Employee Stock Options. (a) At the Effective Time, each stock option that is then outstanding under the Company's 2000 Equity Incentive Plan, whether vested or unvested (a "Company Option"), shall be assumed by Parent in accordance with the terms (as in effect as of the date of this Agreement) of the Company's 2000 Equity Incentive Plan and the stock option agreement by which such Company Option is evidenced. All rights with respect to Company Common Stock underlying outstanding Company Options shall thereupon be converted into rights with respect to Parent Common Stock. (b) From and after the Effective Time: (i) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock; (ii) the number of shares of Parent Common Stock subject to each such assumed Company Option shall be equal to the number of shares of Company Common Stock that were subject to such Company Option immediately prior to the Effective Time multiplied by the Applicable Fraction, rounded down to the nearest whole number of shares of Parent Common Stock; (iii) the per share exercise price ("Parent Exercise Price") for the Parent Common Stock issuable upon exercise of each such assumed Company Option shall be determined by dividing the exercise price per share of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by the Applicable Fraction, and rounding the resulting exercise price up to the nearest whole cent; and (iv) all restrictions on the exercise of each such assumed Company Option shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that each such assumed Company Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective Time. (c) The Company and Parent shall take all action that may be necessary (under the Company's 2000 Equity Incentive Plan and otherwise) to effectuate the provisions of this Section 1.7. (d) Within two business days of the Closing, Parent will send to each holder of an assumed Company Option a written notice setting forth (i) the number of shares of Parent Common Stock subject to such assumed Company Option and (ii) the exercise price per share of Parent Common Stock issuable upon exercise of such assumed Company Option. The notice will also reflect the number of shares awarded to each holder of an assumed Company Option pursuant to Section 1.7(e). (e) All vested Company Options may be exercised on a cashless basis, at the option of the holder of a Company Option. Any Company Options exercised on a cashless basis shall be exchanged for the number of shares of Parent Common Stock determined by subtracting from the number of Option Conversion Shares the number of Exercise Shares. For the purposes of this Agreement, "Option Conversion Shares" shall be equal to the number of Company Options being exercised multiplied by the Applicable Fraction (as defined in Section 1.5(b)(i)). "Exercise Shares" shall be equal to the fraction having a numerator equal to the aggregate of the Parent Exercise Price (as defined in Section 1.7(b)(iii)) due for the Company Options being exercised and a denominator equal to the Fair Market Value of the Parent Common Stock. The "Fair Market Value" of the Parent Common Stock for any Company Options exercised at Closing shall be the Designated Parent Stock Price. Thereafter, the Fair Market Value of the Parent Common Stock shall be, as of any date, the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on the Nasdaq National Market (or the exchange
Appears in 1 contract
Employee Stock Options. (a) At the Effective Time, each stock option that is then outstanding under the Company's 2000 Equity Incentive 1996 Stock Option Plan, whether vested or unvested (a "Company Option"), shall be assumed by Parent in accordance with the terms (as in effect as of the date of this Agreement) of the Company's 2000 Equity Incentive 1996 Stock Option Plan and the stock option agreement by which such Company Option is evidenced. All rights with respect to Company Common Stock underlying under outstanding Company Options shall thereupon be converted into rights with respect to Parent Common Stock.
(b) From . Accordingly, from and after the Effective Time:
, (ia) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock;
, (iib) the number of shares of Parent Common Stock subject to each such assumed Company Option shall be equal to the number of shares of Company Common Stock that were subject to such Company Option immediately prior to the Effective Time multiplied by the Applicable Fraction, rounded down to the nearest whole number of shares of Parent Common Stock;
, (iiic) the per share exercise price ("Parent Exercise Price") for the Parent Common Stock issuable upon exercise of each such assumed Company Option shall be determined by dividing the exercise price per share of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by the Applicable Fraction, and rounding the resulting exercise price up to the nearest whole cent; and
, and (ivd) all restrictions on the exercise of each such assumed Company Option shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions (including methods of exercise) of such Company Option shall otherwise remain unchanged; provided, however, that each such assumed Company Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective Time.
. In the case of any options which are "incentive stock options" (cas defined in Section 422 of the Code), the exercise price, number of shares purchasable thereunder and the terms and conditions of exercise shall comply with Section 424(a) of the Code. The Company and Parent shall take all action that may be necessary (under the Company's 2000 Equity Incentive 1996 Stock Option Plan and otherwise) to effectuate the provisions of this Section 1.7.
(d) Within two business days of 1.6. Following the Closing, Parent will send to each holder of an assumed Company Option a written notice setting forth (i) the number of shares of Parent Common Stock subject to such assumed Company Option Option, and (ii) the exercise price per share of Parent Common Stock issuable upon exercise of such assumed Company Option. The notice will also reflect Parent shall file with the number of shares awarded to each holder of an assumed Company Option pursuant to Section 1.7(e).
SEC, within sixty (e60) All vested Company Options may be exercised days after the Closing Date, a registration statement on a cashless basis, at Form S-8 registering the option of the holder of a Company Option. Any Company Options exercised on a cashless basis shall be exchanged for the number of shares of Parent Common Stock determined by subtracting from the number issuable upon exercise of Option Conversion Shares the number of Exercise Shares. For the purposes of this Agreement, "Option Conversion Shares" shall be equal to the number of Company Options being exercised multiplied by the Applicable Fraction (as defined in Section 1.5(b)(i)). "Exercise Shares" shall be equal to the fraction having a numerator equal to the aggregate of the Parent Exercise Price (as defined in Section 1.7(b)(iii)) due for the Company Options being exercised and a denominator equal assumed by Parent pursuant to the Fair Market Value this Section 1.6 unless such shares of the Parent Common Stock. The "Fair Market Value" of the Parent Common Stock for any Company Options exercised at Closing shall be the Designated Parent Stock Price. Thereafter, the Fair Market Value of the Parent Common Stock shall be, as of any date, the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on the Nasdaq National Market (or the exchangeare already registered.
Appears in 1 contract
Employee Stock Options. (a) At the Effective Time, each stock option that is then outstanding under the Company's 2000 Equity Incentive Plan, whether vested or unvested (a "Company Option"), shall be assumed by Parent in accordance with the terms (as in effect as of the date of this Agreement) of the Company's 2000 Equity Incentive Plan and the stock option agreement by which such Company Option is evidenced. All rights with respect to Company Common Stock underlying under outstanding Company Options shall thereupon be converted into rights with respect to Parent Common Stock.
(b) From . Accordingly, from and after the Effective Time:
(i) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock;
(ii) the number of shares of Parent Common Stock subject to each such assumed Company Option shall be equal to the number of shares of Company Common Stock that were subject to such Company Option immediately prior to the Effective Time multiplied by the Applicable FractionExchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock;
(iii) the per share exercise price ("Parent Exercise Price") for the Parent Common Stock issuable upon exercise of each such assumed Company Option shall be determined by dividing the exercise price per share of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by the Applicable FractionExchange Ratio, and rounding the resulting exercise price up to the nearest whole cent; and
(iv) all restrictions on the exercise of each such assumed Company Option shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that each such assumed Company Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective Time.
(cb) The Company and Parent shall take all action that may be necessary (under the Company's 2000 Equity Incentive Plan and otherwise) to effectuate the provisions of this Section 1.71.6.
(dc) Within two business days of Following the Closing, Parent will send to each holder of an assumed Company Option a written notice setting forth (i) the number of shares of Parent Common Stock subject to such assumed Company Option Option, and (ii) the exercise price per share of Parent Common Stock issuable upon exercise of such assumed Company Option. The notice will also reflect Parent shall file with the number SEC, within 90 days after the Closing Date, a registration statement on Form S-8 registering the exercise of shares awarded to each holder of an assumed Company Option pursuant to Section 1.7(e).
(e) All vested Company Options may be exercised on a cashless basis, at the option of the holder of a Company Option. Any Company Options exercised on a cashless basis shall be exchanged for the number of shares of Parent Common Stock determined by subtracting from the number of Option Conversion Shares the number of Exercise Shares. For the purposes of this Agreement, "Option Conversion Shares" shall be equal to the number of Company Options being exercised multiplied by the Applicable Fraction (as defined in Section 1.5(b)(i)). "Exercise Shares" shall be equal to the fraction having a numerator equal to the aggregate of the Parent Exercise Price (as defined in Section 1.7(b)(iii)) due for the Company Options being exercised and a denominator equal assumed by Parent pursuant to the Fair Market Value of the Parent Common Stock. The "Fair Market Value" of the Parent Common Stock for any Company Options exercised at Closing shall be the Designated Parent Stock Price. Thereafter, the Fair Market Value of the Parent Common Stock shall be, as of any date, the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on the Nasdaq National Market (or the exchangethis Section 1.6.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Eloquent Inc)
Employee Stock Options. (a) At the Effective Time, each stock option all rights with respect to Seller Common Stock pursuant to Seller Stock Options that is then are outstanding under at the Company's 2000 Equity Incentive PlanEffective Time, whether vested or unvested (a "Company Option")not then exercisable, shall be assumed by Parent converted into and become rights with respect to Mercantile Common Stock, and Mercantile shall assume all Seller Stock Options in accordance with the terms (as in effect as of the date of this Agreement) of the Company's 2000 Equity Incentive Seller Stock Plan under which it was issued and the stock option agreement Seller Stock Option Agreement by which such Company Option it is evidenced. All rights with respect to Company Common Stock underlying outstanding Company Options shall thereupon be converted into rights with respect to Parent Common Stock.
(b) From and after the Effective Time:
, (i) each Company Seller Stock Option assumed by Parent may Mercantile shall be exercised solely for shares of Parent Mercantile Common Stock;
, (ii) the number of shares of Parent Mercantile Common Stock subject to each such assumed Company Seller Stock Option shall be equal to the number of shares of Company Seller Common Stock that were subject to such Company Seller Stock Option immediately prior to the Effective Time multiplied by the Applicable Fraction, rounded down to the nearest whole number of shares of Parent Common Stock;
Exchange Ratio and (iii) the per share exercise price ("Parent Exercise Price") for the Parent Common under each Seller Stock issuable upon exercise of each such assumed Company Option shall be determined adjusted by dividing the per share exercise price per share of Company Common under such Seller Stock subject to such Company Option, as in effect immediately prior to the Effective Time, Option by the Applicable Fraction, Exchange Ratio and rounding the resulting exercise price up down to the nearest whole cent; and
(iv) all restrictions on the exercise of each such assumed Company Option shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that the terms of each such assumed Company Seller Stock Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected subsequent to the Effective Time. It is intended that the foregoing assumption shall be undertaken in a manner that will not constitute a "modification" as defined in the Code, as to any Seller Stock Option that is an "incentive stock option" as defined under the Code.
(b) The shares of Mercantile Common Stock covered by Parent the stock options to be issued pursuant to Section 5.15(a) shall be covered by an effective registration statement filed on Form S-8 with the SEC and shall be duly authorized, validly issued and in compliance with all applicable federal and state securities laws, fully paid and nonassessable and not subject to or in violation of any preemptive rights. Mercantile shall use its best efforts to maintain the effectiveness of such registration statement (and maintain current status of the prospectus contained therein) for as long as such options remain out-standing. Mercantile shall at and after the Effective Time.
(c) The Company and Parent shall take all action that may be necessary (under the Company's 2000 Equity Incentive Plan and otherwise) to effectuate the provisions of this Section 1.7.
(d) Within two business days of the Closing, Parent will send to each holder of an assumed Company Option a written notice setting forth (i) the number of Time have reserved sufficient shares of Parent Common Stock subject to such assumed Company Option and (ii) the exercise price per share of Parent Common Stock issuable upon exercise of such assumed Company Option. The notice will also reflect the number of shares awarded to each holder of an assumed Company Option pursuant to Section 1.7(e).
(e) All vested Company Options may be exercised on a cashless basis, at the option of the holder of a Company Option. Any Company Options exercised on a cashless basis shall be exchanged for the number of shares of Parent Common Stock determined by subtracting from the number of Option Conversion Shares the number of Exercise Shares. For the purposes of this Agreement, "Option Conversion Shares" shall be equal to the number of Company Options being exercised multiplied by the Applicable Fraction (as defined in Section 1.5(b)(i)). "Exercise Shares" shall be equal to the fraction having a numerator equal to the aggregate of the Parent Exercise Price (as defined in Section 1.7(b)(iii)) due for the Company Options being exercised and a denominator equal to the Fair Market Value of the Parent Common Stock. The "Fair Market Value" of the Parent Mercantile Common Stock for issuance with respect to such options. Mercantile shall also take any Company Options exercised at Closing shall action required to be taken under any applicable state blue sky or securities laws in connection with the Designated Parent Stock Price. Thereafter, the Fair Market Value issuance of the Parent Common Stock shall be, as of any date, the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on the Nasdaq National Market (or the exchangeshares.
Appears in 1 contract
Samples: Merger Agreement (Homecorp Inc)
Employee Stock Options. (a) At On the Effective TimeDate, the Holding Company ---------------------- will assume the Bank's rights and obligations under the Bank's 1999 Stock Option Plan (the "1999 Plan") and under each of the outstanding stock options to purchase common stock of the Bank previously granted under the 1999 Plan (each such stock option that is then outstanding under the Company's 2000 Equity Incentive Plan, whether vested or unvested (a "Company Option"), shall be assumed by Parent in accordance with the terms (as in effect as of the date of this Agreement) of the Company's 2000 Equity Incentive Plan and the stock option agreement by which such Company Option is evidenced. All rights with respect to Company Common Stock underlying outstanding Company Options shall thereupon be converted into rights with respect to Parent Common Stock.
(b) From and after the Effective Time:
(i) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock;
(ii) the number of shares of Parent Common Stock subject to each such assumed Company Option shall be equal to the number of shares of Company Common Stock that were subject to such Company Option existing immediately prior to the Effective Time multiplied Date being called an "Existing Option" and each such stock option so assumed by the Applicable FractionHolding Company being called an "Assumed Option"). By reason of such assumption, rounded down each option agreement that evidenced the right to purchase Bank common stock shall thereafter represent, and each holder of an Existing Option shall have, the nearest whole number right to purchase one share of Holding Company common stock for each share of Bank common stock which such holder was entitled to purchase under his or her Existing Option and the right to exercise the Existing Option into shares of Parent Common Stock;
(iii) Bank common stock shall automatically terminate without the per share exercise price ("Parent Exercise Price") for necessity of any action on the Parent Common Stock issuable upon exercise part of each such assumed Company Option shall be determined by dividing the exercise Bank, the Bancorp or any optionee. The price per share of Holding Company Common Stock subject common stock at which an Assumed Option may be exercised shall be the same price per share that was applicable to such Company Optionthe purchase of Bank common stock pursuant to the Existing Options, as in effect immediately prior to the Effective TimeDate. Each Assumed Option, by subject to such modification as set forth hereinafter, shall constitute a continuation of the Applicable FractionExisting Option, and rounding the resulting exercise price up to the nearest whole cent; and
(iv) all restrictions on the exercise of same terms and conditions set forth in the 1999 Plan in each such assumed Company Option shall continue in full force and effectoptionee's stock option agreement that formerly evidenced the right to purchase Bank common stock, and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that each such assumed Company Option shall, in accordance with its terms, be subject to further adjustment except as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective Time.
(c) The Company and Parent shall take all action that may be necessary (under the Company's 2000 Equity Incentive Plan and otherwise) to effectuate the provisions of this Section 1.7.
(d) Within two business days of the Closing, Parent will send to each holder of an assumed Company Option a written notice setting forth follows: (i) the number of shares of Parent Holding Company Common Stock subject to such assumed Company Option and will be substituted for the shares of Bank common stock into which the existing options had been exercisable, (ii) the exercise price per share of Parent Common Stock issuable upon exercise of such assumed Holding Company Option. The notice will also reflect shall be substituted for the number Bank as the issuer of shares awarded under the 1999 Plan and (iii) the Holding Company shall be authorized under the 1999 Plan to each holder of an assumed issue options to purchase Holding Company Option pursuant shares not only to Section 1.7(e).
(e) All vested Company Options may be exercised on a cashless basisdirectors, at the option officers and key employees of the holder Bank, but also to directors, officers and key employees of a the Holding Company Optionand any other subsidiaries it may establish in the future. Any In addition, each option granted under the 1999 Plan on or after the Effective Date shall evidence the right to purchase shares of common stock of the Holding Company Options exercised on a cashless basis rather than shares of common stock of the Bank and the Plan shall be exchanged for modified to so provide. In all other respects, the number of shares of Parent Common Stock determined by subtracting from the number of Option Conversion Shares the number of Exercise Shares. For the purposes of this Agreement, "Option Conversion Shares" 1999 Plan shall be equal to the number of Company Options being exercised multiplied by the Applicable Fraction (as defined in Section 1.5(b)(i)). "Exercise Shares" shall be equal to the fraction having a numerator equal to the aggregate of the Parent Exercise Price (as defined in Section 1.7(b)(iii)) due for the Company Options being exercised and a denominator equal to the Fair Market Value of the Parent Common Stock. The "Fair Market Value" of the Parent Common Stock for any Company Options exercised at Closing shall be the Designated Parent Stock Price. Thereafter, the Fair Market Value of the Parent Common Stock shall be, as of any date, the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on the Nasdaq National Market (or the exchangeunchanged.
Appears in 1 contract
Samples: Plan of Reorganization and Merger Agreement (Pacific Mercantile Bancorp)
Employee Stock Options. (a) At the Effective Time, each stock option that is then outstanding under Company Option and each other outstanding option to purchase Common Stock of the Company's 2000 Equity Incentive PlanCompany issued in accordance with the terms of this Agreement, whether vested or unvested (a "Company Option")unvested, shall be assumed by Parent in accordance with the terms (as in effect as of the date of this Agreement or, for options issued to new employees after the date of this Agreement, as in effect on the date of issuance) of the Company's 2000 Equity Incentive such Company Stock Option Plan under which such Company Option was issued and the stock option agreement by which such Company Option is evidenced. All rights with respect to Company Common Stock underlying under outstanding Company Options shall thereupon be converted into rights with respect to Parent Common Stock.
(b) From . Accordingly, from and after the Effective Time:
, (ia) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock;
, (iib) the number of shares of Parent Common Stock subject to each such assumed Company Option shall be equal to the number of shares of Company Common Stock that were subject to such Company Option immediately prior to the Effective Time multiplied by the Applicable Fraction, rounded down to the nearest whole number of shares of Parent Common Stock;
, and (iiic) the per share exercise price ("Parent Exercise Price") for the Parent Common Stock issuable upon exercise of each such assumed Company Option shall be determined by dividing the exercise price per share of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by the Applicable Fraction, and rounding the resulting exercise price up to the nearest whole cent; and
(iv) , and all restrictions on the exercise of each such assumed Company Option shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, provided however, that each such assumed Company Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective Time.
(c) . The Company and Parent shall take all action that may be necessary (under the Company's 2000 Equity Incentive Company Stock Option Plan and otherwise) to effectuate the provisions of this Section 1.71.6.
(d) Within two business days of the Closing, Parent will send to each holder of an assumed Company Option a written notice setting forth (i) the number of shares of Parent Common Stock subject to such assumed Company Option and (ii) the exercise price per share of Parent Common Stock issuable upon exercise of such assumed Company Option. The notice will also reflect the number of shares awarded to each holder of an assumed Company Option pursuant to Section 1.7(e).
(e) All vested Company Options may be exercised on a cashless basis, at the option of the holder of a Company Option. Any Company Options exercised on a cashless basis shall be exchanged for the number of shares of Parent Common Stock determined by subtracting from the number of Option Conversion Shares the number of Exercise Shares. For the purposes of this Agreement, "Option Conversion Shares" shall be equal to the number of Company Options being exercised multiplied by the Applicable Fraction (as defined in Section 1.5(b)(i)). "Exercise Shares" shall be equal to the fraction having a numerator equal to the aggregate of the Parent Exercise Price (as defined in Section 1.7(b)(iii)) due for the Company Options being exercised and a denominator equal to the Fair Market Value of the Parent Common Stock. The "Fair Market Value" of the Parent Common Stock for any Company Options exercised at Closing shall be the Designated Parent Stock Price. Thereafter, the Fair Market Value of the Parent Common Stock shall be, as of any date, the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on the Nasdaq National Market (or the exchange
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Aurora Biosciences Corp)
Employee Stock Options. (a) At the Effective Time, each stock option all rights with respect to Seller Common Stock pursuant to Seller Stock Options that is then are outstanding under at the Company's 2000 Equity Incentive PlanEffective Time, whether vested or unvested (a "Company Option")not then exercisable, shall be assumed by Parent converted into and become rights with respect to Mercantile Common Stock, and Mercantile shall assume all Seller Stock Options in accordance with the terms (as in effect as of the date of this Agreement) of the Company's 2000 Equity Incentive Seller Stock Plan under which it was issued and the stock option agreement Seller Stock Option Agreement by which such Company Option it is evidenced. All rights with respect to Company Common Stock underlying outstanding Company Options shall thereupon be converted into rights with respect to Parent Common Stock.
(b) From and after the Effective Time:
, (i) each Company Seller Stock Option assumed by Parent may Mercantile shall be exercised solely for shares of Parent Mercantile Common Stock;
, (ii) the number of shares of Parent Mercantile Common Stock subject to each such assumed Company Seller Stock Option shall be equal to the number of shares of Company Seller Common Stock that were subject to such Company Seller Stock Option immediately prior to the Effective Time multiplied by the Applicable Fraction, rounded down to the nearest whole number of shares of Parent Common Stock;
Exchange Ratio and (iii) the per share exercise price ("Parent Exercise Price") for the Parent Common under each Seller Stock issuable upon exercise of each such assumed Company Option shall be determined adjusted by dividing the per share exercise price per share of Company Common under such Seller Stock subject to such Company Option, as in effect immediately prior to the Effective Time, Option by the Applicable Fraction, Exchange Ratio and rounding the resulting exercise price up down to the nearest whole cent; and
(iv) all restrictions on the exercise of each such assumed Company Option shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that the terms of each such assumed Company Seller Stock Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected subsequent to the Effective Time. It is intended that the foregoing assumption shall be undertaken in a manner that will not constitute a "modification" as defined in the Code, as to any Seller Stock Option that is an "incentive stock option" as defined under the Code.
(b) The shares of Mercantile Common Stock covered by Parent the Seller Stock Options shall be covered by an effective registration statement filed on Form S-8 with the SEC and shall be duly authorized, validly issued and in compliance with all applicable federal and state securities laws, fully paid and nonassessable and not subject to or in violation of any preemptive rights. Mercantile shall maintain the effectiveness of such registration statement (and maintain current status of the prospectus contained therein) for as long as such options remain outstanding. Mercantile shall at and after the Effective Time.
(c) The Company and Parent shall take all action that may be necessary (under the Company's 2000 Equity Incentive Plan and otherwise) to effectuate the provisions of this Section 1.7.
(d) Within two business days of the Closing, Parent will send to each holder of an assumed Company Option a written notice setting forth (i) the number of Time have reserved sufficient shares of Parent Common Stock subject to such assumed Company Option and (ii) the exercise price per share of Parent Common Stock issuable upon exercise of such assumed Company Option. The notice will also reflect the number of shares awarded to each holder of an assumed Company Option pursuant to Section 1.7(e).
(e) All vested Company Options may be exercised on a cashless basis, at the option of the holder of a Company Option. Any Company Options exercised on a cashless basis shall be exchanged for the number of shares of Parent Common Stock determined by subtracting from the number of Option Conversion Shares the number of Exercise Shares. For the purposes of this Agreement, "Option Conversion Shares" shall be equal to the number of Company Options being exercised multiplied by the Applicable Fraction (as defined in Section 1.5(b)(i)). "Exercise Shares" shall be equal to the fraction having a numerator equal to the aggregate of the Parent Exercise Price (as defined in Section 1.7(b)(iii)) due for the Company Options being exercised and a denominator equal to the Fair Market Value of the Parent Common Stock. The "Fair Market Value" of the Parent Mercantile Common Stock for issuance with respect to such options. Mercantile shall also take any Company Options exercised at Closing shall action required to be taken under any applicable state blue sky or securities laws in connection with the Designated Parent Stock Price. Thereafter, the Fair Market Value issuance of the Parent Common Stock shall be, as of any date, the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on the Nasdaq National Market (or the exchangeshares.
Appears in 1 contract
Employee Stock Options. (a) At the Effective Time, each stock option all rights with respect to Seller Common Stock pursuant to Seller Stock Options that is then are outstanding under at the Company's 2000 Equity Incentive PlanEffective Time, whether vested or unvested (a "Company Option")not then exercisable, shall be assumed by Parent converted into and become rights with respect to Mercantile Common Stock, and Mercantile shall assume all Seller Stock Options in accordance with the terms (as in effect as of the date of this Agreement) of the Company's 2000 Equity Incentive Seller Stock Plan under which it was issued and the stock option agreement Seller Stock Option Agreement by which such Company Option it is evidenced. All rights with respect to Company Common Stock underlying outstanding Company Options shall thereupon be converted into rights with respect to Parent Common Stock.
(b) From and after the Effective Time:
, (i) each Company Seller Stock Option assumed by Parent may Mercantile shall be exercised solely for shares of Parent Mercantile Common Stock;
, (ii) the number of shares of Parent Mercantile Common Stock subject to each such assumed Company Seller Stock Option shall be equal to the number of shares of Company Seller Common Stock that were subject to such Company Seller Stock Option immediately prior to the Effective Time multiplied by the Applicable Fraction, rounded down to the nearest whole number of shares of Parent Common Stock;
Exchange Ratio and (iii) the per share exercise price ("Parent Exercise Price") for the Parent Common under each Seller Stock issuable upon exercise of each such assumed Company Option shall be determined adjusted by dividing the per share exercise price per share of Company Common under such Seller Stock subject to such Company Option, as in effect immediately prior to the Effective Time, Option by the Applicable Fraction, Exchange Ratio and rounding the resulting exercise price up down to the nearest whole cent; and
(iv) all restrictions on the exercise of each such assumed Company Option shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that the terms of each such assumed Company Seller Stock Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected subsequent to the Effective Time. It is intended that the foregoing assumption shall be undertaken in a manner that will not constitute a "modification" as defined in the Code, as to any Seller Stock Option that is an "incentive stock option" as defined under the Code.
(b) The shares of Mercantile Common Stock covered by Parent the Seller Stock Options shall be covered by an effective registration statement filed on Form S-8 with the SEC and shall be duly authorized, validly issued and in compliance with all applicable federal and state securities laws, fully paid and nonassessable and not subject to or in violation of any preemptive rights. Mercantile shall maintain the effectiveness of such registration statement and any successor registration statement (and maintain current status of the prospectus contained therein or any successor prospectus) for as long as such options remain outstanding. Mercantile shall at and after the Effective Time.
(c) The Company and Parent shall take all action that may be necessary (under the Company's 2000 Equity Incentive Plan and otherwise) to effectuate the provisions of this Section 1.7.
