Company Options; Company Warrants. (a) At the First Effective Time, Parent shall assume each Company Stock Plan and each Company Option, whether vested or unvested, that is outstanding immediately prior to the First Effective Time shall, at the First Effective Time, cease to represent a right to acquire shares of Company Common Stock and shall be converted, at the First Effective Time, into an option to purchase shares of Parent Common Stock (an “Assumed Option”), on the same terms and conditions (including any vesting provisions and any provisions providing for accelerated vesting upon certain events) as were applicable under such Company Option as of immediately prior to the First Effective Time, except for administrative or ministerial changes as determined by the Company Board (or, following the First Effective Time, the Parent Board or compensation committee). The number of shares of Parent Common Stock subject to each such Assumed Option shall be equal to (i) the number of shares of Company Common Stock subject to the respective Company Option immediately prior to the First Effective Time multiplied by (ii) the Exchange Ratio, rounded down, if necessary, to the nearest whole share of Parent Common Stock, and such Assumed Option shall have an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of the Company Common Stock otherwise purchasable pursuant to the respective Company Option immediately prior to the First Effective Time divided by (B) the Exchange Ratio; provided, that in the case of any Company Option to which Section 421 of the Code applies as of immediately prior to the First Effective Time (taking into account the effect of any accelerated vesting thereof, if applicable) by reason of its qualification under Section 422 of the Code, the exercise price, the number of shares of Parent Common Stock subject to such option and the terms and conditions of exercise of such option shall be determined in a manner consistent with the requirements of Section 424(a) of the Code; provided further, that in the case of any Assumed Option to which Section 409A of the Code applies as of the First Effective Time, the exercise price, the number of shares of Parent Common Stock subject to such option and the terms and conditions of exercise of such option shall be determined in a manner consistent with the requirements of Section 409A of the Code in order to avoid the imposition of any additional taxes thereunder. The Company Board shall, p...
Company Options; Company Warrants. The Company has reserved an aggregate of 11,874,103 shares of Company Common Stock for issuance pursuant to the Company Stock Plan (including shares subject to outstanding Company Options). As of the Agreement Date, a total of 7,953,225 shares of Company Common Stock are subject to outstanding Company Options, of which 2,885,494 were vested and exercisable, as of the Agreement Date. None of the outstanding Company Options may be exercised prior to vesting. An aggregate of 196,648 shares of Company Common Stock are issuable upon the exercise of the Company Warrants. Schedule 3.4(b) of the Company Disclosure Letter sets forth, as of the Agreement Date, for each outstanding Company Option and Company Warrant (when applicable): (i) the name of the holder thereof, (ii) the exercise price per share, (iii) the number of shares such Company Warrant or Company Option is exercisable for, (iv) the date of grant and vesting schedule (if applicable), (v) the extent such Company Option is vested as of the Agreement Date, (vi) whether such Company Option is an incentive stock option or non-statutory stock option under the Code, and (vii) whether the vesting of such Company Option shall be accelerated in any manner by any of the transactions contemplated by this Agreement or upon any other event or condition and the extent of acceleration, if any. True, complete and correct copies of each Company Warrant have been made available to Parent. True, complete and correct copies of the Company Stock Plan and the standard form agreements under the Company Stock Plan have been made available to Parent and the Company Stock Plan and such standard form agreements have not been amended, modified or supplemented since being made available to Parent, and there are no agreements, understandings or commitments to amend, modify or supplement the Company Stock Plan or such agreements in any case from those made available to Parent. The Company has made available to Parent each agreement with respect to Company Options that deviates in any material respect from the standard form agreements made available to Parent. True, correct and complete copies of all Company Restricted Stock Agreements have been made available to Parent. The terms of the Company Stock Plan permit the treatment of Company Options as provided herein (other than Assumed Options), without the consent or approval of any Company Optionholders, the Company Stockholders or any other Person other than the board of directors of...
Company Options; Company Warrants. (a) Before the Closing, the Company Board shall adopt such resolutions or take such other actions as may be required to effect the following:
Company Options; Company Warrants. (a) Not later than fifteen days (15) prior to the Effective Time, the Company shall send a notice (the "Option Notice") to all holders of options to purchase Company Common Stock (the "Company Options"): (i) specifying that such options shall not be assumed in connection with the Merger, (ii) specifying that the vesting restrictions applicable to all options to purchase Company Common Stock outstanding at the time of such notice shall be eliminated such that no vesting restrictions remain thereon effective as of the date such notice is given, (iii) specifying that any Company Options outstanding as of the Effective Time shall terminate and be cancelled at such time and represent only the right to receive the consideration, if any, specified in Section 1.4(c) in accordance with this Agreement, (iv) setting forth an estimate of the Merger Consideration and (v) setting forth a description of how to determine an estimate of the excess, if any, of the exercise price per share of such Company Options over the estimated Merger Consideration (the "Estimated Exercise Payment"). Except as expressly provided herein, the Company shall not adjust the terms of any Company Option as a result of the Distribution.
