Company Stock Options and Company Warrants Sample Clauses
Company Stock Options and Company Warrants. Not later than immediately prior to the Effective Time, Company shall cause the Board of Directors of Company to adopt all resolutions, take all actions and obtain all consents necessary to provide that:
(a) all warrants to acquire shares of Company Common Stock heretofore issued by the Company (“Company Warrants”) shall cease to represent, as of the Effective Time, a right to acquire shares of Company Common Stock and shall be converted in settlement and cancellation thereof, into the right to receive, at the Effective Time, a lump sum cash payment by the Surviving Corporation (the “Warrant Payment”) of an amount equal to (i) the excess, if any, of (A) the per share Common Stock Merger Consideration over (B) the exercise price per share of Company Common Stock subject to such Company Warrant, multiplied by (ii) the number of shares of Company Common Stock for which such Company Warrant shall not heretofore have been exercised, less the twenty-two and four hundred and eighty-four thousandths percent (22.484%) of the Warrant Payment payable to the Escrow Agent pursuant to Section 1.11;
(b) all outstanding options to acquire shares of Company Common Stock from Company (“Company Stock Options”) heretofore granted under the Company Stock Plan, whether or not then exercisable or vested, shall cease to represent, as of the Effective Time, a right to acquire shares of Company Common Stock and shall be converted, in settlement and cancellation thereof, into the right to receive, at the Effective Time, a lump sum cash payment by the Surviving Corporation (the “Option Payment”) of an amount equal to (i) the excess, if any, of (A) the per share Common Stock Merger Consideration over (B) the exercise price per share of Company Common Stock subject to such Company Stock Option, multiplied by (ii) the number of shares of Company Common Stock for which such Company Stock Option shall not theretofore have been exercised, less the twenty-two and four hundred and eighty-four thousandths percent (22.484%) of the Warrant Payment payable to the Escrow Agent pursuant to Section 1.11;
(c) the Company Stock Plan shall terminate, and all rights under any provision of any other plan, program or arrangement providing for the issuance or grant of any other interest with respect to the capital stock or other equity interests of Company shall be canceled, effective as of the Effective Time, without any liability on the part of Company (except as otherwise expressly provided in this Agr...
Company Stock Options and Company Warrants. (a) At the Effective Time, each Company Stock Option that is outstanding and unexercised immediately prior to the Effective Time, whether vested or unvested, will be converted into and become an option to purchase Parent Common Stock, and the Company Stock Option Plan shall be assumed by Parent. All rights with respect to the Company Common Stock under each Company Stock Option assumed by Parent shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time: (i) each Company Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (ii) the number of shares of Parent Common Stock subject to each Company Stock Option assumed by Parent shall be determined by multiplying (x) the number of shares of Company Common Stock that were subject to such Company Stock Option, as in effect immediately prior to the Effective Time, by (y) the Exchange Ratio, with the resulting number rounded down to the nearest whole number of shares of Parent Common Stock, (iii) the exercise price per share for the Parent Common Stock issuable upon exercise of each assumed Company Stock Option will equal the quotient obtained from dividing (x) the exercise price per share for the Company Common Stock purchasable pursuant to the assumed Company Stock Option immediately prior to the Effective Time by (y) the Exchange Ratio, with the resulting exercise price rounded up to the nearest whole cent, and (iv) any restriction on the exercise of any assumed Company Stock Option shall continue in full force and effect and the term, exercisability, vesting schedule, status as an “incentive stock option” under Section 422 of the Code, if applicable, and other provisions of such Company Stock Option will otherwise remain unchanged; provided, however, that: (1) to the extent provided under the terms of a Company Stock Option, such Company Stock Option assumed by Parent in accordance with this Section 1.6(a) will, 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 Parent Common Stock subsequent to the Effective Time, (2) Parent’s Board of Directors or an authorized committee thereof will succeed to the authority and responsibility of the Company’s Board of Directors or any authorized...
Company Stock Options and Company Warrants. (a) Between the date of this Agreement and the Closing Date, the Company shall take all necessary action (which action shall be effective as of the Effective Time), including the adoption of Company Board resolutions, if necessary, to (i) terminate the Company’s Stock Option Plan, and (ii) cancel, as of the Effective Time, each option to purchase shares of Common Stock granted under such Stock Option Plan or otherwise (each, a “Company Stock Option”) that is outstanding and unexercised immediately prior to the Effective Time (in each case, without the creation of additional liability to the Company or any Subsidiaries but subject to the terms of this Agreement, including but not limited to Section 2.06(c) hereof).
(b) As of the Effective Time, the obligations of the Company with respect to each outstanding warrant to purchase shares of Common Stock (each, a “Company Warrant”) that is outstanding and unexercised immediately prior to the Effective Time shall be assumed by the Surviving Corporation.
(c) prior to a change of control and the cash payment for such vested Company Stock Options (if applicable) will be determined based on the formula provided in the previous sentence. The Paying Agent shall make payment to the holders of Company Stock Options within five (5) days following the Closing Date by mailing certified or bank checks payable to such holders in next day funds.