(d) Within two business days of the Closing, Parent will send to each holder of an assumed Company Option a written notice setting forth (i) the number of Time have reserved sufficient shares of Parent Common Stock subject to such assumed Company Option and (ii) the exercise price per share of Parent Common Stock issuable upon exercise of such assumed Company Option. The notice will also reflect the number of shares awarded to each holder of an assumed Company Option pursuant to Section 1.7(e).
(e) All vested Company Options may be exercised on a cashless basis, at the option of the holder of a Company Option. Any Company Options exercised on a cashless basis shall be exchanged for the number of shares of Parent Common Stock determined by subtracting from the number of Option Conversion Shares the number of Exercise Shares. For the purposes of this Agreement, "Option Conversion Shares" shall be equal to the number of Company Options being exercised multiplied by the Applicable Fraction (as defined in Section 1.5(b)(i)). "Exercise Shares" shall be equal to the fraction having a numerator equal to the aggregate of the Parent Exercise Price (as defined in Section 1.7(b)(iii)) due for the Company Options being exercised and a denominator equal to the Fair Market Value of the Parent Common Stock. The "Fair Market Value" of the Parent Mercantile Common Stock for issuance with respect to such options. Mercantile shall also take any Company Options exercised at Closing shall action required to be taken under any applicable state blue sky or securities laws in connection with the Designated Parent Stock Price. Thereafter, the Fair Market Value issuance of the Parent Common Stock shall be, as of any date, the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on the Nasdaq National Market (or the exchangeshares.
Appears in 1 contract
Samples: Merger Agreement (Financial Services Corporation of the Midwest)
Employee Stock Options. (a) At the Effective Time, each stock option that is then outstanding under the Company's 2000 Equity 1991 Incentive PlanStock Option Plan (the "COMPANY ISO PLAN") and the 1991 Non-Qualified Stock Option/Stock Issuance Plan (the "COMPANY NSO PLAN") (the "COMPANY OPTION PLANS"), whether vested or unvested (a "Company OptionCOMPANY OPTION"), shall be assumed by Parent in accordance with the terms (as in effect as of the date of this Agreement) of the Company's 2000 Equity Incentive Plan Company Option Plans and the stock option agreement by which such Company Option is evidenced. All rights with respect to Company Common Stock underlying under outstanding Company Options shall thereupon be converted into rights with respect to Parent Common Stock.
(b) From . Accordingly, from and after the Effective Time:
, (ia) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock;
, (iib) the number of shares of Parent Common Stock subject to each such assumed Company Option shall be equal to the number of shares of Company Common Stock that were subject to such Company Option immediately prior to the Effective Time multiplied by the Applicable Fraction, rounded down to the nearest whole number of shares of Parent Common Stock;
Stock (iiicollectively, the "OPTION SHARES"), (c) the per share exercise price ("Parent Exercise Price") for the Parent Common Stock issuable upon exercise of each such assumed Company Option shall be determined by dividing the exercise price per share of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by the Applicable Fraction, and rounding the resulting exercise price up to the nearest whole cent; and
, and (ivd) all restrictions on the exercise of each such assumed Company Option shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that each such assumed Company Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective Time.
(c) . The Company and Parent shall take all action that may be necessary (under the Company's 2000 Equity Incentive Plan Company Option Plans and otherwise) to effectuate the provisions of this Section 1.7.
(d) Within two business days 1.6. 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 such Company Options qualified as incentive stock options prior to the Effective Time, and this Section 1.6 shall be interpreted consistent with such intent. Following the Closing, Parent will send to each holder of an assumed Company Option a written notice setting forth (i) the number of shares of Parent Common Stock subject to such assumed Company Option Option, and (ii) the exercise price per share of Parent Common Stock issuable upon exercise of such assumed Company Option. The notice will also reflect the number of shares awarded to each holder of an assumed Company Option pursuant to Section 1.7(e).
(e) All vested Company Options may be exercised No later than February 1, 2000, Parent shall file a registration statement on a cashless basis, at the option of the holder of a Company Option. Any Company Options exercised on a cashless basis shall be exchanged Form S-8 for the number of shares of Parent Common Stock determined by subtracting from the number of Option Conversion Shares the number of Exercise Shares. For the purposes of this Agreement, "Option Conversion Shares" shall be equal issuable with respect to the number of assumed Company Options being exercised multiplied by that are eligible for inclusion on Form S-8 and shall maintain the Applicable Fraction (effectiveness of such registration statement thereafter for so long as defined any such options or other rights remain outstanding. The Company has not taken, and shall not take, any action that would result in Section 1.5(b)(i)). "Exercise Shares" shall be equal to the fraction having a numerator equal to the aggregate accelerated vesting, exercisability or payment of the Parent Exercise Price (as defined in Section 1.7(b)(iii)) due for the Company Options being exercised and as a denominator equal to the Fair Market Value consequence of the Parent Common Stock. The "Fair Market Value" execution of, or consummation of the transactions contemplated by, this Agreement. Consistent with the terms of the Company Option Plans and the documents governing the outstanding options under the Company Option Plans, the Merger will not terminate any of the outstanding Company Options or accelerate the vesting, exercisability or payment of any Company Options or the shares of Parent Common Stock for any which will be subject to those options upon the Parent's assumption of the Company Options exercised at Closing shall be in the Designated Parent Stock Price. Thereafter, the Fair Market Value of the Parent Common Stock shall be, as of any date, the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on the Nasdaq National Market (or the exchangeMerger.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Accrue Software Inc)
Employee Stock Options. (a) At the Effective Time, each stock option that is then outstanding under the Company's 2000 Equity Incentive Company Option Plan, whether vested or unvested (a "“Company Option"”), shall be assumed by Parent in accordance with the terms (as in effect as of the date of this Agreement) of the Company's 2000 Equity Incentive Company Option Plan and the stock option agreement by which such Company Option is evidenced. All rights with respect to Company Common Stock underlying under outstanding Company Options shall thereupon be converted into rights with respect to Parent Common Stock.
(b) From . Accordingly, from and after the Effective Time:
, (i) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock;
, (ii) the number of shares of Parent Common Stock subject to each such assumed Company Option shall be equal to the number of shares of Company Common Stock that were subject to such Company Option immediately prior to the Effective Time multiplied by the Applicable FractionNumber, rounded down to the nearest whole number of shares of Parent Common Stock;
, (iii) the per share exercise price ("Parent Exercise Price") for the Parent Common Stock issuable upon exercise of each such assumed Company Option shall be determined by dividing the exercise price per share of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by the Applicable FractionNumber, and rounding the resulting exercise price up to the nearest whole cent; and
, and (iv) all restrictions on the exercise of each such assumed Company Option shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that each such assumed Company Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective Time; provided further, that in no event shall any assumed Company Option have a term in excess of ten years.
(cb) The Company and Parent shall take all action that may be necessary (under the Company's 2000 Equity Incentive Company Option Plan and otherwise) to effectuate the provisions of this Section 1.71.6.
(dc) Within two business days of Promptly following the Closing, Parent will send deliver to each holder of an assumed Company Option a written notice setting forth (i) the number of shares of Parent Common Stock subject to such assumed Company Option Option, and (ii) the exercise price per share of Parent Common Stock issuable upon exercise of such assumed Company Option. The notice will also reflect Option (the number of shares awarded to each holder of an assumed Company “Option pursuant to Section 1.7(eAssumption Notice”).
(e) All vested Company Options may be exercised on a cashless basis, at the option of the holder of a Company Option. Any Company Options exercised on a cashless basis shall be exchanged for the number of shares of Parent Common Stock determined by subtracting from the number of Option Conversion Shares the number of Exercise Shares. For the purposes of this Agreement, "Option Conversion Shares" shall be equal to the number of Company Options being exercised multiplied by the Applicable Fraction (as defined in Section 1.5(b)(i)). "Exercise Shares" shall be equal to the fraction having a numerator equal to the aggregate of the Parent Exercise Price (as defined in Section 1.7(b)(iii)) due for the Company Options being exercised and a denominator equal to the Fair Market Value of the Parent Common Stock. The "Fair Market Value" of the Parent Common Stock for any Company Options exercised at Closing shall be the Designated Parent Stock Price. Thereafter, the Fair Market Value of the Parent Common Stock shall be, as of any date, the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on the Nasdaq National Market (or the exchange
Appears in 1 contract
Samples: Merger Agreement (Sbe Inc)
Employee Stock Options. Prior to the Effective Time, the Company shall permit the exercise of vested Company Options (aas defined below) by either the payment of the exercise price in cash or through a cashless net exercise, and in no event shall the Company permit the exercise of vested Company Options by a promissory note. At the Effective Time, each stock option that is then outstanding under the Company's 2000 Equity Incentive 1998 Stock Option Plan, whether vested or unvested (a "Company OptionCOMPANY OPTION"), shall be assumed by converted into an option to purchase shares of Parent in accordance with the terms (as in effect as of the date of this Agreement) of the Company's 2000 Equity Incentive Plan and the stock option agreement by which such Company Option is evidencedCommon Stock. All rights with respect to Company Common Stock underlying under outstanding Company Options shall thereupon be converted into rights stock options with respect to Parent Common Stock.
(b) From . Accordingly, from and after the Effective Time:
, (ia) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock;
, (iib) the number of shares of Parent Common Stock subject to each such assumed converted Company Option shall be equal to the number of shares of Company Common Parent Stock that were subject to the holder of such Company Option would have received pursuant to Section 1.6(a)(i) hereof if such Company Option had been fully vested and exercised immediately prior to the Effective Time multiplied by the Applicable FractionTime, rounded down up or down, as the case may be, to the nearest whole number of shares of Parent Common Stock;
, (iiic) the per share exercise price ("Parent Exercise Price") for the Parent Common Stock issuable upon exercise of each such assumed converted Company Option shall be determined by dividing $1 per share, (d) each converted Company Option designated an "incentive stock option" as defined in Section 422 of the exercise price per share of Company Common Stock subject to such Company Option, as in effect Code ("ISO") immediately prior to the Effective TimeTime shall remain an ISO, by (e) each converted Company Option shall be subject to the Applicable Fractionterms and conditions of, and rounding the resulting exercise price up to the nearest whole cent; and
restrictions on transfer set forth in, Parent's 1999 Stock Incentive Plan, and (ivf) all restrictions on the exercise of each such assumed converted Company Option as set forth in each option holder's employment agreement or stock option agreement or pursuant to the Company's 1998 Stock Option Plan, shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that each such assumed converted Company Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective Time.
(c) . The Company and Parent shall take all action that may be necessary (under the Company's 2000 Equity Incentive 1998 Stock Option Plan and otherwise) to effectuate the provisions of this Section 1.7.
(d) Within two business days . Each holder of a Company Option will receive credit for time served as an employee of the Company for the purposes of the vesting schedule of such Company Option converted by the Parent. Following the Closing, Parent will send to each holder of an assumed a converted Company Option a written notice setting forth (i) the number of shares of Parent Common Stock subject to issuable upon exercise of such assumed converted Company Option and (ii) the exercise price per share of Parent Common Stock issuable upon the exercise of such assumed converted Company Option. The notice will also reflect the number of shares awarded to each holder of an assumed Company Option pursuant to Section 1.7(e).
(e) All vested Company Options may be exercised on a cashless basis, at the option of the holder of a Company Option. Any Company Options exercised on a cashless basis shall be exchanged for the number of shares of Parent Common Stock determined by subtracting from the number of Option Conversion Shares the number of Exercise Shares. For the purposes of this Agreement, "Option Conversion Shares" shall be equal to the number of Company Options being exercised multiplied by the Applicable Fraction (as defined in Section 1.5(b)(i)). "Exercise Shares" shall be equal to the fraction having a numerator equal to the aggregate of the Parent Exercise Price (as defined in Section 1.7(b)(iii)) due for the Company Options being exercised and a denominator equal to the Fair Market Value of the Parent Common Stock. The "Fair Market Value" of the Parent Common Stock for any Company Options exercised at Closing shall be the Designated Parent Stock Price. Thereafter, the Fair Market Value of the Parent Common Stock shall be, as of any date, the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on the Nasdaq National Market (or the exchange
Appears in 1 contract
Samples: Merger Agreement (Home Director Inc)
Employee Stock Options. (a) At the Effective Time, each stock option that is then outstanding under the Company's 2000 Equity Incentive 1999 Stock Option Plan, whether vested or unvested (a "Company OptionCOMPANY OPTION"), shall be assumed by Parent in accordance with the terms (as in effect as of the date of this Agreement) of the Company's 2000 Equity Incentive 1999 Stock Option Plan and the stock option agreement by which such Company Option is evidenced. All rights with respect to Company Common Stock underlying under outstanding Company Options shall thereupon be converted into rights with respect to Parent Common Stock.
(b) From Stock as set forth below. Accordingly, from and after the Effective Time:
, (ia) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock;
, (iib) the number of shares of Parent Common Stock subject to each such assumed Company Option shall be equal to the number of shares of Company Common Stock that were subject to such Company Option immediately prior to the Effective Time multiplied by the Applicable Fraction, rounded down to the nearest whole number of shares of Parent Common Stock;
, (iiic) the per share exercise price ("Parent Exercise Price") for the Parent Common Stock issuable upon exercise of each such assumed Company Option shall be determined by dividing the exercise price per share of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by the Applicable Fraction, and rounding the resulting exercise price up to the nearest whole cent; and
, and (ivd) all restrictions on the exercise of each such assumed Company Option shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that each such assumed Company Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective Time.
(c) . The Company and Parent shall take all action that may be necessary (under the Company's 2000 Equity Incentive 1999 Stock Option Plan and otherwise) to effectuate the provisions of this Section 1.7.
