Conversion of Company Options. At the Merger Effective Time, subject to the provisions of Sections 1.6 hereof, each outstanding option to purchase shares of Company Common Stock under the Option Plan attached hereto as SCHEDULE 1.5(C) (the "Company Option Plan") or created pursuant to any other option agreement between the Company and any other Person (each a "Company Option"), whether vested or unvested, shall be, in connection with the Merger, assumed by Parent. Each Company Option so assumed by Parent shall continue to have, and be subject to, the same terms and conditions set forth in the Option Plan and/or as provided in the respective option agreements governing such Company Options immediately prior to the Merger Effective Time, except that (A) such Company Option shall be exercisable for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon the exercise of such Company Option immediately prior to the Merger Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock and (B) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Option shall be equal to the quotient determined by dividing the exercise price of the Company Common Stock at which such Company Option was exercisable immediately prior to the Merger Effective Time by the Exchange Ratio, rounded to the nearest whole cent (with one-half ($0.005) cents being rounded upward to the nearest whole cent). It is the intention of the parties that the Company Options assumed by Parent qualify following the Effective Time as incentive stock options as defined in Section 422 of the Code to the extent that Company Options qualified as incentive stock options immediately prior to the Effective Time. Prior to the Merger Effective Time, Parent and the Company will execute and deliver to each holder of Company Options an agreement in the form of EXHIBIT F attached hereto (a "Company Option Novation Agreement"), to be effective upon the completion of the Merger and evidencing the foregoing assumption of such Company Option by Parent, and will use commercially reasonable efforts to obtain the execution and return of the Company Restricted Stock Novation Agreement by such holder prior to the Merger Effective Time.
Conversion of Company Options. In accordance with the terms of the Kaixin Auto Group 2018 Equity Incentive Plan and any related grant agreements thereunder, as in effect on the date of this Agreement, the Seller and the Company shall take such action as is reasonably necessary with respect to all share options to purchase Company Ordinary Shares (“Company Share Options”) granted under the Kaixin Auto Group 2018 Equity Incentive Plan and outstanding immediately prior to Closing so that, effective upon the Closing, all Company Share Options then outstanding and unexercised immediately prior to the Closing shall be cancelled and thereafter correspond to a certain number of Awards (as defined in the equity incentive plan of Purchaser to be adopted in accordance with Section 9.3(h) hereof), or, solely to the extent necessary to comply with Section 409A of the Code with respect to the replacement of vested Company Share Options held by US taxpayers, vested Purchaser Ordinary Shares having an aggregate fair market value equal to the spread value of the vested Company Share Options being cancelled, pursuant to the consents and related documentation to be solicited from the relevant holders of the Company Share Options pursuant to this Section 2.2. The parties hereby agree to undertake reasonable best efforts to solicit from all holders of such Company Share Options any consents and related documentation as needed in order to effect the foregoing. The parties acknowledge that the shares issued or issuable pursuant to this provision shall count against the total number of Purchaser Ordinary Shares issuable pursuant to Awards (as defined therein) issuable pursuant to the equity incentive plan of Purchaser to be adopted in accordance with Section 9.3(h) hereof.
Conversion of Company Options. At the Effective Time of the Merger, each option granted by Company to purchase shares of Company Common Stock under Company's 1996 Stock Option Plan (the "Company Stock Option Plan") which is outstanding and unexercised immediately prior to the Effective Date of the Merger (each, a "Company Stock Option"), shall be converted automatically into an option to purchase shares of Xxxxx Fargo Common Stock (each, a "Substitute Option") in an amount and at an exercise price determined as provided below (and otherwise subject to the terms of the Company Stock Option Plan).
Conversion of Company Options. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, the Optionholders or any other Person, each Vested Company Option issued and outstanding immediately prior to the Effective Time shall be deemed to be exercised and converted into the right to receive the Option Cash Payment with respect to such Vested Company Option and a contingent right to receive a portion of any Deferred Payments (to the extent payable pursuant to Section 2.6(f)). As of the Effective Time, each Company Option, whether or not a Vested Company Option, shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Optionholder shall cease to have any rights with respect thereto, except as otherwise provided for herein.
