Company Stock Rights. At the Effective Time, each Company Warrant and each other Company Stock Right, if not exercised prior thereto, shall be terminated by virtue of the Merger without any action on the part of the holder thereof.
Company Stock Rights. Prior to the Effective Time, the Company shall use its best efforts to procure the surrender as of the Effective Time of all outstanding options to purchase shares of Common Stock of the Company (the "Options") pursuant to the CIMCO, Inc. 1988 Incentive Stock Option Plan and the CIMCO, Inc. 1991 Incentive Stock Option Plan (collectively, the "Stock Option Plans"), in consideration of the payment at the Effective Time of an amount of cash per share subject to each such Option equal to the difference between the exercise price of such Option and the Merger Consideration, less an amount equal to all taxes required to be withheld from such payment. As to any Option not so surrendered, the Company shall use its best efforts to obtain, prior to the Effective Time, the consent of the holder of the Option to acquire upon payment of the exercise price an amount of cash equal to the Merger Consideration, less an amount equal to all taxes required to be withheld from such payment, in lieu of each Share formerly covered thereby.
Company Stock Rights. Article X Company Stockholders.............................
Company Stock Rights. (a) At the election of the Company made within thirty (30) days following the Executive's termination of employment with the Company, the Company may request the surrender of options or appreciation rights issued to Executive under any stock option and appreciation rights plan or program maintained by, or covering employees of, the Company or the Bank, in exchange for which the Company agrees to pay a lump sum payment in an amount equal to the product of:
(A) the excess of (I) the fair market value of a share of stock of the same class as the stock subject to the option or appreciation right, determined as of the date of termination of employment, over (II) the exercise price per share for such option or appreciation right, as specified in or under the relevant plan or program; multiplied by
(B) the number of shares with respect to which options or appreciation rights are being surrendered.
(b) At the election of the Company made within thirty (30) days following the Executive's termination of employment with the Company, the Company may request the surrender of any unvested shares awarded to Executive under any restricted stock plan maintained by, or covering employees of, the Company or the Bank, in exchange for which the Company agrees to pay a lump sum payment in an amount equal to the product of:
(A) the fair market value of a share of stock of the same class of stock granted under such plan, determined as of the date of Executive's termination of employment; multiplied by
(B) the number of shares which are being surrendered.
Company Stock Rights. (a) With respect to options to purchase shares of Common Stock of the Company (the "Options") outstanding pursuant to the Grifxxx Xxxhnology Incorporated 1988 Stock Option Plan (the "Stock Option Plan"), the Board (or if appropriate, any committee administering the Stock Option Plan) shall, as soon as practicable after the date hereof, adopt such resolutions or take such other actions as may be required to provide that each outstanding Option shall be accelerated so as to be fully exercisable prior to the Effective Time, subject to the condition that the holder of each such Option shall surrender all of such holder's outstanding and unexercised Options (whether or not presently exercisable) in consideration of the payment at the Effective Time of an amount of cash per share subject to each such Option equal to the difference between the exercise price of such Option and the Merger Consideration. Prior to the Effective Time, the Company shall use its best efforts to procure the surrender of all outstanding Options. As to any Option not so surrendered, the Company shall use its best efforts to obtain, prior to the Effective Time, the consent of the holder of the Option to acquire upon payment of the exercise price an amount of cash equal to the Merger Consideration in lieu of each Share formerly covered thereby.
(b) With respect to outstanding options (the "Purchase Plan Options", together with the Options, the "Company Stock Rights") to purchase shares of the Common Stock of the Company pursuant to the Grifxxx Xxxhnology Incorporated 1986 Employee Stock Purchase Plan (the "Stock Purchase Plan"), the Company shall take all action necessary prior to the Effective Time to obtain the agreement of eligible employees under the Stock Purchase Plan to the cancellation of their subscription agreements thereunder in consideration of the payment at the Effective Time of an amount of cash per share covered by any such subscription agreement equal to the sum of (i) the difference between the "Purchase Price", as defined in the Stock Purchase Plan, of each share covered by such subscription agreement and the consideration per share described in Section 1.01(a) hereof, plus (ii) the aggregate amount previously deducted from such eligible employee's pay pursuant to the Stock Purchase Plan with respect to such subscription agreement. The rights of any such eligible employee under the Stock Purchase Plan who does not agree to the cancellation of his subscription agreement as...
Company Stock Rights. Buyer shall not assume any Company Stock Rights. If not exercised or otherwise terminated on or prior to the Closing Date, at the Closing, each outstanding and unexercised Company Stock Right shall be cancelled in exchange for the right of the Optionholders to receive payment in the amounts set forth on the Certified Capitalization Table under the heading “Closing Amount”. Concurrent with the execution and delivery of this Agreement and as a material inducement to Buyer to enter into this Agreement, each Optionholder agrees to execute an Option Cancellation Agreement.
Company Stock Rights. Except as otherwise provided herein, the Company shall not purchase, redeem, cancel, terminate, amend or otherwise change in any respect any Company Stock Rights that exist on the date hereof.
Company Stock Rights. The Company shall take all action necessary to ensure that all Company Stock Rights (including all Options, but excluding the conversion rights under the Convertible Debt issued to Small and Medium Business Corporation) are terminated prior to the Closing.
Company Stock Rights. All Company Stock Rights (including all Options but excluding the conversion rights under the Convertible Debt owed to Small and Medium Business Corporation) shall have been terminated, including without limitation by providing to Parent the agreements described in Section 5.9.
Company Stock Rights. Contracts...................................................