(d) Within two business days of 1.6. Following the Closing, Parent will send to each holder of an assumed Company Option a written notice setting forth (i) the number of shares of Parent Common Stock subject to such assumed Company Option Option, and (ii) the exercise price per share of Parent Common Stock issuable upon exercise of such assumed Company Option. The notice will also reflect To the number extent necessary, Parent shall file with the SEC, as soon as reasonably practical but in any event within thirty (30) days after the Closing Date, a registration statement on Form S-8 registering the exercise of shares awarded to each holder of an assumed Company Option pursuant to Section 1.7(e).
(e) All vested Company Options may be exercised on a cashless basis, at the option of the holder of a Company Option. Any Company Options exercised on a cashless basis shall be exchanged for the number of shares of Parent Common Stock determined by subtracting from the number of Option Conversion Shares the number of Exercise Shares. For the purposes of this Agreement, "Option Conversion Shares" shall be equal to the number of Company Options being exercised multiplied by the Applicable Fraction (as defined in Section 1.5(b)(i)). "Exercise Shares" shall be equal to the fraction having a numerator equal to the aggregate of the Parent Exercise Price (as defined in Section 1.7(b)(iii)) due for the Company Options being exercised and a denominator equal assumed by Parent pursuant to the Fair Market Value of the Parent Common Stock. The "Fair Market Value" of the Parent Common Stock for any Company Options exercised at Closing shall be the Designated Parent Stock Price. Thereafter, the Fair Market Value of the Parent Common Stock shall be, as of any date, the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on the Nasdaq National Market (or the exchangethis Section 1.6.
Appears in 1 contract
Employee Stock Options. (a) At the Effective Time, each option (if any) to purchase shares of capital stock option of the Company that is then outstanding under the Company's 2000 Equity Incentive Planoutstanding, whether vested or unvested (a "Company Option"), shall be assumed by Parent in accordance with the terms (as in effect as of the date of this Agreement) of the Company's 2000 Equity Incentive Plan and the stock option agreement by which such Company Option is evidenced. All rights with respect to Company Common Stock underlying under outstanding Company Options shall thereupon be converted into rights with respect to Parent Common Stock.
(b) From . Accordingly, from and after the Effective Time:
, (ia) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock;
, (iib) the number of shares of Parent Common Stock subject to each such assumed Company Option shall be equal to the number of shares of Company Common Stock that were subject to such Company Option immediately prior to the Effective Time multiplied by the Applicable Fraction, rounded down to the nearest whole number of shares of Parent Common Stock;
, (iiic) the per share exercise price ("Parent Exercise Price") for the Parent Common Stock issuable upon exercise of each such assumed Company Option shall be determined by dividing the exercise price per share of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by the Applicable Fraction, and rounding the resulting exercise price up to the nearest whole cent; and
, and (ivd) all restrictions on the exercise of each such assumed Company Option shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; providedPROVIDED, howeverHOWEVER, that each such assumed Company Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective Time.
(c) . The Company and Parent shall take all action that may be necessary (under the Company's 2000 Equity Incentive Plan and otherwise) to effectuate the provisions of this Section 1.7.
(d) Within two business days of 1.6. Following the Closing, Parent will send to each holder (if any) of an assumed Company Option a written notice setting forth (i) the number of shares of Parent Common Stock subject to such assumed Company Option and (ii) the exercise price per share of Parent Common Stock issuable upon exercise of such assumed Company Option. The notice will also reflect Parent shall file with the number SEC, within 15 days after the Closing Date, a registration statement on Form S-8 registering the securities to be issued upon exercise of shares awarded to each holder of an assumed Company Option pursuant to Section 1.7(e).
(e) All vested Company Options may be exercised on a cashless basis, at the option of the holder of a Company Option. Any Company Options exercised on a cashless basis shall be exchanged for the number of shares of Parent Common Stock determined by subtracting from the number of Option Conversion Shares the number of Exercise Shares. For the purposes of this Agreement, "Option Conversion Shares" shall be equal to the number of Company Options being exercised multiplied by the Applicable Fraction (as defined in Section 1.5(b)(i)). "Exercise Shares" shall be equal to the fraction having a numerator equal to the aggregate of the Parent Exercise Price (as defined in Section 1.7(b)(iii)) due for the Company Options being exercised and a denominator equal to the Fair Market Value of the Parent Common Stock. The "Fair Market Value" of the Parent Common Stock for any Company Options exercised at Closing assumed by Parent pursuant to this Section 1.6, and shall be use reasonable efforts to maintain the Designated Parent Stock Price. Thereafter, the Fair Market Value effectiveness of the Parent Common Stock shall be, such registration statement for so long as of any date, the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on the Nasdaq National Market (or the exchangeCompany Options remain outstanding.
Appears in 1 contract
Employee Stock Options. (a) At the Effective Time, each stock option that is then outstanding under the Company's 2000 Equity Incentive 1998 Stock Plan, whether vested or unvested (a "Company Option"), shall be assumed by Parent in accordance with the terms (as in effect as of the date of this Agreement) of the Company's 2000 Equity Incentive 1998 Stock Plan and the stock option agreement by which such Company Option is evidencedevidenced and the Company's repurchase right with respect to any unvested shares acquired by the exercise of Company Options shall be assigned to Parent. All rights with respect to Company Common Stock underlying under outstanding Company Options shall thereupon be converted into rights with respect to Parent Common Stock.
(b) From . Accordingly, from and after the Effective Time:
, (ia) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock;
, (iib) the number of shares of Parent Common Stock subject to each such assumed Company Option shall be equal to the number of shares of Company Common Stock that were subject to such Company Option immediately prior to the Effective Time multiplied by the Applicable Fraction, rounded down to the nearest whole number of shares of Parent Common Stock;
, (iiic) the per share exercise price ("Parent Exercise Price") for the Parent Common Stock issuable upon exercise of each such assumed Company Option shall be determined by dividing the exercise price per share of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by the Applicable Fraction, and rounding the resulting exercise price up to the nearest whole cent, and (d) each assumed Company Option designated an "incentive stock option" as defined in Section 422 of the Code ("ISO") immediately prior to the Effective Time shall remain an ISO; and
and (ive) all restrictions on the exercise of each such assumed Company Option shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that each such assumed Company Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective Time.
(c) . The Company and Parent shall take all action that may be necessary (under the Company's 2000 Equity Incentive 1998 Stock Plan and otherwise) to effectuate the provisions of this Section 1.7.
(d) Within two business days 1.6. Each holder of a Company Option will receive credit for time served as an employee of the Company for the purposes of the vesting schedule of such Company Option assumed by the Parent. Following the Closing, Parent will send to each holder of an assumed Company Option a written notice setting forth (i) the number of shares of Parent Common Stock subject to such assumed Company Option Option, and (ii) the exercise price per share of Parent Common Stock issuable upon exercise of such assumed Company Option. The notice will also reflect As soon as reasonably practicable, and in any event within 60 days after the number of shares awarded to each holder of an assumed Company Option pursuant to Section 1.7(e).
(e) All vested Company Options may be exercised Closing Date, unless such 60 day period is impracticable, Parent shall file with the SEC, a registration statement on a cashless basis, at Form S-8 registering the option of the holder of a Company Option. Any Company Options exercised on a cashless basis shall be exchanged for the number of shares of Parent Common Stock determined by subtracting from the number issuable upon exercise of Option Conversion Shares the number of Exercise Shares. For the purposes of this Agreement, "Option Conversion Shares" shall be equal to the number of Company Options being exercised multiplied by the Applicable Fraction (as defined in Section 1.5(b)(i)). "Exercise Shares" shall be equal to the fraction having a numerator equal to the aggregate of the Parent Exercise Price (as defined in Section 1.7(b)(iii)) due for the Company Options being exercised and a denominator equal assumed by Parent pursuant to the Fair Market Value of the Parent Common Stock. The "Fair Market Value" of the Parent Common Stock for any Company Options exercised at Closing shall be the Designated Parent Stock Price. Thereafter, the Fair Market Value of the Parent Common Stock shall be, as of any date, the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on the Nasdaq National Market (or the exchangethis Section 1.6.
Appears in 1 contract
Employee Stock Options. (a) At the Effective Time, each stock option that is then outstanding under the Company's 2000 Equity 1998 Stock Incentive Plan, whether vested or unvested (a "Company OptionCOMPANY OPTION"), shall be assumed by Parent in accordance with the terms (as in effect as of the date of this Agreement) of the Company's 2000 Equity 1998 Stock Incentive Plan and the stock option agreement by which such Company Option is evidenced. All rights with respect to Company Common Stock underlying under outstanding Company Options shall thereupon be converted into rights with respect to Parent Common Stock.
(b) From Stock as set forth below. Accordingly, from and after the Effective Time:
, (ia) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock;
, (iib) the number of shares of Parent Common Stock subject to each such assumed Company Option shall be equal to the number of shares of Company Common Stock that were subject to such Company Option immediately prior to the Effective Time multiplied by the Applicable Fraction, rounded down to the nearest whole number of shares of Parent Common Stock;
, (iiic) the per share exercise price ("Parent Exercise Price") for the Parent Common Stock issuable upon exercise of each such assumed Company Option shall be determined by dividing the exercise price per share of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by the Applicable Fraction, and rounding the resulting exercise price up to the nearest whole cent; and
, and (ivd) all restrictions on the exercise of each such assumed Company Option shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that each such assumed Company Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective Time.
(c) . The Company and Parent shall take all action that may be necessary (under the Company's 2000 Equity 1998 Stock Incentive Plan and otherwise) to effectuate the provisions of this Section 1.7.
(d) Within two business days of 1.6. Following the Closing, Parent will send to each holder of an assumed Company Option a written notice setting forth (i) the number of shares of Parent Common Stock subject to such assumed Company Option Option, and (ii) the exercise price per share of Parent Common Stock issuable upon exercise of such assumed Company Option. The notice will also reflect To the number extent necessary, Parent shall file with the SEC, as soon as reasonably practical but in any event within thirty (30) days after the Closing Date, a registration statement on Form S-8 registering the exercise of shares awarded to each holder of an assumed Company Option pursuant to Section 1.7(e).
(e) All vested Company Options may be exercised on a cashless basis, at the option of the holder of a Company Option. Any Company Options exercised on a cashless basis shall be exchanged for the number of shares of Parent Common Stock determined by subtracting from the number of Option Conversion Shares the number of Exercise Shares. For the purposes of this Agreement, "Option Conversion Shares" shall be equal to the number of Company Options being exercised multiplied by the Applicable Fraction (as defined in Section 1.5(b)(i)). "Exercise Shares" shall be equal to the fraction having a numerator equal to the aggregate of the Parent Exercise Price (as defined in Section 1.7(b)(iii)) due for the Company Options being exercised and a denominator equal assumed by Parent pursuant to the Fair Market Value of the Parent Common Stock. The "Fair Market Value" of the Parent Common Stock for any Company Options exercised at Closing shall be the Designated Parent Stock Price. Thereafter, the Fair Market Value of the Parent Common Stock shall be, as of any date, the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on the Nasdaq National Market (or the exchangethis Section 1.6.
Appears in 1 contract
Employee Stock Options. (a) At the Effective Time, each stock option that is then outstanding under Company Option (as defined in Section 2.3(b)) and each other outstanding option to purchase Common Stock of the Company's 2000 Equity Incentive PlanCompany issued in accordance with the terms of this Agreement, whether vested or unvested (a "Company Option")unvested, shall be assumed by Parent in accordance with the terms (as in effect as of the date of this Agreement) of the Company's 2000 Equity Incentive such Company Stock Option Plan under which such Company Option was issued and the stock option agreement by which such Company Option is evidenced. All rights with respect to Company Common Stock underlying under outstanding Company Options shall thereupon be converted into rights with respect to Parent Common Stock.
(b) From . Accordingly, from and after the Effective Time:
, (ia) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock;
, (iib) the number of shares of Parent Common Stock subject to each such assumed Company Option shall be equal to the number of shares of Company Common Stock that were subject to such Company Option immediately prior to the Effective Time multiplied by the Applicable Fraction, rounded down down, to the nearest whole number of shares of Parent Common Stock;
, (iiic) the per share exercise price ("Parent Exercise Price") for the Parent Common Stock issuable upon exercise of each such assumed Company Option shall be determined by dividing the exercise price per share of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by the Applicable Fraction, and rounding the resulting exercise price up to the nearest whole cent; and
, and (ivd) all restrictions on the exercise of each such assumed Company Option shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, provided however, that each such assumed Company Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective Time.
(c) . The Company and Parent shall take all action that may be necessary (under the Company's 2000 Equity Incentive Plan all Company Stock Option Plans and otherwise) to effectuate the provisions of this Section 1.71.6.
(d) Within two business days of the Closing, Parent will send to each holder of an assumed Company Option a written notice setting forth (i) the number of shares of Parent Common Stock subject to such assumed Company Option and (ii) the exercise price per share of Parent Common Stock issuable upon exercise of such assumed Company Option. The notice will also reflect the number of shares awarded to each holder of an assumed Company Option pursuant to Section 1.7(e).
