Company Stock Options. At the Effective Time, each Company Stock --------------------- Option shall be deemed to have been assumed by Evergreen, without further action by Evergreen, and shall thereafter be deemed an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, that number of shares of Surviving Corporation Common Stock that would have been received in respect of such Company Stock Option if it had been exercised immediately prior to the Effective Time (such Company Stock Options assumed by Evergreen, the "Assumed Chancellor Stock Options"); provided, however, that, for -------- ------- each optionholder, (i) the aggregate fair market value of Surviving Corporation Common Stock subject to Assumed Chancellor Stock Options immediately after the Effective Time shall not exceed the aggregate exercise price thereof by more than the excess of the aggregate fair market value of Company Common Stock subject to Company Stock Options immediately before the Effective Time over the aggregate exercise price thereof and (ii) on a share-by-share comparison, the ratio of the exercise price of the Assumed Chancellor Stock Option to the fair market value of the Surviving Corporation Common Stock immediately after the Effective Time is no more favorable to the optionholder than the ratio of the exercise price of the Company Stock Option to the fair market value of the Company Common Stock immediately before the Effective Time; and provided, -------- further, that no fractional shares shall be issued on the exercise of such ------- Assumed Chancellor Stock Option and, in lieu thereof, the holder of such Assumed Chancellor Stock Option shall only be entitled to a cash payment in the amount of such fraction multiplied by the closing price per share of Surviving Corporation Common Stock on the Nasdaq National Market on the business day immediately prior to the date of such exercise.
Company Stock Options. (a) Effective as of immediately following the Effective Time, the Company shall take all necessary actions to adjust the Company Stock Awards outstanding as of the Effective Time in accordance with the terms of the Company Stock Plans so as to give effect to the Reverse Stock Split.
(b) In the event that, following the adjustment to the Company Stock Options (each such Company Stock Option, as so adjusted, an “Adjusted Company Stock Option”) made pursuant to Section 4.02(a), the number of shares of Common Stock subject to any Adjusted Company Stock Option is less than one, then, except as otherwise agreed by the Company and any holder of any Adjusted Company Stock Option, the Company shall cause such Adjusted Company Stock Option to be cancelled immediately following the Reverse Stock Split, and, in consideration of such cancellation, the holder of such Adjusted Company Stock Option shall be entitled to receive a cash payment (less applicable tax withholdings) equal to, for each share of Common Stock subject to such Company Stock Option immediately prior to the Reverse Stock Split, the Offer Price minus the per share exercise price of such Company Stock Option immediately prior to the Reverse Stock Split; provided, that in the case of any Company Stock Options issued on or following November 7, 2005 to any person who is a full-time employee of the Company as of the date hereof, any Adjusted Company Stock Options with respect to such Company Stock Options shall remain outstanding and holders of such Adjusted Company Stock Options shall not be entitled to receive any cash payments. The Company shall take all steps necessary and appropriate to give effect to this Section 4.02(b), including using reasonable best efforts to obtain any necessary consents to the cancellation of the Adjusted Company Stock Options.
(c) In the event that, following the adjustment to outstanding restricted stock or restricted stock units (each, as so adjusted, an “Adjusted Company Restricted Stock”) made pursuant to Section 4.02(a), the number of shares of Common Stock subject to any Adjusted Company Restricted Stock is less than one, then, except as otherwise agreed by the Company and any holder of any Adjusted Company Restricted Stock, the Company shall cause such Adjusted Company Restricted Stock to be cancelled immediately following the Reverse Stock Split, and, in consideration of such cancellation, the holder of such Adjusted Company Restricted Stock shall be entitled to receiv...
