Common use of Company Stock Options; Plans Clause in Contracts

Company Stock Options; Plans. (a) Parent and the Company shall, effective as of the Effective Time, (i) cause each outstanding option to purchase Company Common Stock (a "COMPANY STOCK OPTION") issued pursuant to the Company's 1993 Executive and Directors' Stock Option Plan (the "COMPANY STOCK OPTION PLAN"), whether or not exercisable or vested, to become fully exercisable and vested, (ii) cause each Company Stock Option that is outstanding to be canceled, and (iii) in consideration of such cancellation and, except to the extent that Parent or Sub and the holder of any such Company Stock Option otherwise agree, cause the Company (or, at Parent's option, Sub) to pay such holders of Company Stock Options an amount in respect thereof equal to the product of (x) the excess, if any, of the Merger Consideration over the exercise price of each such Company Stock Option, and (y) the number of shares of Company Common Stock subject to the Company Stock Option immediately prior to its cancellation (such payment to be net of applicable withholding taxes).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rgi Holdings Inc)

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Company Stock Options; Plans. (a) Parent Purchaser and the Company shall, effective as of the Effective Time, (i) cause each outstanding option to purchase Company Common Stock (a "COMPANY STOCK OPTIONCompany Stock Option") issued pursuant to the Company's 1993 Executive and Directors' 1994 Stock Option Plan Plan, as Amended and Restated Effective January 23, 1997 (the "COMPANY STOCK OPTION PLANCompany Stock Option Plan"), whether or not exercisable or vested, to become fully exercisable and vested, (ii) cause each Company Stock Option that is outstanding to be canceled, and (iii) in consideration of such cancellation and, except to the extent that Parent or Sub Purchaser and the holder of any such Company Stock Option otherwise agree, cause the Company (or, at ParentPurchaser's option, SubPurchaser) to pay such holders of Company Stock Options an amount in respect thereof equal to the product of (x) the excess, if any, of the Merger Consideration over the exercise price of each such Company Stock Option, and (y) the number of shares of Company Common Stock subject to the Company Stock Option immediately prior to its cancellation (such payment to be net of applicable withholding taxes).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Winsloew Furniture Inc)

Company Stock Options; Plans. (a) Parent and the Company shall, effective as of the Effective Time, (i) cause each outstanding option to purchase Company Common Stock (a "COMPANY STOCK OPTION") issued pursuant to the Company's 1993 Executive Second Amended and Directors' Restated Stock Option Plan (the "COMPANY STOCK OPTION PLAN"), whether or not exercisable or vested, to become fully exercisable and vested, (ii) cause each Company Stock Option that is outstanding to be canceled, canceled and (iii) in consideration of such cancellation and, except to the extent that Parent or Sub and the holder of any such Company Stock Option otherwise agree, cause the Company (or, at Parent's option, Sub) to pay such holders of Company Stock Options an amount in respect thereof equal to the product of (x) the excess, if any, of the Merger Consideration Offer price over the exercise price of each such Company Stock Option, Option and (y) the number of shares of Company Common Stock subject to the Company Stock Option immediately prior to its cancellation (such payment to be net of applicable withholding taxes).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tyco International LTD)

Company Stock Options; Plans. (a) Parent and the Company shall, effective as of the Effective Time, (i) cause each outstanding option to purchase Company Common Stock (a "COMPANY STOCK OPTIONCompany Stock Option") issued pursuant to the Company's 1993 Executive and Directors' Stock Option Plan (the "COMPANY STOCK OPTION PLANCompany Stock Option Plan"), whether or not exercisable or vested, to become fully exercisable and vested, (ii) cause each Company Stock Option that is outstanding to be canceled, and (iii) in consideration of such cancellation and, except to the extent that Parent or Sub and the holder of any such Company Stock Option otherwise agree, cause the Company (or, at Parent's option, Sub) to pay such holders of Company Stock Options an amount in respect thereof equal to the product of (x) the excess, if any, of the Merger Consideration over the exercise price of each such Company Stock Option, and (y) the number of shares of Company Common Stock subject to the Company Stock Option immediately prior to its cancellation (such payment to be net of applicable withholding taxes).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Legend Properties Inc)

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Company Stock Options; Plans. (a) Parent Purchaser and the Company shall, effective as of the Effective Time, (i) cause each outstanding option to purchase Company Common Stock (a "COMPANY STOCK OPTION") issued pursuant to the Company's 1993 Executive and Directors' 1994 Stock Option Plan Plan, as Amended and Restated Effective January 23, 1997 (the "COMPANY STOCK OPTION PLAN"), whether or not exercisable or vested, to become fully exercisable and vested, (ii) cause each Company Stock Option that is outstanding to be canceled, and (iii) in consideration of such cancellation and, except to the extent that Parent or Sub Purchaser and the holder of any such Company Stock Option otherwise agree, cause the Company (or, at ParentPurchaser's option, SubPurchaser) to pay such holders of Company Stock Options an amount in respect thereof equal to the product of (x) the excess, if any, of the Merger Consideration over the exercise price of each such Company Stock Option, and (y) the number of shares of Company Common Stock subject to the Company Stock Option immediately prior to its cancellation (such payment to be net of applicable withholding taxes).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Winsloew Furniture Inc)

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