001 Employee Stock Option Plan (the “2001 Plan”), each as amended to the date of this Agreement (collectively, the “Company Option Plans”) shall adopt such resolutions and/or take such other actions as may be necessary or appropriate to effect the provisions of this Section 3.3 and to cause the transactions contemplated by this Section 3.3 to be exempt from the provisions of Section 16(b) of the Exchange Act. All outstanding options to purchase Shares granted by the Company under the Company Option Plans or otherwise issued pursuant to Company Option agreements not covered by the Company Option Plans, are disclosed on Section 4.2 of the Company Disclosure Schedule and are collectively referred to herein as the “Company Options,” each a “Company Option.” All outstanding warrants to purchase Shares granted by the Company are disclosed on Section 4.2 of the Company Disclosure Schedule and are collectively referred to herein as the “Company Warrants,” each a “Company Warrant.”
Company Options and Warrants. Take all reasonable actions necessary with respect to Company Options and Company Warrants 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