(e) All vested Company Options may be exercised on a cashless basis, at the option of the holder of a Company Option. Any Company Options exercised on a cashless basis shall be exchanged for the number of shares of Parent Common Stock determined by subtracting from the number of Option Conversion Shares the number of Exercise Shares. For the purposes of this Agreement, "Option Conversion Shares" shall be equal to the number of Company Options being exercised multiplied by the Applicable Fraction (as defined in Section 1.5(b)(i)). "Exercise Shares" shall be equal to the fraction having a numerator equal to the aggregate of the Parent Exercise Price (as defined in Section 1.7(b)(iii)) due for the Company Options being exercised and a denominator equal to the Fair Market Value of the Parent Common Stock. The "Fair Market Value" of the Parent Common Stock for any Company Options exercised at Closing shall be the Designated Parent Stock Price. Thereafter, the Fair Market Value of the Parent Common Stock shall be, as of any date, the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on the Nasdaq National Market (or the exchange
Appears in 1 contract
Employee Stock Options. (a) At the Effective Time, each stock option that is then outstanding under Company Option (as defined in Section 2.3(b)) and each other outstanding option to purchase Common Stock of the Company's 2000 Equity Incentive PlanCompany issued in accordance with the terms of this Agreement, whether vested or unvested (a "Company Option")unvested, shall be assumed by Parent in accordance with the terms (as in effect as of the date of this Agreement) of the Company's 2000 Equity Incentive such Company Stock Option Plan under which such Company Option was issued and the stock option agreement by which such Company Option is evidenced. All rights with respect to Company Common Stock underlying under outstanding Company Options shall thereupon be converted into rights with respect to Parent Common Stock.
(b) From Stock and cash. Accordingly, from and after the Effective Time:
, (ia) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock;
, (iib) the number of shares of Parent Common Stock subject to each such assumed Company Option shall be equal to the number of shares of Company Common Stock that were subject to such Company Option immediately prior to the Effective Time multiplied by the Applicable FractionExchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock;
, (iiic) the per share exercise price ("Parent Exercise Price") for the Parent Common Stock issuable upon exercise of each such assumed Company Option shall be determined by dividing the exercise price per share of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by the Applicable FractionExchange Ratio, subtracting an amount equal to the Cash Consideration and rounding the resulting exercise price up to the nearest whole cent; and
, and (ivd) all restrictions on the exercise of each such assumed Company Option shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, howeverPROVIDED HOWEVER, that each such assumed Company Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective Time.
(c) . The Company and Parent shall take all action that may be necessary (under the Company's 2000 Equity Incentive Plan all Company Stock Option Plans and otherwise) to effectuate the provisions of this Section 1.7.
(d) Within two business days of the Closing, Parent will send to each holder of an assumed Company Option a written notice setting forth (i) the number of shares of Parent Common Stock subject to such assumed Company Option and (ii) the exercise price per share of Parent Common Stock issuable upon exercise of such assumed Company Option. The notice will also reflect the number of shares awarded to each holder of an assumed Company Option pursuant to Section 1.7(e).
(e) All vested Company Options may be exercised on a cashless basis, at the option of the holder of a Company Option. Any Company Options exercised on a cashless basis shall be exchanged for the number of shares of Parent Common Stock determined by subtracting from the number of Option Conversion Shares the number of Exercise Shares. For the purposes of this Agreement, "Option Conversion Shares" shall be equal to the number of Company Options being exercised multiplied by the Applicable Fraction (as defined in Section 1.5(b)(i)). "Exercise Shares" shall be equal to the fraction having a numerator equal to the aggregate of the Parent Exercise Price (as defined in Section 1.7(b)(iii)) due for the Company Options being exercised and a denominator equal to the Fair Market Value of the Parent Common Stock. The "Fair Market Value" of the Parent Common Stock for any Company Options exercised at Closing shall be the Designated Parent Stock Price. Thereafter, the Fair Market Value of the Parent Common Stock shall be, as of any date, the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on the Nasdaq National Market (or the exchange
Appears in 1 contract
Employee Stock Options. (a) At 3.2.1. The Company will take all necessary actions to ensure that, at the Effective Time, each stock option that is then outstanding to purchase Shares of Company Common Stock (each an “Option” and collectively, the “Options”) issued under the Company's 2000 Equity Incentive PlanOption Plan that has vested or, whether vested or unvested (a "Company Option"), shall be assumed by Parent in accordance with the terms (as of Contractual Obligations presently in effect as of the date of this Agreement) of the Company's 2000 Equity Incentive Plan and the stock option agreement by which such Company Option is evidenced. All rights with respect to such Options, will vest in connection with the Transactions (each a “Vested Option” and collectively, the “Vested Options”) shall terminate and be canceled and each holder of a Vested Option shall be entitled to receive, in consideration therefor, a cash payment equal to the product of (a) the excess, if any, of (i) the Company Common Stock underlying outstanding Company Options shall thereupon be converted into rights with respect to Parent Common Stock.
(b) From and after the Effective Time:
(i) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock;
Price Per Share over (ii) the number exercise price of shares of Parent Common Stock subject to each such assumed Company Vested Option shall be equal to multiplied by (b) the number of shares Shares of Company Common Stock that were subject covered by such Vested Option (the “Option Consideration”), less any applicable withholding Taxes, payable upon surrender of the certificate formerly representing such Vested Option. As of the Effective Time, all Vested Options shall be deemed exercised and be of no further force and effect and each holder of a Vested Option shall cease to have any rights with respect thereto, except the right to receive the Option Consideration with respect to such Company Option immediately prior to Vested Options.
3.2.2. All Options outstanding at the Effective Time, other than Vested Options, shall be canceled as of the Effective Time multiplied by and the Applicable FractionOption Plan shall be terminated. As of the Effective Time, each canceled Option that has an exercise price that is equal to or less than the Company Common Stock Price Per Share shall be replaced with an option (a “Replacement Option”) to purchase Parent common shares (“Parent Shares”) that will be granted pursuant to the terms of the Parent’s equity compensation plans. Each Replacement Option shall be exercisable for, and represent the right to acquire, that whole number of Parent Shares (rounded down to the nearest whole number of shares Parent Shares) equal to the number of Parent Common Stock;
(iii) the per share exercise price ("Parent Exercise Price") for the Parent Common Stock issuable upon exercise of each such assumed Company Option shall be determined by dividing the exercise price per share Shares of Company Common Stock subject to such Option multiplied by a fraction the numerator of which shall be equal to the Company Option, as in effect immediately Common Stock Price Per Share and the denominator of which shall be equal to the closing price of Parent Shares on the Business Day prior to the Effective Time, by Time (such fraction being hereinafter referred to as the Applicable Fraction, “Exchange Ratio”) and rounding the resulting exercise price up per option on Parent Shares shall be the amount equal to the nearest whole cent; and
(iv) all restrictions on the exercise of each such assumed Company Option shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that each such assumed Company Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective Time.
(c) The Company and Parent shall take all action that may be necessary (under the Company's 2000 Equity Incentive Plan and otherwise) to effectuate the provisions of this Section 1.7.
(d) Within two business days of the Closing, Parent will send to each holder of an assumed Company Option a written notice setting forth (i) the number of shares of Parent Common Stock subject to such assumed Company Option and (ii) the exercise price per share subject to such Option divided by the Exchange Ratio (rounded upward to the nearest full cent). Except as provided in this and the preceding sentence, the terms of Parent any Replacement Option shall have substantially the same terms as the corresponding cancelled Option, including the existing vesting schedule and the provisions providing for the acceleration of vesting. No Replacement Options shall be granted in respect of Options that have an exercise price that exceeds the Company Common Stock issuable upon exercise of such assumed Company OptionPrice Per Share.
3.2.3. The notice will also reflect As soon as practicable after the number of shares awarded Effective Time, Parent shall deliver to each holder of a Replacement Option an assumed Company Option appropriate notice setting forth such holder’s rights pursuant thereto. Parent shall take all corporate action necessary to reserve for issuance a sufficient number of Parent Shares for delivery upon exercise of Replacement Options pursuant to the terms set forth in this Section 1.7(e).
3.2. As soon as practicable, but in no event later than thirty (e30) All vested Company Options may be exercised on a cashless basisdays, at after the option of Effective Time, the holder of a Company Option. Any Company Options exercised on a cashless basis Parent Shares subject to options shall be exchanged for the number of shares of Parent Common Stock determined covered by subtracting from the number of Option Conversion Shares the number of Exercise Shares. For the purposes of this Agreement, "Option Conversion Shares" shall be equal to the number of Company Options being exercised multiplied by the Applicable Fraction (as defined in Section 1.5(b)(i)). "Exercise Shares" shall be equal to the fraction having a numerator equal to the aggregate of the Parent Exercise Price (as defined in Section 1.7(b)(iii)) due for the Company Options being exercised and a denominator equal to the Fair Market Value of the Parent Common Stock. The "Fair Market Value" of the Parent Common Stock for any Company Options exercised at Closing shall be the Designated Parent Stock Price. Thereafter, the Fair Market Value of the Parent Common Stock shall be, as of any date, the closing sales price for such stock an effective registration statement on Form S-8 (or the closing bid, if no sales were reportedany successor form) as quoted on the Nasdaq National Market (or the exchangeanother appropriate form.
Appears in 1 contract
Employee Stock Options. (a) At the Effective Time, each stock option that is then outstanding under the Company's 2000 Equity Incentive 1997 Stock Award Plan (the "Stock Option Plan"), whether vested or unvested (a "Company Option"), shall be assumed by Parent in accordance with the terms (as in effect as of the date of this Agreement) of the Company's 2000 Equity Incentive Stock Option Plan and the stock option agreement by which such Company Option is evidenced. All rights with respect to Company Common Stock underlying under outstanding Company Options shall thereupon be converted into rights with respect to Parent Common Stock.
(b) From . Accordingly, from and after the Effective Time:
, (ia) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock;
, (iib) the number of shares of Parent Common Stock subject to each such assumed Company Option shall be equal to the number of shares of Company Common Stock that were subject to such Company Option immediately prior to the Effective Time multiplied by the Applicable FractionExchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock;
, (iiic) the per share exercise price ("Parent Exercise Price") for the Parent Common Stock issuable upon exercise of each such assumed Company Option shall be determined by dividing the exercise price per share of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by the Applicable FractionExchange Ratio, and rounding the resulting exercise price up to the nearest whole cent; and
, and (ivd) all restrictions on the exercise of each such assumed Company Option shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that each such assumed Company Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective Time.
(c) . The Company and Parent shall take all action that may be necessary (under the Company's 2000 Equity Incentive Stock Option Plan and otherwise) to effectuate the provisions of this Section 1.7.
(d) Within two business days of 1.6. Following the Closing, Parent will send to each holder of an assumed Company Option a written notice setting forth (i) the number of shares of Parent Common Stock subject to such assumed Company Option Option, and (ii) the exercise price per share of Parent Common Stock issuable upon exercise of such assumed Company Option. The notice will also reflect Parent shall file with the number SEC, within ninety (90) days after the Closing Date, a registration statement on Form S-8 registering the exercise of shares awarded to each holder of an assumed Company Option pursuant to Section 1.7(e).
(e) All vested Company Options may be exercised on a cashless basis, at the option of the holder of a Company Option. Any Company Options exercised on a cashless basis shall be exchanged for the number of shares of Parent Common Stock determined by subtracting from the number of Option Conversion Shares the number of Exercise Shares. For the purposes of this Agreement, "Option Conversion Shares" shall be equal to the number of Company Options being exercised multiplied by the Applicable Fraction (as defined in Section 1.5(b)(i)). "Exercise Shares" shall be equal to the fraction having a numerator equal to the aggregate of the Parent Exercise Price (as defined in Section 1.7(b)(iii)) due for the Company Options being exercised and a denominator equal assumed by Parent pursuant to this Section 1.6. At or prior to the Fair Market Value of Effective Time, each Stock Appreciation Right that is then outstanding under the Parent Common Stock. The "Fair Market Value" of the Parent Common Company's Stock for any Company Options exercised at Closing Option Plan shall be the Designated cashed out by Parent Stock Price. Thereafter, the Fair Market Value of the Parent Common Stock shall be, as of any date, the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on the Nasdaq National Market (or the exchangein accordance with Section 7.6 hereof and terminated.
Appears in 1 contract
Employee Stock Options. (a) At the Effective Time, each stock option that is then outstanding under the Company's 2000 Equity Incentive 1995 Stock Option Plan (the "Company Plan"), whether vested or unvested (a "Company Option"), shall be assumed substituted by Parent with a stock option under Parent's 1999 Omnibus Equity Plan (or an equivalent plan) (the "Parent Plan") with a term, exercisability and vesting schedule equivalent to such Company Option and with all other terms in accordance with the terms (as in effect as of the date of this Agreement) of the Company's 2000 Equity Incentive Parent Plan and the stock option agreement by which such Company Option is evidencedas set forth in this Section 1.6 (a "Parent Substituted Option"). All rights with respect to Company Common Stock underlying outstanding Company Options shall thereupon be converted into rights with respect to Parent Common Stock.
(b) From Accordingly, from and after the Effective Time:
, (ia) each Parent Substituted Option substituted for a Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock;
, (iib) the number of shares of Parent Common Stock subject to each such assumed Company Parent Substituted Option shall be equal to the number of shares of Company Common Stock that were subject to such Company Option immediately prior to the Effective Time multiplied by the Applicable FractionExchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock;
, (iiic) the per share exercise price ("Parent Exercise Price") for the Parent Common Stock issuable upon exercise of each such assumed Company Parent Substituted Option shall be determined by dividing the exercise price per share of Company Common Stock subject to such substituted Company Option, as in effect immediately prior to the Effective Time, by the Applicable FractionExchange Ratio, and rounding the resulting exercise price up to the nearest whole cent; and
, and (ivd) the Parent Substituted Option shall contain all restrictions on the exercise of each such assumed substituted Company Option Option, which shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that each such assumed Company Parent Substituted Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective Time.
