Company Stock Options and Company Warrants. (a) The Company represents and warrants that each option to acquire Shares granted under any Company Stock Plan or any other agreement (each, a “Company Stock Option”) automatically becomes fully vested and exercisable upon consummation of the Offer (the “Trigger Event”) pursuant to the terms of the Company Stock Plans without any action on the part of the Company, Parent, Merger Subsidiary or the holder of any such Company Stock Option. At the Effective Time, each Company Stock Option outstanding immediately prior to the Effective Time, without any action on the part of the Company, Parent, Merger Subsidiary or the holder of any such Company Stock Option, shall be converted into the right to receive an amount in cash, without interest, equal to (a) the Option Consideration multiplied by (b) the aggregate number of Shares into which the applicable Company Stock Option was exercisable immediately prior to the Effective Time. Any payment made pursuant to this Section 3.08(a) to the holder of any Company Stock Option shall be reduced by any income or employment Tax withholding required under (i) the Code, (ii) any applicable state, local or foreign Tax Laws or (iii) any other applicable Laws. To the extent that any amounts are so withheld, those amounts shall be treated as having been paid to the holder of that Company Stock Option for all purposes under this Agreement. The Company shall make the payments in respect of the Company Stock Options as promptly as practicable following the cancellation of such Company Stock Options as contemplated by this Section 3.08(a) by checks payable to the holders of such Company Stock Options unless the aggregate amount payable to a particular individual exceeds $500,000, in which event payment shall be made by wire transfer of immediate available funds upon receipt by the Company of written payment instructions from the relevant option holder. Upon written notice from the Company, Parent shall cause Merger Subsidiary to pay to the Company an amount in cash sufficient to fund the Company’s payment obligation under this Section 3.08(a) as such amounts are paid (such amount to be set forth in such written notice). The Company shall take all requisite action so that, immediately following such payment, each Company Stock Option shall be cancelled and all Company Stock Plans shall be terminated. The Company shall not grant any additional stock options or other stock-based compensation under the Company Stock Plans or otherwise ...
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).
Company Stock Options and Company Warrants. (a) At the Effective Time, (i) each Company Stock Option 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 Talos Common Stock, and Talos shall assume each such Company Stock Option in accordance with its terms and the Company Stock Option Plans, if applicable, and all rights with respect to Company Common Stock shall thereupon be converted into rights with respect to Talos Common Stock. Accordingly, from and after the Effective Time: (i) each Company Stock Option may be exercised solely for shares of Talos Common Stock; (ii) the number of shares of Talos Common Stock subject to each Company Stock Option shall be determined by multiplying (A) 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 (B) the Exchange Ratio and rounding the resulting number down to the nearest whole number of shares of Talos Common Stock; (iii) the per share exercise price for the Talos Common Stock issuable upon exercise of each Company Stock Option shall be determined by dividing (A) the per share exercise price of Company Common Stock subject to such Company Stock Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on the exercise of any Company Stock Option shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Stock Option shall otherwise remain unchanged; provided, however, that: (A) to the extent provided under the terms of a Company Stock Option, such Company Stock Option 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 Talos Common Stock subsequent to the Effective Time; and (B) Talos’ 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 Stock assumed by Talos. Notwithstanding anything to the contrary in this Section 5.4(a), the conversion of each Company Stock Option (regardless of whether such option qualifies as ...
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. (a) At the Effective Time, as a result of the Merger and without any action on the part of the holder of any Company Stock Option (as hereinafter defined), each unexpired and unexercised option to acquire Company Common Stock outstanding immediately prior to the Effective Time under the 1999 Plan (as hereinafter defined), whether vested or unvested (each, a "Company Stock Option" and, collectively, the "Company Stock Options"), shall automatically be canceled and each holder of a Company Stock Option shall have the right to receive from the Surviving Corporation a cash payment (less any amounts as are required to be deducted and withheld with respect to the making of such payment under the Code, or any provision of any other Tax Law) in an aggregate amount equal to the difference, if any, between the Merger Consideration and the exercise price of such Company Stock Option as expressly stated in the 1999 Plan, stock option agreement or other agreement (to the extent such difference is a positive number) (the "Option Consideration"). Company Stock Options with an exercise price equal to or greater than the Merger Consideration will be canceled without any consideration. The Option Consideration shall be paid promptly after the Closing Date, but in no event later than five (5) business days thereafter.
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. (a) At the Effective Time, each outstanding option to purchase Company Common Stock (“Company Stock Options”), whether vested or unvested, granted under the stock option plans or other equity-related plans of the Company identified on Section 2.3(a) of the Company Disclosure Letter (the “Company Stock Plans”) shall be fully vested and cancelled and shall solely represent the right to receive from the Company in exchange, at the Effective Time or as soon as practicable thereafter, an amount in cash equal to the product of (i) the number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of the Common Stock Merger Consideration over the exercise price per share of Company Common Stock subject to such Company Stock Option. The Company shall pay to the holders of Company Stock Options the cash payments described in this Section 2.3(a) at or as soon as reasonably practicable after the Effective Time, but in any event within ten (10) Business Days following the Effective Time.
Company Stock Options and Company Warrants. (a) Subject to the second sentence of this paragraph (a), each of the Company Stock Options that are outstanding as of the Effective Date (the "Outstanding Options"), shall be converted without any action on the part of the holder thereof into the right to receive, as of the Effective Date, an amount equal to the product of (i) the number of shares of Company Common Stock subject to such Outstanding Option (irrespective of whether such Outstanding Option is then exercisable) and (ii) the amount by which the Initial Merger Consideration exceeds the exercise or strike price per share of Company Common Stock subject to such Outstanding Option immediately prior to the Effective Date. Notwithstanding the foregoing, if any holder of Outstanding Options is a Promissory Note Stockholder, and if the Shares held of record by such Promissory Note Stockholder were converted into the right to receive $0 pursuant to Section 2.2(a) hereof, then the amount that such Promissory Note Stockholder shall be entitled to receive pursuant to the foregoing sentence shall be decreased by the amount by which such Promissory Note Stockholder's Clause B Amount exceeds such Promissory Note Stockholder's Clause A Amount. The Company shall use commercially reasonable efforts to cause all holders of Outstanding Options to surrender to the Paying Agent their option award agreements for cancellation, and thereupon such holders shall receive the requisite cash consideration (if any), subject to applicable withholding taxes, if any.
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 obtaining the consent of the individual option and warrant holders and the adoption of Company Board resolutions, if necessary, to (i) terminate the Company’s Stock Option Plan, (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); and (iii) cancel, as of the Effective Time, each outstanding warrant to purchase shares of Common Stock (each, a “Company Warrant”) 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).
Company Stock Options and Company Warrants. At the Effective Time, each Company Option and Company Warrant that is then outstanding, whether under the Company Option Plans or otherwise, shall be treated as follows:
