Effect of Reorganization. If, in the event of a reorganization as defined below, provision has not been made by the surviving corporation for substitution of new options for this Replacement Option which is satisfactory to the Executive, such Executive will have distributed to him or her within thirty (30) days after the reorganization in full satisfaction the following: (i) With respect to this Replacement Option, if unexpired, cash representing the excess, if any, of the highest market price for the Company's Common Stock on the date, or the earliest prior date on which a price has been established for trading purposes, preceding the reorganization over the Option Price, without regard to the exercise dates provided in this Replacement Option or, at the election of the surviving or acquiring corporation, stock in the surviving or acquiring corporation or parent thereof equal in value to the above as of the date of the reorganization, provided that stock in such survivor or parent company is traded on a national securities exchange or quoted by the Automated Quotation System of the National Association of Securities Dealers, Inc. (ii) Reorganization for purposes of this Section 7(a) means a merger, consolidation, sale of all or substantially all of the Company's assets, or other corporate reorganization in which the Company is not the surviving corporation (other than any such transaction the effect of which is merely to change the jurisdiction of incorporation of the Company), or any merger in which the Company is the surviving corporation but the holders of its shares receive cash or securities of another corporation, or a dissolution or liquidation of the Company.
Appears in 3 contracts
Samples: Non Statutory Stock Option Agreement (Applied Bioscience International Inc), Non Statutory Stock Option Agreement (Applied Bioscience International Inc), Non Statutory Stock Option Agreement (Applied Bioscience International Inc)
Effect of Reorganization. If, in the event of a reorganization as defined below, provision has not been made by the surviving corporation for substitution of new options for this Replacement Option which is satisfactory to the Executive, such Executive will have distributed to him or her within thirty (30) days after the reorganization in full satisfaction the following:
(i) With respect to this Replacement Option, if unexpired, cash representing the excess, if any, of the highest market price for the Company's Common Stock on the date, or the earliest prior date on which a price has been established for trading purposes, preceding the reorganization over the Option Price, without regard to the exercise dates provided in this Replacement Option or, at the election of the surviving or acquiring corporation, stock in the surviving or acquiring corporation or parent thereof equal in value to the above as of the date of the reorganization, provided that stock in such survivor or parent company is traded on a national securities exchange or quoted by the Automated Quotation System of the National Association of Securities Dealers, Inc.
(iiiii) Reorganization for purposes of this Section 7(a) means a merger, consolidation, sale of all or substantially all of the Company's assets, or other corporate reorganization in which the Company is not the surviving corporation (other than any such transaction the effect of which is merely to change the jurisdiction of incorporation of the Company), or any merger in which the Company is the surviving corporation but the holders of its shares receive cash or securities of another corporation, or a dissolution or liquidation of the Company.
Appears in 2 contracts
Samples: Non Statutory Stock Option Agreement (Applied Bioscience International Inc), Non Statutory Stock Option Agreement (Applied Bioscience International Inc)
Effect of Reorganization. If, in In the event of a reorganization as defined below, provision has not been made by the surviving corporation for substitution of new options for this Replacement Option which is satisfactory to the Executive, such Executive will have distributed to him or her within thirty (30) days after the reorganization in full satisfaction the following:
(i) With respect to this Replacement Option, if unexpired, cash representing the excess, if any, of the highest market price for the Company's Common Stock on the date, or the earliest prior date on which a price has been established for trading purposes, preceding the reorganization over the Option Price, without regard to the exercise dates provided in this Replacement Option or, at the election of the surviving or acquiring corporation, stock in the surviving or acquiring corporation or parent thereof equal in value to the above as of the date of the reorganization, provided that stock in such survivor or parent company is traded on a national securities exchange or quoted by the Automated Quotation System of the National Association of Securities Dealers, Inc.
(ii) Reorganization for purposes of this Section 7(a) means a merger, consolidation, sale of all or substantially all of the Company's assets, or other corporate reorganization in which the Company is not the surviving corporation (other than any such transaction the effect of which is merely to change the jurisdiction of incorporation of the Company), or any merger in which the Company is the surviving corporation but the holders of its shares receive cash or securities of another corporation, or a dissolution or liquidation of the Company.
Appears in 1 contract
Samples: Non Statutory Stock Option Agreement (Applied Bioscience International Inc)
Effect of Reorganization. If, in the event of a reorganization as defined below, provision has not been made by the surviving corporation for substitution of new options for this Replacement Option which is satisfactory to the Executive, such Executive will have distributed to him or her within thirty (30) days after the reorganization in full satisfaction the following:
(i) With respect to this Replacement Option, if unexpired, cash representing the excess, if any, of the highest market price for the Company's Common Stock on the date, or the earliest prior date on which a price has been established for trading purposes, preceding the reorganization over the Option Price, without regard to the exercise dates provided in this Replacement Option or, at the election of the surviving or acquiring corporation, stock in the surviving or acquiring corporation or parent thereof equal in value to the above as of the date of the reorganization, provided that stock in such survivor or parent agent company is traded on a national securities exchange or quoted by the Automated Quotation System of the National Association of Securities Dealers, Inc.
(ii) Reorganization for purposes of this Section 7(a) means a merger, consolidation, sale of all or substantially all of the Company's assets, or other corporate reorganization in which the Company is not the surviving corporation (other than any such transaction the effect of which is merely to change the jurisdiction of incorporation of the Company), or any merger in which the Company is the surviving corporation but the holders of its shares receive cash or securities of another corporation, or a dissolution or liquidation of the Company.
Appears in 1 contract
Samples: Separation Agreement (Applied Bioscience International Inc)