(c) . The Company and Parent shall take all action that may be necessary (under the Company's 2000 Equity Incentive Plan Company Plan, the option agreements thereunder and otherwise) to effectuate the provisions of this Section 1.7.
(d) Within two business days of 1.6. Following the Closing, Parent will send to each holder of an assumed a substituted Company Option a written notice setting forth (i) Stock Option Grant Notice and Stock Option Agreement under the number of shares of Parent Common Stock subject to such assumed Company Option and (ii) Plan reflecting the exercise price per share of Parent Common Stock issuable upon exercise of such assumed Company Option. The notice will also reflect the number of shares awarded to each holder of an assumed Company Option pursuant to Section 1.7(e).
(e) All vested Company Options may be exercised on a cashless basis, at the option of the holder of a Company Option. Any Company Options exercised on a cashless basis shall be exchanged for the number of shares of Parent Common Stock determined by subtracting from the number of Option Conversion Shares the number of Exercise Shares. For the purposes of this Agreement, "Option Conversion Shares" shall be equal to the number of Company Options being exercised multiplied by the Applicable Fraction (as defined in Section 1.5(b)(i)). "Exercise Shares" shall be equal to the fraction having a numerator equal to the aggregate terms of the Parent Exercise Price (as defined in Section 1.7(b)(iii)) due Substituted Option for the Company Options being exercised and a denominator equal to the Fair Market Value of the Parent Common Stock. The "Fair Market Value" of the Parent Common Stock for any Company Options exercised at Closing shall be the Designated Parent Stock Price. Thereafter, the Fair Market Value of the Parent Common Stock shall be, as of any date, the closing sales price for execution by such stock (or the closing bid, if no sales were reported) as quoted on the Nasdaq National Market (or the exchangeholder.
Appears in 1 contract
Samples: Merger Agreement (Medibuy Com Inc)
Employee Stock Options. (a) At the Effective Time, each stock option to acquire Company Common Stock that is then outstanding outstanding, including but not limited to those granted under each of (i) the Company's 2000 Equity Incentive PlanPlan (ii) the Company's 1998-1999 Stock Option Plan and (iii) the Company's 1997-1999 Stock Option Plan (the "Company Stock Option Plans"), whether vested or unvested (a "Company Option"), shall be assumed by Parent in accordance with the terms (as in effect as of the date of this Agreement) of the Company's 2000 Equity Incentive applicable Company Stock Option Plan and and/or the stock option agreement by which such Company Option is evidenced. All rights with respect to Company Common Stock underlying under outstanding Company Options shall thereupon be converted into rights with respect to Parent Common Stock.
(b) From Stock as set forth below. Accordingly, from and after the Effective Time:
, (ia) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock;
, (iib) the number of shares of Parent Common Stock subject to each such assumed Company Option shall be equal to the number of shares of Company Common Stock that were subject to such Company Option immediately prior to the Effective Time multiplied by the Applicable Fraction, rounded down to the nearest whole number of shares of Parent Common Stock;
, (iiic) the per share exercise price ("Parent Exercise Price") for the Parent Common Stock issuable upon exercise of each such assumed Company Option shall be determined by dividing the exercise price per share of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by the Applicable Fraction, and rounding the resulting exercise price up to the nearest whole cent; and
, and (ivd) all restrictions on the exercise of each such assumed Company Option shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that each such assumed Company Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective Time.
(c) . The Company and Parent shall take all action that may be necessary (under each of the Company's 2000 Equity Incentive Plan Company Stock Option Plans and otherwise) to effectuate the provisions of this Section 1.7.
(d) Within two business days of 1.6. Following the Closing, Parent will send to each holder of an assumed Company Option a written notice setting forth (i) the number of shares of Parent Common Stock subject to such assumed Company Option Option, and (ii) the exercise price per share of Parent Common Stock issuable upon exercise of such assumed Company Option. The notice will also reflect Parent shall file with the number SEC, as soon as reasonably practical but in any event within thirty (30) days after the Closing Date, a registration statement on Form S-8 registering the exercise of shares awarded to each holder of an assumed Company Option pursuant to Section 1.7(e).
(e) All vested Company Options may be exercised on a cashless basis, at the option of the holder of a Company Option. Any Company Options exercised on a cashless basis shall be exchanged for the number of shares of Parent Common Stock determined by subtracting from the number of Option Conversion Shares the number of Exercise Shares. For the purposes of this Agreement, "Option Conversion Shares" shall be equal to the number of Company Options being exercised multiplied by the Applicable Fraction (as defined in Section 1.5(b)(i)). "Exercise Shares" shall be equal to the fraction having a numerator equal to the aggregate of the Parent Exercise Price (as defined in Section 1.7(b)(iii)) due for the Company Options being exercised and a denominator equal assumed by Parent pursuant to the Fair Market Value of the Parent Common Stock. The "Fair Market Value" of the Parent Common Stock for any Company Options exercised at Closing shall be the Designated Parent Stock Price. Thereafter, the Fair Market Value of the Parent Common Stock shall be, as of any date, the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on the Nasdaq National Market (or the exchangethis Section 1.6.
Appears in 1 contract
Employee Stock Options. The Company will use its reasonable best efforts to obtain from each holder of a stock option (aa "Company Stock Option") At outstanding, whether or not exercisable at the Effective Time, each stock option that is then outstanding Time under the Company's 2000 Equity Incentive Plan, whether vested or unvested Stock Option Plan and Directors Stock Option Plan (a the "Company OptionStock Option Plans"), such holder's agreement that such option shall be assumed canceled by Parent in accordance with the terms (as in effect as of the date of this Agreement) of the Company's 2000 Equity Incentive Plan and the stock option agreement by which such Company Option is evidenced. All rights with respect to Company Common Stock underlying outstanding Company Options shall thereupon be converted into rights with respect to Parent Common Stock.
(b) From and after the Effective Time:
(i) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock;
(ii) the number of shares of Parent Common Stock subject to each such assumed Company Option shall be equal to the number of shares of Company Common Stock that were subject to such Company Option immediately prior to the Effective Time multiplied by the Applicable Fraction, rounded down to the nearest whole number Time. Each holder of shares of Parent Common Stock;
(iii) the per share exercise price ("Parent Exercise Price") for the Parent Common a canceled Company Stock issuable upon exercise of each such assumed Company Option shall be determined by dividing entitled to receive at the Effective Time or as soon as practicable thereafter from the Company in consideration for the cancellation of such Company Stock Option an amount (the "Option Spread") equal to the product of (i) the number of Shares previously subject to such Company Stock Option and (ii) the excess, if any, of the Per Share Amount over the exercise price per share of Company Common Stock previously subject to such Company Stock Option. Each holder of a Company Stock Option shall also be given the right to tender such options, as in effect immediately prior whether or not exercisable, pursuant to the Effective Time, by Offer and to receive the Applicable Fraction, and rounding the resulting exercise price up Option Spread pursuant to the nearest whole centOffer; and
(iv) all restrictions on the exercise of each such assumed Company Option shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that each such assumed Company Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective Time.
(c) The Company and Parent shall take all action that may be necessary (under the Company's 2000 Equity Incentive Plan and otherwise) to effectuate the provisions of this Section 1.7.
(d) Within two business days of the Closing, Parent will send to each holder of Warrants referred to in Section 3.3 shall also be given the right to tender such Warrants pursuant to the Offer and to receive an assumed Company Option a written notice setting forth (iamount equal to the product of(i) the number of shares Shares which may be purchased on exercise of Parent Common Stock subject to such assumed Company Option the Warrants and (ii) the excess, if any, of the Per Share Amount over the per share exercise price per share of Parent Common Stock issuable upon exercise of such assumed Company Option. The notice will also reflect the number of shares awarded to each holder of an assumed Company Option pursuant to Section 1.7(e).
(e) All vested Company Options may be exercised on a cashless basis, at the option of the Warrants. In any such case, such payment, after reduction for applicable tax withholding, if any, shall be made in cash. Each holder of a Company Option. Any Company Options exercised on a cashless basis Stock Option or Warrants shall be exchanged given an opportunity to submit a Form W-9 and/or whatever other forms may be necessary to prevent any tax from being withheld from the amounts otherwise payable to such holder hereunder. The Company shall take all actions necessary and appropriate so that all stock option or other equity based plans maintained with respect to the Shares, including the Company Plans, shall terminate as of the Effective Time and the provisions in any other Benefit Plan providing for the number issuance, transfer or grant of shares any capital stock of Parent Common Stock determined by subtracting from the number of Option Conversion Shares the number of Exercise Shares. For the purposes of this Agreement, "Option Conversion Shares" Company shall be equal to the number of Company Options being exercised multiplied by the Applicable Fraction (deleted as defined in Section 1.5(b)(i)). "Exercise Shares" shall be equal to the fraction having a numerator equal to the aggregate of the Parent Exercise Price (as defined in Section 1.7(b)(iii)) due for the Company Options being exercised and a denominator equal to the Fair Market Value of the Parent Common Stock. The "Fair Market Value" of the Parent Common Stock for any Company Options exercised at Closing shall be the Designated Parent Stock Price. Thereafter, the Fair Market Value of the Parent Common Stock shall be, as of any date, the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on the Nasdaq National Market (or the exchangeEffective Time.
Appears in 1 contract
Employee Stock Options. (a) At the Effective Time, each stock option all rights with respect to Seller Common Stock pursuant to Seller Stock Options that is then are outstanding under at the Company's 2000 Equity Incentive PlanEffective Time, whether vested or unvested (a "Company Option")not then exercisable, shall be assumed by Parent converted into and become rights with respect to Mercantile Common Stock, and Mercantile shall assume all Seller Stock Options in accordance with the terms (as in effect as of the date of this Agreement) of the Company's 2000 Equity Incentive Seller Stock Plan under which it was issued and the stock option agreement Seller Stock Option Agreement by which such Company Option it is evidenced. All rights with respect to Company Common Stock underlying outstanding Company Options shall thereupon be converted into rights with respect to Parent Common Stock.
(b) From and after the Effective Time:
, (i) each Company Seller Stock Option assumed by Parent may Mercantile shall be exercised solely for shares of Parent Mercantile Common Stock;
, (ii) the number of shares of Parent Mercantile Common Stock subject to each such assumed Company Seller Stock Option shall be equal to the number of shares of Company Seller Common Stock that were subject to such Company Seller Stock Option immediately prior to the Effective Time multiplied by the Applicable Fraction, rounded down to the nearest whole number of shares of Parent Common Stock;
Exchange Ratio and (iii) the per share exercise price ("Parent Exercise Price") for the Parent Common under each Seller Stock issuable upon exercise of each such assumed Company Option shall be determined adjusted by dividing the per share exercise price per share of Company Common under such Seller Stock subject to such Company Option, as in effect immediately prior to the Effective Time, Option by the Applicable Fraction, Exchange Ratio and rounding the resulting exercise price up down to the nearest whole cent; and
(iv) all restrictions on the exercise of each such assumed Company Option shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that the terms of each such assumed Company Seller Stock Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected subsequent to the Effective Time. It is intended that the foregoing assumption shall be undertaken in a manner that will not constitute a "modification" as defined in the Code, as to any Seller Stock Option that is an "incentive stock option" as defined under the Code.
(b) The shares of Mercantile Common Stock covered by Parent the Seller Stock Options shall be covered by an effective registration statement filed on Form S-8 with the SEC and shall be duly authorized, validly issued and in compliance with all applicable federal and state securities laws, fully paid and nonassessable and not subject to or in - 45 - 52 violation of any preemptive rights. Mercantile shall maintain the effectiveness of such registration statement (and maintain current status of the prospectus contained therein) for as long as such options remain outstanding. Mercantile shall at and after the Effective Time.
(c) The Company and Parent shall take all action that may be necessary (under the Company's 2000 Equity Incentive Plan and otherwise) to effectuate the provisions of this Section 1.7.
(d) Within two business days of the Closing, Parent will send to each holder of an assumed Company Option a written notice setting forth (i) the number of Time have reserved sufficient shares of Parent Common Stock subject to such assumed Company Option and (ii) the exercise price per share of Parent Common Stock issuable upon exercise of such assumed Company Option. The notice will also reflect the number of shares awarded to each holder of an assumed Company Option pursuant to Section 1.7(e).
(e) All vested Company Options may be exercised on a cashless basis, at the option of the holder of a Company Option. Any Company Options exercised on a cashless basis shall be exchanged for the number of shares of Parent Common Stock determined by subtracting from the number of Option Conversion Shares the number of Exercise Shares. For the purposes of this Agreement, "Option Conversion Shares" shall be equal to the number of Company Options being exercised multiplied by the Applicable Fraction (as defined in Section 1.5(b)(i)). "Exercise Shares" shall be equal to the fraction having a numerator equal to the aggregate of the Parent Exercise Price (as defined in Section 1.7(b)(iii)) due for the Company Options being exercised and a denominator equal to the Fair Market Value of the Parent Common Stock. The "Fair Market Value" of the Parent Mercantile Common Stock for issuance with respect to such options. Mercantile shall also take any Company Options exercised at Closing shall action required to be taken under any applicable state blue sky or securities laws in connection with the Designated Parent Stock Price. Thereafter, the Fair Market Value issuance of the Parent Common Stock shall be, as of any date, the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on the Nasdaq National Market (or the exchangeshares.
Appears in 1 contract
Employee Stock Options. (a) At the Effective Time, each stock option that is then outstanding under the Company's 2000 Equity Incentive 1996 Nonqualified Stock Option Plan, whether vested or unvested (a "Company Option"), shall be assumed by Parent in accordance with the terms (as in effect as of the date of this Agreement) of the Company's 2000 Equity Incentive 1996 Nonqualified Stock Option Plan and the stock option agreement by which such Company Option is evidenced. The term "Company Option" shall not include any options described on Part 1.6 of the Disclosure Schedule. All rights with respect to Company Common Stock underlying under outstanding Company Options shall thereupon be converted into rights with respect to Parent Common Stock.
