Common use of Company Options and Warrants Clause in Contracts

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 Time.

Company Options and Warrants. (a) At the Effective Time, each Company Option will by virtue that is outstanding and unexercised immediately prior to the Effective Time, whether or not vested, shall be converted into and become an option to purchase Castle Common Stock, and Castle shall assume the Company Stock Option Plans and each such Company Option in accordance with its terms (as in effect as of the Merger, and without any further action on the part date of any holder thereof, be this Agreement). All rights with respect to Company Common Stock under Company Options assumed by the Surviving Corporation and Parent and Castle shall thereupon be converted into options rights with respect to purchase Castle Common Stock. Accordingly, from and after the followingEffective Time: (ai) each Company Option assumed by Castle may be exercised solely for shares of Castle Common Stock; (ii) the number of shares of Surviving Corporation Castle Common Stock subject to each Company Option assumed by Castle shall be determined by multiplying (iA) the number of shares of Company Capital Common Stock that were subject to such Company Option, as in effect immediately prior to the Effective Time by (B) the Exchange Ratio and rounding the resulting number down to the nearest whole number of shares of Castle Common Stock; (iii) the per share exercise price for the Castle Common Stock issuable upon the exercise of each Company Option assumed by Castle shall be determined by dividing (A) the per share exercise price of Company Common Stock subject to such Company Option Option, as in effect immediately prior to the Effective Time, by (iiB) the Surviving Corporation Conversion Exchange Ratio (such options referred and rounding the resulting exercise price up to herein as Surviving Corporation Options)the nearest whole cent; and (iv) any restriction on the exercise of any Company Option assumed by Castle shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that: (A) to the extent provided under the terms of a Company Option, such Company Option assumed by Castle in accordance with this Section 5.5(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Castle Common Stock subsequent to the Effective Time; and (B) Castle’s Board of Directors or a committee thereof shall succeed to the authority and responsibility of Company’s Board of Directors or any committee thereof with respect to each Company Option assumed by Castle. Notwithstanding anything to the contrary in this Section 5.5(a), the conversion of each Company Option (regardless of whether such option qualifies as an “incentive stock option” within the meaning of Section 422 of the Code) into an option to purchase shares of Castle Common Stock shall be made in a manner consistent with Treasury Regulations Section 1.424-1, such that the conversion of a Company Option shall not constitute a “modification” of such Company Option for purposes of Section 409A or Section 424 of the Code. (b) Castle shall file with the SEC, promptly, and in any event within five days following the Effective Time, a registration statement on Form S-8 (or any successor form), if available for use by Castle (or, if Form S-8 is not available, other appropriate forms as may be required under applicable Legal Requirements), relating to the shares of Castle Common Stock issuable with respect to Company Options assumed by Castle in accordance with Section 5.5(a) and shall use commercially reasonable 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 the Company Options assumed by Castle in accordance with this Section 5.5(b) remain outstanding. (c) Subject to Section 5.5(d), at the Effective Time, each Company Warrant that is outstanding and unexercised immediately prior to the Effective Time shall become converted into and become a warrant to purchase Castle Common Stock and Castle shall assume each such Company Warrant in accordance with its terms. All rights with respect to Company Common Stock or Company Preferred Stock under Company Warrants assumed by Castle shall thereupon be converted into rights with respect to Castle Common Stock. Accordingly, from and after the Effective Time: (i) each Company Warrant assumed by Castle may be exercised solely for shares of Castle Common Stock; (ii) the number of shares of Parent Castle Common Stock subject to each Company Warrant assumed by Castle shall be determined by multiplying (iA) the number of shares of Company Capital Common Stock, or the number of shares of Company Common Stock issuable upon conversion of the shares of Company Preferred Stock issuable upon exercise of the Company Warrant (assuming such Company Option Preferred Stock had converted pursuant to Section 5.12), as applicable, that were subject to such Company Warrant immediately prior to the Effective Time by (B) the Exchange Ratio and rounding the resulting number down to the nearest whole number of shares of Castle Common Stock; (iii) the per share exercise price for the Castle Common Stock issuable upon exercise of each Company Warrant assumed by Castle shall be determined by dividing the effective per share exercise price of Company Common Stock or Company Preferred Stock, subject to such Company Warrant, as in effect immediately prior to the Effective Time, by (ii) the Parent Conversion Exchange 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 and rounding 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 resulting 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 whole cent. If ; and (iv) any restriction on any Company Warrant assumed by Castle shall continue in full force and effect and the foregoing calculation results in an assumed Parent Option being exercisable for a fraction term and other provisions 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. Warrant shall otherwise remain unchanged. (d) Prior to the Effective Time, the Company shall take all action commercially reasonable actions that may be necessary so that all outstanding warrants and any other rights to acquire Company Capital Stock (other than under the Company OptionsStock Option Plans, any Company Warrants and otherwise) ("Warrants") are either exercised in full or terminated prior to effectuate the provisions of this Section 5.5 and to ensure that, from and after the Effective Time, holders of Company Options and Company Warrants have no rights with respect thereto other than those specifically provided in this Section 5.5.

