Company Stock Awards. “Company Stock Awards” shall mean all Company Options, RSUs and Restricted Shares.
Company Stock Awards. The Company shall take all requisite action so that:
Company Stock Awards. (a) At the Effective Time, each Company Option that is outstanding immediately prior to the Effective Time, whether or not then vested or exercisable (each, an “Assumed Option”), shall be assumed by Parent. In accordance with its terms and subject to the requirements of Section 422 of the Code, each Assumed Option shall (i) be converted into an option to acquire that number of shares of Parent Common Stock equal to the product obtained by multiplying (x) the number of shares of Company Common Stock subject to such Company Option, and (y) the Option Exchange Ratio, rounded down to the nearest whole share of Parent Common Stock, and (ii) have an exercise price per share equal to the quotient obtained by dividing (x) the per share exercise price of Company Common Stock subject to such Assumed Option, by (y) the Option Exchange Ratio (which price per share shall be rounded up to the nearest whole cent). Each Assumed Option shall otherwise be subject to the same terms and conditions (including as to vesting and exercisability) as were applicable under the respective Company Option immediately prior to the Effective Time. It is the intention of the parties that each Assumed Option that qualified as an incentive stock option (as defined in Section 422 of the Code) shall continue to so qualify, to the maximum extent permissible, following the Effective Time.
Company Stock Awards. Prior to the Effective Time, the Company shall take all actions (including obtaining any necessary determinations and/or resolutions of the Company Board or a committee thereof) that may be necessary (under the Company Equity Plan and award agreements pursuant to which Company Stock Awards are outstanding or otherwise) to (i) effectuate the provisions of Section 2.8, (ii) terminate the Company Equity Plan (except as otherwise agreed by Parent) effective as of and contingent upon the Effective Time and ensure that, from and after the Effective Time, holders of Company Stock Awards shall have no rights with respect thereto other than those specifically provided in this Agreement.
Company Stock Awards. (a) At or immediately prior to the Effective Time, each option (or portion thereof) to acquire Shares granted or issued pursuant to any Employee Plan that is outstanding immediately prior to the Effective Time (collectively, the “Company Stock Options”) shall be canceled and converted into the right to receive, at or promptly after the Effective Time, an amount in cash determined by multiplying (i) the excess, if any, of the Merger Consideration over the applicable exercise price of such canceled Company Stock Option by (ii) the number of Shares subject to such Company Stock Option immediately prior to the Effective Time.
Company Stock Awards. The right to receive shares of the Company Common Stock pursuant to the exercise of each vested and unvested option for the Company Common Stock (each, an "Option") that is outstanding immediately prior to the Effective Time shall be canceled and exchanged for the right to receive an amount of cash equal to the product obtained by multiplying (x) the total number of shares of the Company Common Stock issuable upon the exercise of the unexercised portion of such Option by (y) the excess, if any, of the Per Share Amount over the exercise price per share of the Company Common Stock under such Option (with the aggregate amount of such payment rounded up to the nearest cent), less any required withholding taxes (in the aggregate, the "Option Consideration"). The right to receive cash pursuant to the exercise of each vested and unvested stock appreciation right (each, a "SAR") that is outstanding immediately prior to the Effective Time shall be canceled and exchanged for the right to receive an amount of cash equal to the product obtained by multiplying (x) the total number of shares of the Company Common Stock to which the unexercised portion of the SAR relates by (y) the excess, if any, of the Per Share Amount over the applicable per share base price of the SAR (with the aggregate amount of the payment for all such SAR stock units rounded up to the nearest cent), less any required withholding taxes (in the aggregate, the "SAR Consideration," and together with the Option Consideration, the "Award Consideration"). As of the Effective Time, all such Options and SARs (together, "Awards") shall no longer be outstanding and shall automatically be canceled and retired and shall expire and cease to exist and each holder of such Awards shall cease to have any rights with respect thereto, except the right to receive such holder's pro rata portion of the Award Consideration. Parent agrees that the Company may amend the Company Stock Plans (as defined below) as necessary for the sole purpose of implementing the foregoing provisions of this Section 2.3; provided, however, prior to any amendment the Company consults with Parent as to, and provides Parent with a copy of, the terms of any such proposed amendment. The cash amounts resulting from the conversions pursuant to this Section 2.3 shall be paid as soon as practicable after the Effective Time, but no later than five (5) business days thereafter.