Conversion of Company Options. Each option to purchase one share of Company Stock shall be converted into the right to receive an option to purchase one (1) share of Parent Common Stock. As of the Effective Time, all options to purchase shares of Company Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of any such options to purchase shares of Company Stock shall cease to have any rights with respect thereto, except the right to receive options to purchase shares of Parent Common Stock, as described in the preceding sentence.
Conversion of Company Options. The Stockholders shall use their best efforts to obtain the consent of each holder of outstanding options to purchase shares of Company Common Stock (the "Company Options") that does not exercise such Company Options prior to the Closing Date to convert all of such Company Options, whether vested or unvested, into options under the Parent's Option Plan ("Parent Options"), to acquire the same number of shares
Conversion of Company Options. At the Effective Time, all options to purchase shares of Company Common Stock, whether or not vested, outstanding immediately prior to the Effective Time (collectively, the "Company Options"), shall be assumed by Parent and shall thereafter constitute options to purchase shares of Parent Common Stock, in accordance with the provisions of Section 6.8 hereof.
Conversion of Company Options. Each option for the purchase of Company Common Stock issued pursuant to the Company's 1999 Non-Qualified Stock Option Plan and outstanding immediately prior to the Effective Time (each a "Company Option") shall be converted into and thereafter represent one option for the purchase of Holding Common Stock issued pursuant to Holding's 2004 Non-Qualified Stock Option Plan (each a "Holding Option"), the material terms and conditions of which Holding Option shall be substantially identical in all material respects to those of such Company Option converted.
Conversion of Company Options. (a) At the Effective Time, each outstanding Company Option, whether or not exercisable, shall be converted into and become rights with respect to Healtheon/WebMD Common Stock, and Healtheon/WebMD shall assume Company's obligations with respect to each Company Option and the related Company Stock Plan, in accordance with its terms, except that from and after the Effective Time, (i) Healtheon/WebMD and its compensation committee shall be substituted for Company and the committee of Company's Board of Directors (including, if applicable, the entire Board of Directors of Company) administering the Company Stock Plan, if any, under which such Company Option was granted or otherwise governed, (ii) each Company Option assumed by Healtheon/WebMD may be exercised solely for shares of Healtheon/WebMD Common Stock, (iii) the number of shares of Healtheon/WebMD Common Stock subject to such Company Option shall be equal to the number of whole shares (rounded to the nearest whole share) of Company Common Stock subject to such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio, (iv) the per share exercise price under each such Company Option shall be adjusted by dividing the per share exercise price under each such Company Option by the Exchange Ratio and rounding to the nearest whole cent, and (v) all references in the Company Stock Plans and the stock option certificates and agreements to Company (or its predecessors) shall be deemed to refer to Healtheon/WebMD. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.4(a), each Company Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Internal Revenue
Conversion of Company Options. Between the date of this Agreement and the Effective Time, the Company shall take all reasonable action necessary (which action shall be effective as of or prior to the Effective Time), to terminate the Stock Plans and provide that, at or prior to the Closing, each outstanding Company Option shall become fully vested, to the extent provided in the underlying grant, to the extent not already vested. Each holder of a Company Option that is outstanding and unexercised as of the Effective Time and has an exercise price per Common Share that is less than the Per Common Share Consideration shall (subject to the provisions of this Section 4.2(d)) be paid by the Exchange Agent (as defined in Section 4.3(a)), in exchange for the cancellation of such Company Option and completion of an acknowledgement letter, an amount in cash (less any applicable withholding Taxes (as defined in Section 5.1(m)) equal to the product of (i) the difference between the Per Common Share Consideration (without interest) and the applicable exercise price per Common Share of such Company Option and (ii) the aggregate number of Common Shares for which such Company Option is exercisable (the “Option Payment”). The Exchange Agent shall make the Option Payments at or promptly following the Effective Time and Parent shall provide the Exchange Agent with the requisite amount of funds to make such Option Payments. Any such payments shall be net of all applicable federal, state and local Tax withholding. Prior to the Effective Time, the Company shall take such actions as may be necessary to cause any Company Option that is not exchanged as provided above to be cancelled as of the Effective Time.