Company Stock Options. (a) As soon as practicable following the date of this Agreement, the Board of Directors of the Company (or, if appropriate, any committee thereof administering any Company Benefit Plan) shall adopt such resolutions and take such other actions as may be required to effect the following related to each option to purchase or acquire shares of Company Common Stock, held by an employee, director or consultant of the Company or any Subsidiaries (collectively, the “Company Stock Options”):
(i) effective as of the Effective Date, the vesting of each unvested Company Stock Option shall be accelerated so that all Company Stock Options shall be fully vested as of the Effective Date;
(ii) effective as of the Effective Date, each Company Stock Option (whether vested or not) outstanding immediately prior to the Effective Date with an exercise price per share that is less than the Merger Consideration shall be cancelled by the Company in exchange for the right to receive, without interest, a cash amount equal to the product of (A) the excess, if any, of (x) the Merger Consideration, over (y) the exercise price per share of such Company Stock Option, multiplied by (B) the total number of shares of Company Common Stock subject to such Company Stock Option (such product referred to herein as “Option Consideration”); and
(iii) effective as of the Effective Date, each Company Stock Option outstanding as of the Effective Date with an exercise price per share that is equal to or greater than the Merger Consideration shall be terminated, without any consideration therefor.
(b) The Company shall ensure that following the Effective Date, no holder of a Company Stock Option (or former holder of a Company Stock Option) or any participant in any Company Benefit Plan shall have any right thereunder to acquire any capital stock of the Company or the Surviving Corporation or any other equity interest therein.
Company Stock Options. (a) As of the Closing, all outstanding options and other rights to acquire shares under the Company's 1993 Long-Term Stock Incentive Plan and the Company's Global Employee Stock Purchase Plan (each, as amended, an "Option Plan," together, the "Option Plans" and such options and other rights, "Stock Options") whether or not such Stock Options are then exercisable or vested, shall vest in full, and as soon as practicable after the Closing Date, but in any event within 5 Business Days thereafter, Purchaser shall pay to the holder of each outstanding Stock Option an amount in cash equal to the difference between the Share Offer Price and the exercise price per share of each such Stock Option, less applicable withholding taxes; except in the case of certain Italian and German executives identified by the Company in writing to Purchaser prior to the date hereof with respect to whom arrangements shall be made (subject to applicable law) as described on Schedule 1.2 attached hereto. If and to the extent required by the terms of the Option Plans or the terms of any Stock Option granted thereunder, the Company shall use its best efforts to obtain the consent of each holder of outstanding Stock Options to the foregoing treatment of such Stock Options and to take any other action necessary to effectuate the foregoing provisions.
(b) Except as provided in Section 1.2(a), the Option Plans shall terminate as of the Closing Date and any rights under any provisions in any other plan, program or arrangement (other than the option agreement (the "Option Agreement") dated as of November 15, 1993 between the Shareholder (or Purchaser as assignee of the Option Agreement) and the Company giving the Shareholder (or Purchaser as assignee of the Option Agreement) an option, subject to the fulfillment of certain conditions, to purchase all of the Priority Shares) providing for the issuance or grant by the Company of any interest in respect of the capital stock of the Company shall be canceled as of the Closing Date.
(c) The Company hereby consents and agrees to the assignment and transfer by the Shareholder to Purchaser, at the Closing, of all rights and obligations of the Shareholder under the Option Agreement. Notwithstanding the provisions of Section 9 of the Option Agreement, the Company acknowledges and agrees that the Option Agreement shall remain in full force and effect and be unaffected by the transactions contemplated by this Agreement and the Shareholders Agreement.
Company Stock Options. (a) At the Effective Time, each option to purchase Company Shares (each, a "Company Option") outstanding under any stock option or compensation plan or arrangement of the Company, whether or not vested, shall be canceled and in consideration of such cancellation, the Surviving Corporation shall pay to each holder of a canceled Company Option, as soon as practicable following the Effective Time, an amount per Company Share subject to such canceled Company Option equal to the greater of (i) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Company Share subject to such canceled Company Option and (ii) $1.00.
(b) Prior to the Effective Time, the Company, Holding and Acquiror shall take all commercially reasonable actions to (i) obtain all necessary consents from the holders of Company Options and (ii) take such other actions (including, without limitation, amending the terms of any Company stock option or compensation plan or arrangement), necessary to give effect to the transactions contemplated by Section 3.5(a).