Company Options and Warrants. At On or before the Effective TimeClosing Date, each Company Option will by virtue holder of the Merger, options and without any further action on the part of any holder thereof, be assumed by the Surviving Corporation and Parent and converted into options warrants 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 whether vested or unvested (collectively, the exercise "Company Options") (including all outstanding options granted under the Company's Stock Option Plan adopted July 12, 1999 (the "Company Plan"), and any individual non-plan options) outstanding as of such Company Option immediately prior to the Effective Time, Time shall have entered into a written agreement providing that the Company Options held by (ii) the Surviving Corporation Conversion Ratio (such options referred holder shall be replaced by an option to herein as Surviving Corporation Options); and (b) the purchase that whole number of shares of Parent Common Stock determined by multiplying (i) the number of shares of Company Capital Stock issuable upon the exercise of subject to such Company Option immediately prior to at the Effective TimeTime by the Exchange Ratio, 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 at 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 Common Stock equal to the quotient obtained by dividing 80% of the exercise price per share of such Company Option immediately prior to the Effective Time divided by the Exchange Ratio, rounded up to the nearest centcent ("Replacement Options"). If the foregoing calculation results in an assumed Parent a Replacement 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. The term, exercisability, vesting schedule and vesting commencement date and characterization as incentive stock options or non-qualified stock options of the Company Options will otherwise be unchanged, except that all Replacement Options for unvested Company Options shall be subject to a two-year quarterly vesting schedule commencing on the Closing Date. All other terms and conditions of the Replacement Options shall be as provided in Parent's Restated 1996 Flexible Stock Incentive Plan (the "1996 Plan") and standard form of agreement, copies of which have been provided to the Company. 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 a Replacement 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 Company Options issued to acquire Company Capital Stock (other than non-employees of the Company Options) ("Warrants") are either exercised in full or terminated prior to the Effective Time.

