Common use of Company Stock Plans Clause in Contracts

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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Xenogen Corp), Agreement and Plan of Merger (Xenogen Corp)

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Company Stock Plans. (a) At the Effective Time, all unexercised options by virtue of the Merger and without any action on the part of the holder of any option to purchase shares of Company Common Stock (the “Company Stock Options”) then outstanding under the any stock option plans listed in Section 1.10(a) or other equity-related plans of the Company Disclosure Schedule (together, the “Company Stock Plans”), each Company Stock Option outstanding immediately prior to the Effective Time (i) will shall be canceled and terminated or cancelled, as and (ii) (A) in the case may be, in accordance of Company Stock Options that would have been vested or exercisable as of the Effective Time but for such cancellation and termination (giving effect to the terms of any applicable Company Stock Plan or agreement with the terms Company relating to such Company Stock Option providing for the acceleration of the vesting or exercisability of such Company Stock Plans and the agreements entered into under such Company Stock Plans. Prior Option at or prior to the Effective Time) (“Vested Options”), shall represent the right to receive an amount in cash equal to the Option Consideration (as defined below) for each share of Company shall give any notice required by the Common Stock that would have been issuable upon exercise of such Company Stock Plans, which notice shall have been provided to Parent for its review prior to delivery, to holders Option as of the Effective Time and (B) in the case of Company Stock Options of (i) the acceleration in full that would not have been vested or exercisable as of the vesting of Effective Time even without giving effect to such Company Stock Optionscancellation and termination, if applicable, effective as of a date shall be replaced with an incentive plan to be determined by the Company on or prior to the date Board of Directors of the Effective Time, (ii) Buyer or the right of each holder of such Company Stock Options to exercise such Company Stock Options contingent upon Surviving Corporation following 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 OptionsClosing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Brooktrout Inc), Agreement and Plan of Merger (Brooktrout Inc)

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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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Caliper Life Sciences Inc)

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