Stock (subject to applicable withholding) in accordance with subsections (a), (b), (c), (d) and (e) of this Section 1.6. From and after the Effective Time:
, (ia) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock;
; (iib) the number of shares of Parent Common Stock subject to each such assumed Company Option shall be equal to the number of shares of Company Common Stock that were subject to such Company Option immediately prior to the Effective Time multiplied by the Applicable FractionNumber, rounded down to the nearest whole number of shares of Parent Common Stock;
; (iiic) the per share exercise price ("Parent Exercise Price") for the Parent Common Stock issuable upon exercise of each such assumed Company Option shall be determined by dividing the exercise price per share of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by the Applicable FractionNumber, and rounding the resulting exercise price up to the nearest whole cent; and
(ivd) except as set forth in subsection (e) below or as may result from the consummation of the transactions contemplated by this Agreement, all restrictions on the exercise of each such assumed Company Option shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; and (e) the Company's 1996 Nonqualified Stock Option Plan shall be amended, the applicable provisions waived or such other necessary action of the Company taken, to (i) clarify the rights of Parent, including under Section 5.3 of such Plan, to assume the Company's Options in accordance with this Agreement and upon the occurrence of certain corporate transactions; (ii) eliminate the Company's repurchase rights with respect to the Company's Options set forth in Section 6.9 of such Plan and the Company Common Stock issuable upon exercise of such Company Options under Article VII of such Plan; (iii) provide for a 90-day period after termination of employment, engagement and directorship, as the case may be, to exercise the Company Options; (iv) eliminate the provisions of Section 9.2 of such Plan (to the extent the ongoing effect of such provision would have an adverse effect on the holders of Company Options); and (v) make other conforming amendments as agreed upon by the Parent and the Company; provided, however, that, except for the Company Options listed on Part 1.6 of the Disclosure Schedule, all such Company Options shall immediately vest and become exercisable at the Effective Time; and provided, further, however, that each such assumed Company Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective Time.
. In addition, as of the Effective Time, each holder of an assumed Company Option shall be entitled to receive a cash payment equal to the product of the Applicable Cash Payment and the number of shares of Company Common Stock that were subject to such assumed Company Option immediately prior to the Effective Time (c) the "Company Option Cash Payment"), subject to applicable withholding. The Company and Parent shall take all action that may be necessary (under the Company's 2000 Equity Incentive 1996 Nonqualified Stock Option Plan and otherwise) to effectuate the provisions of this Section 1.7.
(d) Within two business days of 1.6. Following the Closing, Parent will send or deliver to each holder of an assumed Company Option (A) a written notice setting forth (i) the number of shares of Parent Common Stock subject to such assumed Company Option Option, and (ii) the exercise price per share of Parent Common Stock issuable upon exercise of such assumed Company Option. The notice will also reflect , and (B) the number of shares awarded to each holder of an assumed applicable Company Option pursuant Cash Payment. Parent shall file with the SEC, not later than the earlier of (y) forty-five (45) days following the Closing Date, or (z) five (5) days following the filing of any current report on Form 8-K required to Section 1.7(e).
(e) All vested Company Options may be exercised on a cashless basis, at filed by Parent after the option of the holder of a Company Option. Any Company Options exercised on a cashless basis shall be exchanged for the number of shares of Parent Common Stock determined by subtracting from the number of Option Conversion Shares the number of Exercise Shares. For the purposes of this Agreement, "Option Conversion Shares" shall be equal Closing with respect to the number transactions contemplated herein (which report shall include all financial statements required to be included in such report), a registration statement on Form S-8 (or any successor or appropriate form) registering the exercise of Company Options being exercised multiplied by the Applicable Fraction (as defined in Section 1.5(b)(i)). "Exercise Shares" shall be equal to the fraction having a numerator equal to the aggregate of the Parent Exercise Price (as defined in Section 1.7(b)(iii)) due for the Company Options being exercised assumed by Parent pursuant to this Section 1.6 and a denominator equal shall use its reasonable best efforts to maintain the Fair Market Value effectiveness of such registration statement, including the Parent Common Stock. The "Fair Market Value" of the Parent Common Stock prospectus or prospectuses contained therein, for any so long as such Company Options exercised at Closing shall be the Designated Parent Stock Price. Thereafter, the Fair Market Value of the Parent Common Stock shall be, as of any date, the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on the Nasdaq National Market (or the exchangeremain outstanding.
Appears in 1 contract
Employee Stock Options. (a) At the Effective Time, each stock option that is then outstanding under Company Option (as defined in Section 2.3(b)) and each other outstanding option to purchase Common Stock of the Company's 2000 Equity Incentive PlanCompany issued in accordance with the terms of this Agreement, whether vested or unvested (a "Company Option")unvested, shall be assumed by Parent in accordance with the terms (as in effect as of the date of this Agreement) of the Company's 2000 Equity Incentive such Company Stock Option Plan under which such Company Option was issued and the stock option agreement by which such Company Option is evidenced. All rights with respect to Company Common Stock underlying under outstanding Company Options shall thereupon be converted into rights with respect to Parent Common Stock.
(b) From . Accordingly, from and after the Effective Time:
, (ia) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock;
, (iib) the number of shares of Parent Common Stock subject to each such assumed Company Option shall be equal to the number of shares of Company Common Stock that were subject to such Company Option immediately prior to the Effective Time multiplied by the Applicable Fraction, rounded down to the nearest whole number of shares of Parent Common Stock;
, (iiic) the per share exercise price ("Parent Exercise Price") for the Parent Common Stock issuable upon exercise of each such assumed Company Option shall be determined by dividing the exercise price per share of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by the Applicable Fraction, and rounding the resulting exercise price up to the nearest whole cent; and
, and (ivd) all restrictions on the exercise of each such assumed Company Option shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, provided however, that each such assumed Company Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective Time.
(c) . The Company and Parent shall take all action that may be necessary (under the Company's 2000 Equity Incentive Plan all Company Stock Option Plans and otherwise) to effectuate the provisions of this Section 1.7.
(d) Within two business days 1.6. It is the intention of the Closing, Parent will send to each holder of an assumed Company Option a written notice setting forth (i) parties that the number of shares of Parent Common Stock subject to such assumed Company Option and (ii) the exercise price per share of Parent Common Stock issuable upon exercise of such assumed Company Option. The notice will also reflect the number of shares awarded to each holder of an assumed Company Option pursuant to Section 1.7(e).
(e) All vested Company Options may be exercised on a cashless basis, at assumed by Parent qualify following the option of the holder of a Company Option. Any Company Options exercised on a cashless basis shall be exchanged for the number of shares of Parent Common Stock determined by subtracting from the number of Option Conversion Shares the number of Exercise Shares. For the purposes of this Agreement, "Option Conversion Shares" shall be equal to the number of Company Options being exercised multiplied by the Applicable Fraction (Effective Time as incentive stock options as defined in Section 1.5(b)(i)). "Exercise Shares" shall be equal 422 of the Code to the fraction having a numerator equal to the aggregate of the Parent Exercise Price (as defined in Section 1.7(b)(iii)) due for extent the Company Options being exercised and a denominator equal qualified as incentive stock options immediately prior to the Fair Market Value of the Parent Common Stock. The "Fair Market Value" of the Parent Common Stock for any Company Options exercised at Closing shall be the Designated Parent Stock Price. Thereafter, the Fair Market Value of the Parent Common Stock shall be, as of any date, the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on the Nasdaq National Market (or the exchangeEffective Time.
Appears in 1 contract
Employee Stock Options. (a) At the Effective Time, each stock option that is then outstanding under Company Option and Company Warrant and each other outstanding option to purchase Company Common Stock issued in accordance with the Company's 2000 Equity Incentive Planterms of this Agreement, whether vested or unvested (a "Company Option")unvested, shall be assumed by Parent in accordance with the terms (as in effect as of the date of this Agreement) of the Company's 2000 Equity Incentive such Company Stock Option Plan under which such Company Option was issued and the stock option agreement by which such Company Option is evidenced. All rights with respect to Company Common Stock underlying under outstanding Company Options and with respect to any Company capital stock under outstanding Company Warrants shall thereupon be converted into rights with respect to Parent Common Stock.
(b) From . Accordingly, from and after the Effective Time:
, (i) each Company Option and Company Warrant assumed by Parent may be exercised solely for shares of Parent Common Stock;
, (ii) the number of shares of Parent Common Stock subject to each such assumed Company Option and Company Warrant shall be equal to the number of shares of Company Common Stock that were subject to such Company Option and the number of shares of Company capital stock that were subject to such Company Warrant immediately prior to the Effective Time multiplied by the Applicable Fraction, Company Option Exchange Ratio (as defined below) rounded down to the nearest whole number of shares of Parent Common Stock;
, and (iii) the per share exercise price ("Parent Exercise Price") for the Parent Common Stock issuable upon exercise of each such assumed Company Option or Company Warrant shall be determined by dividing the exercise price per share of Company Common Stock or Company capital stock, as applicable, subject to such Company OptionOption or Company Warrant, as in effect immediately prior to the Effective Time, by the Applicable Fractionsuch Company Option Exchange Ratio, and rounding the resulting exercise price up to the nearest whole cent; and
(iv) , and all restrictions on the exercise of each such assumed Company Option or Company Warrant shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Company Option or Company Warrant shall otherwise remain unchanged; provided, however, that each such assumed Company Option or Company Warrant shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective Time.
(c) The Company and Parent shall take all action that may be necessary (under . It is the Company's 2000 Equity Incentive Plan and otherwise) to effectuate the provisions of this Section 1.7.
(d) Within two business days intention of the Closing, Parent will send to each holder of an assumed Company Option a written notice setting forth (i) the number of shares of Parent Common Stock subject to such assumed Company Option and (ii) the exercise price per share of Parent Common Stock issuable upon exercise of such assumed Company Option. The notice will also reflect the number of shares awarded to each holder of an assumed Company Option pursuant to Section 1.7(e).
(e) All vested Company Options may be exercised on a cashless basis, at the option of the holder of a Company Option. Any Company Options exercised on a cashless basis shall be exchanged for the number of shares of Parent Common Stock determined by subtracting from the number of Option Conversion Shares the number of Exercise Shares. For the purposes of this Agreement, "Option Conversion Shares" shall be equal to the number of Company Options being exercised multiplied by the Applicable Fraction (as defined in Section 1.5(b)(i)). "Exercise Shares" shall be equal to the fraction having a numerator equal to the aggregate of the Parent Exercise Price (as defined in Section 1.7(b)(iii)) due for the Company Options being exercised and a denominator equal to the Fair Market Value of the Parent Common Stock. The "Fair Market Value" of the Parent Common Stock for any Company Options exercised at Closing shall be the Designated Parent Stock Price. Thereafter, the Fair Market Value of the Parent Common Stock shall be, as of any date, the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on the Nasdaq National Market (or the exchangeparties
Appears in 1 contract
Samples: Merger Agreement (Microtune Inc)
Employee Stock Options. (a) At the Effective Time, each stock option that is then outstanding under the Company's 2000 Equity Incentive 1985 Nonqualified Stock Option Plan for Key Employees (the "1985 Stock Plan"), whether vested or unvested (a "Company Option"), shall be assumed by Parent in accordance with the terms (as in effect as of the date of this Agreement) of the Company's 2000 Equity Incentive 1985 Stock Plan and the stock option agreement by which such Company Option is evidenced. All rights with respect to Company Class A Common Stock underlying under outstanding Company Options shall thereupon be converted into rights with respect to Parent Common Stock.
(b) From . Accordingly, from and after the Effective Time:
, (ia) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock;
Stock as set forth in the following clause "(iib)" , (b) the number of shares of Parent Common Stock subject to each such assumed Company Option shall be equal to the number of shares of Company Class A Common Stock that were subject to such Company Option immediately prior to the Effective Time multiplied by the Applicable Class A Fraction, rounded down up to the nearest whole number of shares of Parent Common Stock;
, (iiic) the per share exercise price ("Parent Exercise Price") for the Parent Common Stock issuable upon exercise of each such assumed Company Option shall be determined by dividing the exercise price per share of Company Class A Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by the Applicable Class A Fraction, and rounding the resulting exercise price up down to the nearest whole cent; and
, and (ivd) all restrictions on the exercise of each such assumed Company Option shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that each such assumed Company Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective Time.
(c) . The Company and Parent shall take all action that may be necessary (under the Company's 2000 Equity Incentive 1985 Stock Plan and otherwise) to effectuate the provisions of this Section 1.7.
(d) Within two business days of 1.6. Following the Closing, Parent will send to each holder of an assumed Company Option a written notice setting forth (i) the number of shares of Parent Common Stock subject to such assumed Company Option Option, and (ii) the exercise price per share of Parent Common Stock issuable upon exercise of such assumed Company Option. The notice will also reflect Parent shall file with the number SEC, within 30 days after the Closing Date, a registration statement on Form S-8 registering shares to be received upon the exercise of shares awarded to each holder of an assumed Company Option pursuant to Section 1.7(e).