Company Options and Warrants. (i) At the Effective Time, each Company Option will by virtue of that is outstanding and unexercised immediately prior to the MergerEffective Time under the Equity Incentive Plan, whether or not vested, shall automatically and without any further action on the part of any the holder thereof, be converted into and become an option to purchase PTI Common Stock, and PTI shall assume the Equity Incentive Plan and each such Company Option in accordance with the terms of the Equity Incentive Plan and the terms of the stock option agreement by which such Company Option is evidenced. All rights with respect to Company Common Stock under Company Options assumed by the Surviving Corporation and Parent and PTI shall thereupon be converted into options rights with respect to purchase PTI Common Stock. Accordingly, from and after the followingEffective Time: (ai) each Company Option assumed by PTI may be exercised solely for PTI Common Stock; (ii) the number of shares of Surviving Corporation PTI Common Stock subject to each Company Option assumed by PTI shall be determined by multiplying (iA) the number of shares of Company Capital Common Stock issuable upon the exercise of that were subject to such Company Option Option, as in effect immediately prior to the Effective Time, by (iiB) the Surviving Corporation Conversion Exchange Ratio (such options referred and rounding the resulting number down to herein as Surviving Corporation Options); and (b) the nearest whole number of shares of Parent PTI Common Stock; (iii) the per share exercise price for the PTI Common Stock issuable upon exercise of each Company Option assumed by PTI shall be determined by multiplying dividing (iA) the number per share exercise price of the shares of Company Capital Common Stock issuable upon the exercise of subject to such Company Option Option, as in effect immediately prior to the Effective Time, by (iiB) the Parent Conversion Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent; and (such options referred to herein as Parent Options). The iv) any restriction on the exercise of any Company Option assumed by PTI shall continue in full force and effect and the term, exercisability, vesting scheduleschedule and other provisions of such Company Option shall otherwise remain unchanged; provided, acceleration provisionshowever, vesting commencement datethat: (A) to the extent provided under the terms of a Company Option, status such Company Option assumed by PTI in accordance with this Section 5.5(a)(i) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to PTI Common Stock subsequent to the Effective Time; and (B) the PTI Board of Directors or a committee thereof shall succeed to the authority and responsibility of Company Board of Directors or any committee thereof with respect to each Company Option assumed by PTI. Notwithstanding anything to the contrary in this Section 5.5(a)(i), the conversion of each Company Option (regardless of whether such option qualifies as an "“incentive stock option" under ” within the meaning of Section 422 of the Code) into an option to purchase shares of PTI Common Stock shall be made in a manner consistent with Treasury Regulation Section 1.424-1, if applicable, all restrictions on such that the exercise conversion of each such assumed a Company Option and all other terms and conditions of the Company Options will otherwise would not 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 intended to the quotient obtained by dividing 80% of the exercise price per share constitute a “modification” of such Company Option for purposes of Section 409A or Section 424 of the Code. (ii) As soon as practicable following the Effective Time (but no later than ten (10) Business Days following the Effective Time), PTI shall file with the SEC a registration statement on Form S-8, if available for use by PTI, relating to the shares of PTI Common Stock issuable with respect to Company Options assumed by PTI in accordance with Section 5.5(a)(i). (iii) Subject to Section 5.5(a)(iv), at the Effective Time, each Company Warrant that is outstanding and unexercised immediately prior to the Effective Time (for the avoidance of doubt, excluding Company Warrants that are deemed to have been automatically exercised pursuant to their terms as a result of the consummation of the Merger), if any, shall be converted into and become a warrant to purchase shares of PTI Common Stock and PTI shall assume each such Company Warrant in accordance with its terms. All rights with respect to Company Common Stock under Company Warrants assumed by PTI shall thereupon be converted into rights with respect to shares of PTI Common Stock. Accordingly, from and after the Effective Time: (i) each Company Warrant assumed by PTI may be exercised solely for shares of PTI Common Stock; (ii) the number of shares of PTI Common Stock subject to each Company Warrant assumed by PTI shall be determined by multiplying (A) the number of shares of Company Common Stock, or the number of shares of Company Common Stock issuable upon exercise of the Company Warrants, that were subject to such Company Warrant immediately prior to the Effective Time by (B) the Exchange Ratio, rounded up to Ratio and rounding 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 resulting 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 PTI Common Stock; (iii) the per share exercise price for the shares of PTI Common Stock and Parent issuable upon exercise of each Company Warrant assumed by PTI shall be determined by dividing the per share exercise price of Company Common Stock subject to exercise under an assumed such Company Option after Warrant, as in effect immediately prior to the Effective Time. The Parties acknowledge that , by the Merger will constitute a "Change Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on any Company Warrant assumed by PTI shall continue in full force and effect and the term and other provisions of Control" under the such Company Plans. Warrant shall otherwise remain unchanged. (iv) Prior to the Effective Time, the Company shall take all action actions that may be necessary so that all outstanding warrants and any other rights to acquire Company Capital Stock (other than under the Equity Incentive Plan, the Company OptionsWarrants and otherwise) ("Warrants"to effectuate the provisions of this Section 5.5(a) are either exercised in full or terminated prior and to ensure that, from and after the Effective Time, holders of Company Options and Company Warrants have no rights with respect thereto other than those specifically provided in this Section 5.5(a).