Company Options; Company Warrants. (a) Each unexercised Qualified Option outstanding immediately prior to the Effective Time for which a validly executed consent substantially in the form set forth in Exhibit D-1 hereto has been received prior to the Effective Time will be cancelled and extinguished and be converted into and become a right to receive an amount equal to (A) the Common Price Per Share in excess of the exercise price of such Qualified Option (the “Option Spread”) times (B) the number of shares of Company Common Stock for which such Qualified Option is exercisable. Each unexercised Qualified Option outstanding immediately prior to the Effective Time for which no validly executed consent has been received prior to the Effective Time shall remain a Qualified Option, exercisable in accordance with its terms, until such time as the holder thereof shall validly execute and deliver to Parent or to Surviving Corporation a consent, in form reasonably acceptable to Parent, electing to receive the consideration described in this Section 2.4(a), at which point, such Qualified Option shall be cancelled and extinguished and become a right to receive an amount equal to the Option Spread times the number of shares of Company Common Stock for which such Qualified Option is exercisable.
Company Options; Company Warrants. (i) At the Closing, each Company Option then outstanding under any of the Company Stock Option Plans shall be treated in accordance with the provisions of this Article II and Section 6.12. At the time of execution and delivery of this Agreement by the Company, the Company shall deliver or cause to be delivered to Parent written evidence that the Company’s Board of Directors or the Compensation Committee of the Board of Directors has taken such action pursuant to the Company Stock Option Plans and the stock option agreements pertaining to all outstanding Company Options so as to cause all Company Options outstanding at the Closing to be cancelled, other than those to be assumed by Parent in accordance with Section 6.12(a) and those that become Exchanged Options in accordance with Section 6.12(b). With respect to the Company’s 1999 Non-Employee Option Plan, the Company shall use all commercially reasonable efforts to cause the holders of Company Options outstanding under such plan to exercise such Company Options at or prior to Closing. Subject to the other provisions of this Article II (including the election and pro-ration provisions set forth in Section 2.7), each Exchanged Option shall be converted (on a net basis, taking into account the exercise price of such Exchanged Option) into the right to receive, at the election of the holder thereof (A) the Per Share Stock Consideration or (B) the Per Share Cash Consideration.
Company Options; Company Warrants. All Company Options, Company Warrants and any other options, warrants, convertible or exchangeable securities or other rights to acquire capital stock of the Company (including those cancelled pursuant to the terms of this Agreement) shall have been terminated and no longer effective.
Company Options; Company Warrants. No options or other rights, including the Company Warrants, to purchase any capital stock of the Company (collectively, “Company Options”), including any Company Options granted under the Company’s 1998 Stock Incentive Plan or the Company’s 2000 Stock Incentive Plan (collectively, the “Company Plans”), will be assumed by Parent or retained by the Surviving Corporation, and the Company will (a) effect the termination at the Effective Time of all Company Options and Company Warrants outstanding immediately prior to the Effective Time in accordance with their terms; and (b) give any notice required under any agreements relating to Company Options or Company Warrants as to such termination.
Company Options; Company Warrants. (a) As of the Effective Time, each Company Option and each Company Warrant that is then outstanding shall be converted into the right to receive, an option relating to shares of Parent Common Stock upon substantially the same terms and conditions as are in effect with respect to such option immediately prior to the Effective Time, including with respect to vesting and termination-related provisions (each, an “Parent Option” or “Parent Warrant,” as applicable) except that (a) such Parent Option or Parent Warrant, as applicable, shall relate to that whole number of shares of Parent Common Stock (rounded down to the nearest whole share) equal to the number of shares of Company Common Stock (it being understood that any Company Warrants shall become exercisable for Company Common Stock prior to the Effective Time by virtue of the Company Preferred Stock Conversion) subject to such Company Option or Company Warrant, multiplied by the Exchange Ratio, and (b) the exercise price per share for each such Parent Option or Parent Warrant shall be equal to the exercise price per share of such Company Option or Company Warrant in effect immediately prior to the Effective Time, divided by the Exchange Ratio (the exercise price per share, as so determined, being rounded up to the nearest full cent); provided, however, that the conversion of the Company Options will be made in a manner consistent with Treasury Regulation Section 1.424-1, such that such conversion will not constitute a “modification” of such Company Options for purposes of Section 409A or Section 424 of the Code.
Company Options; Company Warrants. (a) Concurrent with the Effective Time, each Company Option which is outstanding immediately prior to the Effective Time pursuant to the Company Stock Plan shall together with the Company Stock Plan, be assumed by Ciena and shall thereby be converted into an option (an “Assumed Option”) to purchase the number of shares of Ciena Common Stock (decreased to the nearest full share) determined by multiplying (i) the number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time by (ii) the Option Exchange Ratio, at an exercise price per share of Ciena Common Stock (increased to the nearest whole cent) equal to the exercise price per share of Company Common Stock of such Company Option immediately prior to the Effective Time divided by the Option Exchange Ratio. Except for the foregoing adjustments and for any modifications to the terms and conditions of Assumed Options held by Key Employees pursuant to the terms of the Key Employee Agreements, all of the terms and conditions in effect for each Assumed Option immediately prior to the Effective Time shall continue in effect following the assumption of such option in accordance with this Agreement.