Company Stock Options. (a) Simultaneously with the execution of this Agreement, the Company Board (or, if appropriate, any committee thereof) has adopted resolutions to cancel all Company Stock Options effective immediately prior to the Effective Time (and the Company hereby agrees to take all other actions necessary so that at the Effective Time all Company Stock Options shall be canceled), in accordance with and pursuant to the terms of the Company Stock Plans or otherwise under which such Company Stock Options were granted as applicable. In consideration of such cancellation, the holder of each Company Stock Option that has not been exercised prior to the Effective Time who shall execute and deliver to the Company, at or prior to the Effective Time, an Option Cancellation Agreement substantially in the form of Exhibit A, shall be entitled to receive an amount of cash equal to the product of the following: (i) the excess, if any, of (A) the Offer Price over (B) the exercise price per share of the Company Common Stock subject to such Company Stock Option, multiplied by (ii) the number of shares of Company Common Stock issuable pursuant to the unexercised portion of such Company Stock Option.
(b) The Company Stock Plans and other stock option plans of the Company shall terminate effective as of the Effective Time and no participant in the Company Stock Plans shall thereafter be granted any rights thereunder to acquire any equity securities of the Company, the Surviving Corporation, or any Subsidiary of any of the foregoing.
(c) All amounts payable pursuant to this Section 1.12 shall be subject to any required withholding of Taxes and shall be paid at or as soon as practicable following the Effective Time, but in any event within seven days following the Effective Time, without interest.
Company Stock Options. As of the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each option to purchase shares of Company Common Stock granted under any Company Equity Plan (each, a “Company Stock Option”), whether vested or unvested, that is outstanding and unexercised as of immediately prior to the Effective Time shall be assumed by Parent and shall be converted into an option (a “Parent Share Option”) to acquire (i) that number of whole Parent Shares (rounded down to the nearest whole share) equal to the product obtained by multiplying (A) the number of shares of Company Common Stock subject to such Company Stock Option as of immediately prior to the Effective Time by (B) the Exchange Ratio, (ii) at an exercise price per Parent Share (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (A) the exercise price per share of Company Common Stock of such Company Stock Option by (B) the Exchange Ratio; provided, however, that each such Company Stock Option that is an “incentive stock option” (as defined in Section 422 of the Code) shall be adjusted in accordance with the foregoing in a manner consistent with the requirements of Section 424 of the Code. The Parties intend that the adjustments in this Section 2.3(a) are in accordance with Treasury Regulation Section 1.409A-1(b)(5)(v)(D) and will not subject any Company Stock Option that is converted into a Parent Share Option to Section 409A of the Code. Except as otherwise provided in this Section 2.3(a), each such Company Stock Option assumed and converted into a Parent Share Option pursuant to this Section 2.3(a) shall continue to have, and shall be subject to, the same terms and conditions as applied to the corresponding Company Stock Option as of immediately prior to the Effective Time.
Company Stock Options. Section 2.6
Company Stock Options. Each Company Stock Option outstanding as of the Effective Time of the Merger shall be treated in accordance with Section 12.2.
Company Stock Options. At the Effective Time, each outstanding option to purchase shares of Common Stock under the Company Stock Plan (a “Company Stock Option”) whether vested or unvested immediately prior to the Effective Time, shall, automatically and without any required action on the part of the holder thereof, be cancelled and terminated. Without limiting the foregoing: each Company Stock Option with a per share exercise price that is less than the Merger Consideration shall be converted into only the right to receive an amount in cash equal to the product of (i) the positive difference, if any, of the Merger Consideration minus the exercise price per share of such Company Stock Option, multiplied by (ii) the number of shares of Common Stock issuable upon the exercise of such Company Stock Option as of immediately prior to the Effective Time, which amount shall be payable as soon as reasonably practicable following the Effective Time and in no event later than five (5) Business Days after the Effective Time; and (b) each Company Stock Option with an exercise price per share that is equal to or greater than the Merger Consideration shall be cancelled and terminated without any cash or other payment being made in respect thereof.