Company Options and Warrants. (a) At the Effective Time, each Company Option will by virtue that is outstanding and unexercised immediately prior to the Effective Time, whether or not vested, shall be converted into and become an option to purchase CGI Common Stock, and CGI shall assume (x) each such Company Option in accordance with its terms (as in effect as of the Mergerdate of this Agreement) and (y) the Company Stock Option Plan. Accordingly, from and without any further action on after the part of any holder thereof, be Effective Time: (i) each Company Option assumed by the Surviving Corporation and Parent and converted into options to purchase the following: CGI may be exercised solely for shares of CGI Common Stock; (aii) the number of shares of Surviving Corporation CGI Common Stock subject to each Company Option assumed by CGI shall be determined by multiplying (iA) the number of shares of Company Capital Common Stock that were subject to such Company Option, as in effect immediately prior to the Effective Time by (B) the Exchange Ratio and rounding the resulting number down to the nearest whole number of shares of CGI Common Stock; (iii) the per-share exercise price for the CGI Common Stock issuable upon the exercise of each Company Option assumed by CGI shall be determined by dividing (A) the per-share exercise price of each such Company Option Option, as in effect immediately prior to the Effective Time, by (iiB) the Surviving Corporation Conversion Ratio (such options referred Exchange Ratio, and rounding the resulting exercise price up to herein as Surviving Corporation Options)the nearest whole cent; and (biv) the number of shares of Parent Common Stock determined by multiplying (i) the number of shares of Company Capital Stock issuable upon any restriction on the exercise of such any Company Option immediately prior to assumed by CGI shall continue in full force and effect and the Effective Time, by (ii) the Parent Conversion Ratio (such options referred to herein as Parent Options). The term, exercisability, vesting scheduleschedule and other provisions of such Company Option shall otherwise remain unchanged; provided, acceleration provisionshowever, vesting commencement datethat: (A) to the extent provided under the terms of the Company Stock Option Plan or a Company Option, status such Company Option assumed by CGI in accordance with this Section 5.5(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to CGI Common Stock subsequent to the Effective Time; and (B) CGI’s Board of Directors or a committee thereof shall succeed to the authority and responsibility of Company’s Board of Directors or any committee thereof under the Company Stock Option Plan with respect to each Company Option assumed by CGI. Notwithstanding anything to the contrary in this Section 5.5(a), the conversion of each Company Option (regardless of whether such option qualifies as an "“incentive stock option" under ” within the meaning of Section 422 of the Code) into an option to purchase shares of CGI Common Stock shall be made in a manner intended to be consistent with Treasury Regulations Section 1.424-1, if applicable, all restrictions on such that the exercise conversion of each such assumed a 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 shall not constitute a “modification” of such Company Option for purposes of Section 409A or Section 424 of the Code. (b) CGI shall file with the SEC, promptly following the Effective Time, a registration statement on Form S-8, if available for use by CGI, relating to the shares of CGI Common Stock issuable with respect to Company Options issued to “employees” of the Company, as defined in General Instruction A(1)(a) of Form S-8, and assumed by CGI in accordance with Section 5.5(a). (c) At the Effective Time, each Company Warrant that is outstanding and unexercised immediately prior to the Effective Time by shall be automatically cancelled and each Company Warrant holder will be entitled to receive the Exchange Ratio, rounded up same consideration such Company Warrant holder would have received had they exercised the Company Warrant immediately prior to the nearest cent. If Merger but after the foregoing calculation results in Preferred Stock Conversion, less 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 amount equal to the nearest whole number of shares. Continuous employment aggregate purchase price that would have been payable in connection 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. exercise. (d) Prior to the Effective Time, the Company shall take all action actions that may be necessary so that all outstanding warrants and any other rights to acquire Company Capital Stock (other than under the Company OptionsStock Option Plan, any Company Warrants and otherwise) ("Warrants") are either exercised in full or terminated prior to effectuate the provisions of this Section 5.5 and to ensure that, from and after the Effective Time, holders of Company Options and Company Warrants have no rights with respect thereto other than those specifically provided in this Section 5.5.