Company Stock Awards. (a) Prior to the Effective Time, the Company shall take all actions (including obtaining any necessary determinations and/or resolutions of the Company Board or a committee thereof) that may be necessary (under the Company Equity Plans and award agreements pursuant to which Company Stock Awards are outstanding or otherwise) to (i) accelerate the vesting and exercisability (as applicable) of each unvested Company Stock Award then outstanding so that each such Company Stock Award shall be fully vested and exercisable (as applicable) effective as of immediately prior to, and contingent upon, the Effective Time in accordance with Section 2.8, (ii) terminate each Company Equity Plan (except as otherwise agreed by Parent) effective as of and contingent upon the Effective Time and (iii) following the vesting acceleration described in clause (i) above, cause, as of the Effective Time, each unexpired and unexercised Company Option and each unexpired RSU then outstanding as of immediately prior to the Effective Time (and each plan, if any, under which any Company Stock Award may be granted except, with respect to any such plan, as otherwise agreed by Parent) to be cancelled, terminated and extinguished, subject, if applicable, to payment pursuant to Section 2.8.
Company Stock Awards. The Company shall take all requisite action so that at the Effective Time, each outstanding option to purchase Shares (“Company Stock Options”) under any stock option plan of the Company, including the Penford Corporation 1994 Stock Option Plan, the Penford Corporation 2006 Long-Term Incentive Plan, as amended, and any other plan, agreement or arrangement of the Company (collectively, the “Company Equity Plans”), shall be cancelled and, in exchange therefor, each holder of any such cancelled Company Stock Option shall be entitled to receive, in consideration of the cancellation of such Company Stock Option and in settlement therefor, a payment in cash of an amount equal to the product of (i) the total number of Shares subject to such cancelled Company Stock Option and (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Share subject to such cancelled Company Stock Option, without interest (such amounts payable hereunder, the “Option Payments”); provided, however, that (i) any such Company Stock Option with respect to which the exercise price per Share subject thereto is equal to or greater than the Merger Consideration shall be cancelled in exchange for no consideration and (ii) such Option Payments may be reduced by the amount of any required Tax withholdings as provided by this Agreement. The Option Payments shall be paid out in accordance with Section 2.2. From and after the Effective Time, no Company Stock Option shall be exercisable, and each Company Stock Option shall only entitle the holder thereof to the payment provided for in this Section 2.1(d).
Company Stock Awards. (a) Subject to the provisions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each award of restricted stock, restricted stock unit, performance stock unit, deferred stock unit, or other full value stock award granted under a Company Stock Plan (each, a “Company Stock Award”), which is outstanding immediately prior to the Effective Date shall vest in accordance with the terms and conditions of the Company Stock Plan and applicable award agreement, based on actual Company performance through the Effective Time, and each holder of a vested Company Stock Award shall become a holder of Company Common Stock immediately prior to the Effective Time. All Company Common Stock received in accordance with this Section 2.5(a) shall be treated as a Non-Electing Company Share for the purpose of Section 2.1(a)(iv) without further action by the holder thereof.
Company Stock Awards. (a) At the Effective Time, each Company Option outstanding as of immediately prior to the Effective Time that is not held by a Non-Continuing Employee (each such employee, a “Continuing Employee”) shall be assumed by Parent and shall, by virtue of and contingent upon the Merger and without any action on the part of any such Continuing Employee, be assumed by Parent. Each Company Option so assumed (each, an “Assumed Company Option”) shall continue to have, and be subject to, the same terms and conditions set forth in the applicable Company Option Plan under which it was granted and any option agreement between the Company and the optionee with regard to such Company Option as in effect immediately prior to the Effective Time, except that (i) each such Assumed Company Option will be exercisable for that number of whole shares of Parent Common Stock equal to the product of (x) the number of shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by (y) the Exchange Ratio, with the resulting number rounded down to the nearest whole number of shares of Parent Common Stock, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Assumed Company Option will be equal to the quotient of (x) the exercise price per share of Company Common Stock at which such Company Option was exercisable immediately prior to the Effective Time divided by (y) the Exchange Ratio, with the resulting exercise price per share rounded up to the nearest whole cent. Each Assumed Company Option shall have the additional terms and conditions set forth on Schedule 3.8(a). It is intended that the Assumed Company Options shall qualify following the Effective Time as “incentive stock options” as defined in Section 422 of the Code to the extent that such Assumed Company Options qualified as incentive stock options immediately prior to the Effective Time, and the provisions of this Section 3.8(a) shall be applied in a manner consistent with such intent. The conversion and assumption of the Company Options is intended to comply with the regulations and other binding guidance under Section 409A of the Code, including Treasury Regulation Section 1.409A-1(b)(5)(v)(D), and such converted options to purchase Parent Common Stock shall be subject to the same terms and conditions (including vesting schedule, expiration date, exercise provisions and transfer restrictions) as we...
