Company Stock Plans. (a) The Company shall take such action as shall be required:
Company Stock Plans. 13 ARTICLE III
Company Stock Plans. With respect to the stock options (the “Stock Options”) granted pursuant to the stock-based compensation plans of the Company and its subsidiaries (the “Company Stock Plans”) that are currently outstanding and not exercised, (i) each Stock Option intended to qualify as an “incentive stock option” under Section 422 of the Code so qualifies, (ii) each grant of a Stock Option was duly authorized no later than the date on which the grant of such Stock Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was made in accordance with the terms of the Company Stock Plans, the 1934 Act and all other applicable laws and regulatory rules or requirements, including the rules of the Nasdaq Stock Market LLC and any other exchange on which Company securities are traded, and (iv) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company and disclosed in the Company’s filings with the Commission in accordance with the 1934 Act and all other applicable laws. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Stock Options prior to, or otherwise coordinating the grant of Stock Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or prospects.
Company Stock Plans. With respect to each Plan that provides for benefits in the form of Company Common Stock ("Company Stock Plans"), the Company and Parent shall take all corporate action necessary or appropriate to (i) provide for the issuance or purchase in the open market of common stock of Parent rather than Company Common Stock, pursuant thereto, and otherwise to amend such Company Stock Plans to reflect this Agreement and the Merger, (ii) obtain shareholder or board of director approval with respect to such Company Stock Plans to the extent such approval is required for purposes of the Code or other applicable law, or to enable such Company Stock Plans to comply with Rule 16b-3 promulgated under the Exchange Act, (iii) reserve for issuance under such Company Stock Plans or otherwise provide a sufficient number of shares of Parent Common Stock for delivery upon payment of benefits, grant of awards or exercise of options under such Company Stock Plans and (iv) as soon as practicable after the Effective Time, file registration statements on Form S-8 (or any successor or other appropriate forms), with respect to the shares of Parent Common Stock subject to such Company Stock Plans to the extent such registration statement is required under applicable law, and Parent shall use its best efforts to maintain the effectiveness of such registration statements (and maintain the current status of the prospectuses contained therein) for so long as such benefits and grants remain payable and such options remain outstanding. With respect to those individuals who subsequent to the Merger will be subject to the reporting requirements under Section 16(a) of the Exchange Act, the Company shall administer the Company Stock Plans, where applicable, in a manner that complies with Rule 16b-3 promulgated under the Exchange Act. This Section 7.10 shall not limit any reserved right contained in any Plan to amend, modify, suspend, revoke or terminate any such plan, program, agreement or arrangement.
Company Stock Plans. (a) Prior to the consummation of the Offer the Company shall take all actions necessary to provide that, at or immediately prior to the Effective Time, (i) each then outstanding option to purchase Shares (the "Options") and ------- each outstanding Stock Appreciation Right (the "SARs") granted under the ---- Company's 1994 Director Stock Option Plan, 1994 Long-Term Incentive Plan, 1993 Incentive and Non-Statutory Stock Option Plan, 1987 Incentive Stock Option Plan, 1984 Incentive Stock Option Plan and any other stock-based incentive plan or arrangement of the Company (collectively, the "Stock Plans"), whether or not ----------- then vested or exercisable, shall be cancelled and (ii) in consideration of such cancellation, such holders of Options and SARs shall receive for each Share subject to such Option or SAR an amount (subject to any applicable withholding tax) in cash equal to the product of (A) the excess, if any, of the Offer Price over the per Share exercise price of such Option or the per Share base price of such SAR and (B) the number of Shares subject to such Option or SAR, whether or not vested. The Company shall use all reasonable efforts to effectuate the foregoing, including without limitation amending the Stock Plans and obtaining any necessary consents from holders of Options and SARs; provided, -------- however, that prior to the purchase of Shares pursuant to the Offer, the Board ------- of Directors of the Company shall adopt such resolutions or take such other actions as are required to adjust, effective immediately prior to the Effective Time, the terms of each outstanding Option and SAR under the Stock Plans as to which any such consent is not obtained prior to the Effective Time to provide that such Option or SAR shall be converted into the right, upon exercise of such Option or SAR and payment of the exercise price thereof, at any time after the Effective Time, to receive an amount in cash equal to the Offer Price for each Share subject to such Option or SAR, or, alternatively, upon the surrender and cancellation of such Option or SAR at any time after the Effective Time to receive an amount in cash determined by multiplying (i) the excess, if any, of the Offer Price over the applicable exercise price of such Option or base price of such SAR by (ii) the number of Shares subject to such Option or SAR, in either case without interest or any other adjustment thereto.
Company Stock Plans. (a) Prior to the Effective Time, the Company Board (or, if appropriate, any committee administering the Company Stock Plans) shall adopt such resolutions or take such other actions as are required to effect the transactions contemplated by Section 3.1(d) in respect of all outstanding Company Stock Options, and thereafter the Company Board (or any such committee) shall adopt any such additional resolutions and take such additional actions as are required in furtherance of the foregoing.
Company Stock Plans. (a) At the Effective Time, all unexercised options to purchase shares of Company Common Stock (the “Company Stock Options”) then outstanding under the stock option plans listed in Section 1.10(a) of the Company Disclosure Schedule (together, the “Company Stock Plans”) will be terminated or cancelled, as the case may be, in accordance with the terms of such Company Stock Plans and the agreements entered into under such Company Stock Plans. Prior to the Effective Time, the Company shall give any notice required by the Company Stock Plans, which notice shall have been provided to Parent for its review prior to delivery, to holders of Company Stock Options of (i) the acceleration in full of the vesting of such Company Stock Options, if applicable, effective as of a date determined by the Company on or prior to the date of the Effective Time, (ii) the right of each holder of such Company Stock Options to exercise such Company Stock Options contingent upon the consummation of the Merger, (iii) if the Company should so elect, in its sole discretion, the right of each holder of such Company Stock Options to exercise such Company Stock Options on a net exercise basis, contingent upon the consummation of the Merger, and (iv) the termination or cancellation, as the case may be, upon the Closing of any unexercised Company Stock Options.
Company Stock Plans. Prior to the Effective Time, the Company will take all actions necessary and providing all required notices in connection therewith) to terminate each of the Omnibus Plan, the LTICAP, and the Director Plan (the “Company Stock Plans”) and to ensure that, after the Effective Time, no Person shall have any right with respect to outstanding equity-based awards except as provided in this Section 2.04.
Company Stock Plans. (a) Immediately prior to the Effective Time, each then outstanding option to purchase shares (in each case, an Option), 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 the Purchaser and the holder of any such Option otherwise agree, the Company (or, at Parent's option, the Purchaser) shall pay to such holders of Options an amount in respect thereof equal to the product of (A) the excess, if any, of the Offer Price over the exercise price of each such Option and (B) the number of Shares previously subject to the Option immediately prior to its cancellation (such payment to be net of withholding taxes and without interest). If required, the Company shall cause the Company's employees and directors to consent to the transactions contemplated by this Section 2.5, no later than the Effective Time.
Company Stock Plans. (a) Effective as of immediately prior to the Effective Time, each then-outstanding and unexercised Company Stock Option shall vest in full and, as of the Effective Time, automatically be canceled and converted into the right to receive from the Surviving Corporation an amount of cash from the Surviving Corporation equal to the product of (i) the total number of shares of Company Common Stock then underlying such Company Stock Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Stock Option, without any interest thereon. In the event that the exercise price of any Company Stock Option is equal to or greater than the Merger Consideration, such Company Stock Option shall be canceled, without any consideration being payable in respect thereof, and have no further force or effect.
