Common use of Company Stock Plan Clause in Contracts

Company Stock Plan. (a) At the Effective Time, each outstanding option to purchase shares of Company Common Stock (a "COMPANY STOCK OPTION") under the Company Option Plan, whether vested or unvested, shall be converted into an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, except as amended by this SECTION 6.10, a number of HoldCo ADSs equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Company Common Stock subject to the option immediately prior to the Effective Time and (ii) the ADS Consideration and the option exercise price per HoldCo ADS at which such option is exercisable shall be the amount (rounded up to the nearest whole cent) obtained by dividing (iii) the option exercise price per share of Company Common Stock at which such option is exercisable immediately prior to the Effective Time by (iv) the ADS Consideration; PROVIDED, HOWEVER, that, in the case of any Company Stock Option to which Section 421 of the Code applies by reason of its qualification under any of Sections 422-424 of the Code ("QUALIFIED STOCK OPTIONS"), the option exercise price, the number of shares which may be acquired pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Code; PROVIDED, further, that, under no circumstances shall the option exercise price per HoldCo ADS be less than the aggregate par value of the HoldCo Ordinary Shares represented by a HoldCo ADS.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pacificorp /Or/)

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Company Stock Plan. (a) At the Effective Time, each outstanding option to purchase shares of Company Common Stock (a "COMPANY STOCK OPTIONCompany Stock Option") under the Company Option Plan, whether vested or unvested, shall be converted into an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, except as amended by this SECTION Section 6.10, a number of HoldCo ADSs equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Company Common Stock subject to the option immediately prior to the Effective Time and (ii) the ADS Consideration and the option exercise price per HoldCo ADS at which such option is exercisable shall be the amount (rounded up to the nearest whole cent) obtained by dividing (iii) the option exercise price per share of Company Common Stock at which such option is exercisable immediately prior to the Effective Time by (iv) the ADS Consideration; PROVIDEDprovided, HOWEVERhowever, that, in the case of any Company Stock Option to which Section 421 of the Code applies by reason of its qualification under any of Sections 422-424 of the Code ("QUALIFIED STOCK OPTIONSqualified stock options"), the option exercise price, the number of shares which may be acquired pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Code; PROVIDEDprovided, further, that, under no circumstances shall the option exercise price per HoldCo ADS be less than the aggregate par value of the HoldCo Ordinary Shares represented by a HoldCo ADS.

Appears in 1 contract

Samples: Amended and Restated Agreement and Plan of Merger

Company Stock Plan. (a) At the Effective Time, each outstanding option to purchase shares of Company Common Stock (a "COMPANY STOCK OPTIONCompany Stock Option") under the Company Option Plan, whether vested or unvested, shall be converted into an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, except as amended by this SECTION Section 6.10, a number of HoldCo Parent ADSs equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Company Common Stock subject to the option immediately prior to the Effective Time and (ii) the ADS Consideration and the option exercise price per HoldCo Parent ADS at which such option is exercisable shall be the amount (rounded up to the nearest whole cent) obtained by dividing (iii) the option exercise price per share of Company Common Stock at which such option is exercisable immediately prior to the Effective Time by (iv) the ADS Consideration; PROVIDEDprovided, HOWEVERhowever, that, in the case of any Company Stock Option to which Section 421 of the Code applies by reason of its qualification under any of Sections 422-424 of the Code ("QUALIFIED STOCK OPTIONSqualified stock options"), the option exercise price, the number of shares which may be acquired pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Code; PROVIDEDprovided, further, that, under no circumstances shall the option exercise price per HoldCo Parent ADS be less than the aggregate par value of the HoldCo Parent Ordinary Shares represented by a HoldCo Parent ADS.

Appears in 1 contract

Samples: Agreement and Plan of Merger

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Company Stock Plan. (a) At the Effective Time, each outstanding option to purchase shares of Company Common Stock (a "COMPANY STOCK OPTIONCompany Stock Option") under the Company Option Plan, whether vested or unvested, shall be converted into deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, except as amended by this SECTION 6.10, a number of HoldCo ADSs shares of Parent Common Stock equal to the product (rounded down to the nearest whole numbershare) of (i) the number of shares of Company Common Stock subject to issuable upon exercise of the option immediately prior to the Effective Time and (ii) the ADS Consideration Conversion Number; and the option exercise price per HoldCo ADS share of Parent Common Stock at which such option is exercisable shall be the amount (rounded up to the nearest whole cent) obtained by dividing (iii) the option exercise price per share of Company Common Stock at which such option is exercisable immediately prior to the Effective Time by (iv) the ADS ConsiderationConversion Number; PROVIDEDprovided, HOWEVERhowever, that, in the case of any Company Stock Option to which Section Sections 421 of the Code applies by reason of its qualification under any of Sections 422-422 to 424 of the Code ("QUALIFIED STOCK OPTIONSqualified stock options"), the option exercise price, the number of shares which may be acquired purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a425(a) of the Code; PROVIDED, further, that, under no circumstances shall the option exercise price per HoldCo ADS be less than the aggregate par value of the HoldCo Ordinary Shares represented by a HoldCo ADS.

Appears in 1 contract

Samples: Agreement of Merger (Scientio Inc)

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