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 Comprehensive Management Incentive Plan, as amended, and the 1995 Non-Employee Director Stock Option Plan (the "Company Stock Option Plans") which is outstanding and unexercised immediately prior thereto (the "Company Stock Options") shall be converted automatically into an option to purchase shares of Xxxxx Fargo Common Stock in an amount and at an exercise price determined as provided below (and otherwise subject to the terms of the Company Stock Option Plan).
(i) The number of shares of Xxxxx Fargo Common Stock to be subject to the new option shall be the product of the number of shares of Company Common Stock subject to the original option and the Exchange Ratio, provided that any fractional shares of Xxxxx Fargo Common Stock resulting from such multiplication shall be rounded down to the nearest share; and
(ii) The exercise price per share of Xxxxx Fargo Common Stock under the new option shall be equal to the exercise price per share of Company Common Stock under the original option divided by the Exchange Ratio, provided that such exercise price shall be rounded to the nearest cent. The adjustment provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Code.
Conversion of Company Options. At the Effective Time, each Company Option shall no longer represent the right to purchase or receive Common Shares, but in lieu thereof shall represent the right to receive the following applicable consideration:
(i) Each 1998 Company Option (as defined below) that is outstanding and fully exercisable by its terms at the Effective Time (each an "Exercisable Option"), (A) shall be canceled at the Effective Time and (B) in consideration of such cancellation, Parent shall (or shall cause a Constituent Corporation to), at the Effective Time:
(1) as to the "Primary Shares" (as defined in the 1998 Company Option) that would be acquirable upon exercise of the Exercisable Option (each a "Primary Share" and collectively "Primary Shares"), pay to the holder of such Exercisable Option an amount in cash equal to (x) the difference (if positive) between $55.00 and the price per Primary Share specified in the 1998 Company Option pursuant to which the holder of such Exercisable Option may purchase the Primary Shares to which such Exercisable Option relates, multiplied by (y) the number of Primary Shares subject to such Exercisable Option, less (z) any withholding of Taxes as may be required by applicable Law, provided, however, that as to the 1998 Company Option granted to Gary Xxxxxxxxx, xx amount shall be payable by or to Gary Xxxxxxxxx xx respect of any such Primary Share, and
(2) as to the "Restricted Shares" (as defined in the 1998 Company Option) that would be acquirable upon exercise of the Exercisable Option (each a "Restricted Option Share" and collectively "Restricted Option Shares"), pay to the Company, to be held on behalf of the person or entity that held the Exercisable Option immediately prior to the Effective Time (the "Exercisable Option Holder"), an amount (the "Restricted Option Shares Amount") equal to (x) the difference (if positive) between $55.00 and the price, if any, per Restricted Option Share specified in the 1998 Company Option pursuant to which the holder of such Exercisable Option may acquire the Restricted Option Shares to which such Exercisable Option relates, multiplied by (y) the number of Restricted Option Shares subject to such Exercisable Option, provided, however, that the Restricted Option Shares Amount shall be subject to the same terms and conditions as are applicable, immediately prior to the Effective Time, to such Restricted Option Shares under the 1998 Company Option, and the Restricted Option Shares Amount shall be held by t...
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, 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. 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. 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. 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. 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.
Conversion of Company Options. At the Closing, each Vested Company Option (other than a Rollover Option) that is outstanding as of immediately prior to the Closing and that has not been exercised prior to the Closing shall be canceled and converted into the right to receive an amount in cash, without interest, equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock issuable upon the exercise of each such unexercised Vested Company Option outstanding as of immediately prior to the Closing, by (y) the excess, if any, of (1) the Per Share Common Payment less (2) the exercise price per share of such Vested Company Option (such amount, an “Option Payment”), and a portion of the other amounts payable (if any) in respect of Company Equity Securities under this Agreement, in each case as provided for in this Agreement (including a portion of the Adjustment Escrow Amount and the Representative Expense Amount). As of the Closing, all Company Options (whether or not vested) shall no longer be outstanding and shall be automatically canceled and retired and shall cease to exist, and each holder of any such Company Option (each, an “Optionholder”) shall cease to have any rights with respect thereto, except as otherwise expressly provided for herein or by applicable law. Prior to the Closing, the Company shall take all actions pursuant to the Option Plan (and the option grant/stock award agreements in effect with the Optionholders) or otherwise that are necessary to give effect to the provisions of this Section 2.1(b) with respect to Company Options as herein provided.