Company Stock Options and Company Warrants. The Company shall require that all Company Stock Options and Company Warrants will be canceled unless exercised no later than immediately prior to the Effective Time and that all shares of Company Preferred Stock shall be converted into shares of Company Common Stock as of immediately prior to and conditional upon the occurrence of the Effective Time.
Company Stock Options and Company Warrants. (a) Immediately prior to the Effective Time, each then outstanding warrant to purchase Company Preferred Stock (a "Company Warrant") and each then outstanding option to purchase Company Common Stock (a "Company Stock Option" and, together with the Company Warrants and the Company Stock, collectively, the "Company Securities"), whether or not then exercisable, shall be cancelled by the Company, and in consideration of such cancellation (and except to the extent that Parent or Merger Sub and the holder of any such Company Warrant or Company Stock Option otherwise agree), such holder shall be entitled to receive for each Company Warrant or Company Stock Option an amount, payable in accordance with Section 2.2, equal to (i) the excess of (A) Adjusted Final Total Merger Consideration, divided by the Total Company Share Amount over (B) the per-share exercise price of such Company Warrant or Company Stock Option multiplied by (ii) the number of shares subject to such Company Warrant or Company Stock Option.
(b) The Company shall take all actions necessary and appropriate so that all stock option or other equity based plans maintained with respect to the Company Stock (each, a "Company Stock Option Plan"), shall terminate as of the Effective Time and the provisions in any other benefit plan providing for the issuance, transfer or grant of any capital stock of the Company or any interest in respect of any capital stock of the Company shall be deleted as of the Effective Time, and the Company shall take all actions to ensure that following the Effective Time no holder of a Company Warrant or a Company Stock Option or any participant in any Company Stock Option Plan shall have any right thereunder to acquire any stock of the Company, Parent, Merger Sub or the Surviving Corporation.
Company Stock Options and Company Warrants. Each Company Stock Option and each Company Warrant shall have been exercised or terminated pursuant to an Option Termination Agreement, an Option Exercise Agreement or a Warrant Termination Agreement.
Company Stock Options and Company Warrants. Immediately prior to the Effective Time, all Company Stock Options shall have been duly terminated or canceled in accordance with the Company Option Plans and all Company Warrants shall have been duly terminated or canceled in accordance with their terms.
Company Stock Options and Company Warrants. The Company shall notify all holders of Company Stock Options and Company Warrants as soon as practicable after the date of this Agreement (and in no event less than ten days prior to the Closing Date or such longer period of time if required under the NCBCA) that this Agreement has been approved by the Board of Directors of the Company and executed by the Company. The Company shall, consistent with (a) the Company Charter and the Company’s Bylaws, (b) the Company Stock Plans as in effect immediately prior to the Effective Time, (c) all applicable contracts or agreements between the Company and any holder of any Company Stock Options or Company Warrants and (d) all duties, take any and all actions necessary and appropriate to cause all Company Stock Options and Company Warrants that remain unexercised as of the day immediately preceding the Closing Date to be cancelled in their entirety immediately prior to the Effective Time, including, (i) causing the Board of Directors of the Company or the committee appointed by such Board to administer the Company Stock Plans to adopt any resolutions necessary to provide or permit such Company Stock Options to be cancelled and (ii) providing all holders of such Company Stock Options written notice that any and all rights under such Company Stock Options shall terminate immediately prior to the Effective Time unless exercised, to the extent exercisable, pursuant to the terms of the applicable Company Stock Plan and accompanying agreement by such holders as of the day immediately preceding the Effective Date.
Company Stock Options and Company Warrants. Except as set forth in Schedule 7.3.3 of the Company Disclosure Schedule, as of the date of this Agreement (a) no shares of Company Common Stock are reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock granted to employees of Company or other parties (“Company Stock Options”), and (b) no shares of Company Common Stock or Company Preferred Stock are reserved for issuance upon the exercise of outstanding warrants or other rights (other than Company Stock Options) to purchase Company Common Stock or Company Preferred Stock (“Company Warrants”). No shares of the Company’s Preferred Stock are reserved for issuance upon the exercise of outstanding options or warrants, and no shares of the Company’s Preferred Stock are issuable upon the exercise of outstanding options or warrants. All outstanding shares of Company Common Stock and all outstanding Company Stock Options and Company Warrants have been issued and granted in compliance with (x) all applicable securities laws and (in all material respects) other applicable laws and regulations, and (y) all requirements set forth in any applicable Company Contracts (as defined in paragraph 7.24). Immediately prior to the Closing all Company Stock Options and Company Warrants shall have been exercised in full or terminated on terms reasonably satisfactory to Parent, without the Company or PEcoS being obligated to pay any consideration for such termination, and at the Closing no Company Stock Options or Company Warrants will be outstanding. The Company has heretofore delivered to Parent or Parent’s counsel true and accurate copies of the forms of documents used for the issuance of Company Stock Options and Company Warrants and a true and complete list of the holders thereof, including their names and the numbers of shares of Company Common Stock underlying such holders’ Company Stock Options and the Company Warrants.
Company Stock Options and Company Warrants