(e) All vested Company Options may be exercised on a cashless basis, at the option of the holder of a Company Option. Any Company Options exercised on a cashless basis shall be exchanged for the number of shares of Parent Common Stock determined by subtracting from the number of Option Conversion Shares the number of Exercise Shares. For the purposes of this Agreement, "Option Conversion Shares" shall be equal to the number of Company Options being exercised multiplied by the Applicable Fraction (as defined in Section 1.5(b)(i)). "Exercise Shares" shall be equal to the fraction having a numerator equal to the aggregate of the Parent Exercise Price (as defined in Section 1.7(b)(iii)) due for the Company Options being exercised and a denominator equal assumed by Parent pursuant to the Fair Market Value of the Parent Common Stock. The "Fair Market Value" of the Parent Common Stock for any Company Options exercised at Closing shall be the Designated Parent Stock Price. Thereafter, the Fair Market Value of the Parent Common Stock shall be, as of any date, the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on the Nasdaq National Market (or the exchangethis Section 1.6.
Appears in 1 contract
Employee Stock Options. (a) At the Effective Time, each stock option all rights with respect to Target Common Stock pursuant to Target Stock Options that is then are outstanding under at the Company's 2000 Equity Incentive PlanEffective Time, whether vested or unvested (a "Company Option")not then exercisable, shall be assumed by Parent converted into and become rights with respect to Buyer Common Stock, and Buyer shall assume all Target Stock Options in accordance with the terms (as in effect as of the date of this Agreement) of the Company's 2000 Equity Incentive Target Stock Plan under which it was issued and the stock option agreement Target Stock Option Agreement by which such Company Option it is evidenced. All rights with respect to Company Common Stock underlying outstanding Company Options shall thereupon be converted into rights with respect to Parent Common Stock.
(b) From and after the Effective Time:
, (i) each Company Target Stock Option assumed by Parent may Buyer shall be exercised solely for shares of Parent Buyer Common Stock;
, (ii) the number of shares of Parent Buyer Common Stock subject to each such assumed Company Target Stock Option shall be equal to the number of shares of Company Target Common Stock that were subject to such Company Target Stock Option immediately prior to the Effective Time multiplied by the Applicable Fraction, rounded down to the nearest whole number of shares of Parent Common Stock;
Exchange Ratio and (iii) the per share exercise price ("Parent Exercise Price") for the Parent Common under each Target Stock issuable upon exercise of each such assumed Company Option shall be determined adjusted by dividing the per share exercise price per share of Company Common under such Target Stock subject to such Company Option, as in effect immediately prior to the Effective Time, Option by the Applicable Fraction, Exchange Ratio and rounding the resulting exercise price up down to the nearest whole cent; and
(iv) all restrictions on the exercise of each such assumed Company Option shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that the terms of each such assumed Company Target Stock Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected subsequent to the Effective Time. It is intended that the foregoing assumption shall be undertaken in a manner that will not constitute a "modification" as defined in the Code, as to any Target Stock Option that is an "incentive stock option" as defined under the Code.
(b) The shares of Buyer Common Stock covered by Parent the Target Stock Options shall be covered by an effective registration statement filed on Form S-8 with the SEC and shall be duly authorized, validly issued and in compliance with all applicable federal and state securities laws, fully paid and nonassessable and not subject to or in violation of any preemptive rights. Buyer shall maintain the effectiveness of such registration statement (and maintain current status of the prospectus contained therein) for as long as such options remain outstanding. Buyer shall at and after the Effective Time.
(c) The Company and Parent shall take all action that may be necessary (under the Company's 2000 Equity Incentive Plan and otherwise) to effectuate the provisions of this Section 1.7.
(d) Within two business days of the Closing, Parent will send to each holder of an assumed Company Option a written notice setting forth (i) the number of Time have reserved sufficient shares of Parent Common Stock subject to such assumed Company Option and (ii) the exercise price per share of Parent Common Stock issuable upon exercise of such assumed Company Option. The notice will also reflect the number of shares awarded to each holder of an assumed Company Option pursuant to Section 1.7(e).
(e) All vested Company Options may be exercised on a cashless basis, at the option of the holder of a Company Option. Any Company Options exercised on a cashless basis shall be exchanged for the number of shares of Parent Common Stock determined by subtracting from the number of Option Conversion Shares the number of Exercise Shares. For the purposes of this Agreement, "Option Conversion Shares" shall be equal to the number of Company Options being exercised multiplied by the Applicable Fraction (as defined in Section 1.5(b)(i)). "Exercise Shares" shall be equal to the fraction having a numerator equal to the aggregate of the Parent Exercise Price (as defined in Section 1.7(b)(iii)) due for the Company Options being exercised and a denominator equal to the Fair Market Value of the Parent Common Stock. The "Fair Market Value" of the Parent Buyer Common Stock for issuance with respect to such options. Buyer shall also take any Company Options exercised at Closing shall action required to be taken under any applicable state blue sky or securities laws in connection with the Designated Parent Stock Price. Thereafter, the Fair Market Value issuance of the Parent Common Stock shall be, as of any date, the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on the Nasdaq National Market (or the exchangeshares.
Appears in 1 contract
Employee Stock Options. (a) At the Effective Time, each stock option that is then outstanding under the Company's 2000 Equity Amended 1986 Incentive PlanStock Plan and 1994 Senior Executive Stock Plan (collectively, the "Stock Plans"), whether vested or unvested (a "Company Option"), shall be assumed by Parent in accordance with the terms (as in effect as of the date of this Agreementthe Company Option) of the Company's 2000 Equity Incentive Plan Stock Plans and the stock option agreement by which such Company Option is evidenced. All rights with respect to Company Common Stock underlying under outstanding Company Options shall thereupon be converted into rights with respect to Parent Common Stock.
(b) From . Accordingly, from and after the Effective Time:
, (ia) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock;
, (iib) the number of shares of Parent Common Stock subject to each such assumed Company Option shall be equal to the number of shares of Company Common Stock that were subject to such Company Option immediately prior to the Effective Time multiplied by the 4 11 Applicable Fraction, rounded down to the nearest whole number of shares of Parent Common Stock;
, (iiic) the per share exercise price ("Parent Exercise Price") for the Parent Common Stock issuable upon exercise of each such assumed Company Option shall be determined by dividing the exercise price per share of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by the Applicable Fraction, and rounding the resulting exercise price up to the nearest whole cent; and
, and (ivd) all restrictions on the exercise of each such assumed Company Option shall continue in full force and effect, and the term, exercisability, vesting schedule schedule, status as an incentive or nonqualified option, and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that each such assumed Company Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective Time.
(c) . The Company and Parent shall take all action that may be necessary (under the Company's 2000 Equity Incentive Plan Stock Plans and otherwise) to effectuate the provisions of this Section 1.7.
(d) Within two business days of 1.6. Following the Closing, Parent will send to each holder of an assumed Company Option a written notice setting forth (i) the number of shares of Parent Common Stock subject to such assumed Company Option Option, and (ii) the exercise price per share of Parent Common Stock issuable upon exercise of such assumed Company Option. The notice (b) Parent will also reflect cause the number Parent Common Stock issuable upon exercise of shares awarded to each holder of an the assumed Company Option pursuant Options (the "Assumed Options") to Section 1.7(ebe registered under the Securities Act of 1933, as amended (the "Securities Act").
, on Form S-8 promulgated by the Securities and Exchange Commission (e"SEC") All vested and to be registered or qualified (or to have established that an exemption from such registration or qualification is available) under the "blue sky" laws of all states in which holders of Company Options may reside, within seven (7) business days after the Effective Time, and Parent will use its best efforts to maintain the effectiveness of such registration statement or registration statements for so long as any such Assumed Options shall remain outstanding. With respect to any Company employee or director who subsequent to the Merger will be exercised on a cashless basis, at subject to the option reporting requirements under Section 16(a) of the holder Exchange Act with respect to the securities of Parent beneficially owned by such person, Parent shall administer the Assumed Options (including the provisions of the Stock Plans incorporated in the Assumed Options) in a Company Optionmanner that complies with the disinterested administration requirements of Rule 16b-3 promulgated by the SEC under the Exchange Act. Any Company Options exercised on At or prior to the Effective Time, Parent will reserve a cashless basis shall be exchanged for the sufficient number of shares of Parent Common Stock determined by subtracting from the number of Option Conversion Shares the number of Exercise Shares. For the purposes of this Agreement, "Option Conversion Shares" shall be equal to the number of Company Options being exercised multiplied by the Applicable Fraction (as defined in Section 1.5(b)(i)). "Exercise Shares" shall be equal to the fraction having a numerator equal to the aggregate for issuance upon exercise of the Parent Exercise Price Assumed Options. (as defined in Section 1.7(b)(iii)c) due for the Company Options being exercised and a denominator equal to the Fair Market Value Ten percent (10%) of the Parent Common Stock. The "Fair Market Value" any amount of the Parent Common Stock for to be received by any Company Options exercised at Closing holder of Vested Option Shares under Section 1.6(b) above shall be the Designated Parent Stock Price. Thereafter, the Fair Market Value become part of the Parent Common Stock shall be, as of any date, General Escrow Amount pursuant to the closing sales price for General Escrow Agreement when such stock (or the closing bid, if no sales were reported) as quoted on the Nasdaq National Market (or the exchangeVested Option Shares are issued.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Caere Corp)
Employee Stock Options. (a) At the Effective Time, each stock option that is then all outstanding under the Company's 2000 Equity Incentive PlanCompany Options, whether vested or unvested (a "Company Option")unvested, shall be assumed by Parent in accordance with the terms of the Company Option Plans (as defined in effect as of the date of this AgreementSection 1.6(b)) of the Company's 2000 Equity Incentive Plan and the stock option agreement agreements by which such Company Option is Options are evidenced. All rights with respect to Company Common Stock underlying outstanding under Company Options assumed by Parent shall thereupon be converted into rights with respect to Parent Common Stock.
(b) From . Accordingly, from and after the Effective Time:
, (i) each assumed Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock;
, (ii) the number of shares of Parent Common Stock subject to each such assumed Company Option shall be equal to determined by multiplying the number of shares of Company Common Stock that were subject to such Company Option immediately prior to the Effective Time multiplied by the Applicable FractionOption Stock Fraction (as defined below), rounded and rounding down to the nearest whole number of shares of Parent Common Stock;
, (iii) the per share exercise price ("Parent Exercise Price") for the Parent Common Stock issuable upon exercise of each such assumed Company Option shall be determined by dividing the exercise price per share of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by the Applicable Option Stock Fraction, and rounding the resulting exercise price up to the nearest whole cent; and
, and (iv) all restrictions on the exercise of each such assumed Company Option shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that each such assumed Company Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction declared, made or effected by Parent after the Effective Time.
(c) The Company and Parent shall take all action that may be necessary (under the Company's 2000 Equity Incentive Plan and otherwise) to effectuate the provisions . For purposes of this Section 1.7.
1.6(a), the “Option Stock Fraction” shall be the fraction having a numerator equal to the Residual Per Share Amount and having a denominator equal to the average of the closing sale prices of a share of Parent Common Stock as reported on the Nasdaq National Market for each of the five consecutive trading days ending on the second trading day prior to the Closing Date (d) Within two business with such average to be adjusted as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction declared, made or effected by Parent during the period from the first of said five consecutive trading days of through the Effective Time). Following the Closing, Parent will send to each holder of an assumed Company Option a written notice setting forth (ix) the number of shares of Parent Common Stock subject to such assumed Company Option Option, and (iiy) the exercise price per share of Parent Common Stock issuable upon exercise of such assumed Company Option. Parent shall use commercially reasonable efforts to file with the SEC, within five business days after the Closing Date, a registration statement on Form S-8 registering the Parent Common Stock underlying the assumed Company Options.
(b) At the Effective Time, Parent shall assume the Company’s 1997 Stock Incentive Plan and 2000 Stock Option Plan (collectively, the “Company Option Plans”). Under the Company Option Plans, Parent shall be able to grant stock awards, to the extent permissible under applicable Legal Requirements, using the share reserves of the Company Option Plans as of the Effective Time (including any shares returned to such share reserves as a result of the termination of Company Options that are assumed by Parent pursuant to Section 1.6(a)), except that (i) stock covered by such awards shall be shares of Parent Common Stock, and (ii) all references in the Company Option Plans to a number of shares of Company Common Stock shall be deemed amended to refer instead to a number of shares of Parent Common Stock equal to the product of the number of referenced shares of Company Common Stock multiplied by the Option Stock Fraction, rounded down to the nearest whole number of shares of Parent Common Stock.
(c) Prior to the Effective Time, the Company shall take all action that may be necessary or that Parent considers appropriate (under the Company Option Plans or otherwise) to effectuate the provisions of this Section 1.6 and to ensure that, from and after the Effective Time, holders of Company Options have no rights with respect to such Company Options other than those specifically provided in this Section 1.6.
(d) The notice will also reflect Company has represented and warranted in Section 2.3(b) to Parent that Schedule 1.6(d) accurately sets forth the following information as of the date of this Agreement: (i) the name of the holder of each outstanding Company Option; (ii) the Company Option Plan pursuant to which such Company Option was granted; (iii) the number of shares awarded of Company Common Stock subject to each holder such Company Option, and the applicable exercise price per share of an assumed Company Option pursuant Common Stock; (iv) the vesting schedule applicable to Section 1.7(e).
such Company Option; (ev) All vested the expiration date of such Company Options may be exercised on a cashless basis, at Option; and (vi) the option tax status of the holder of a such Company Option. Any At the Closing, the Company Options exercised on shall deliver to Parent a cashless basis shall be exchanged for definitive closing option schedule (the “Closing Option Schedule”) accurately setting forth: (A) the information described in clauses “(i)” through “(vi)” of the preceding sentence immediately prior to the Effective Time, (B) the Option Stock Fraction and (C) the number of shares of Parent Common Stock determined that will be subject to each Company Option immediately after its assumption by subtracting from Parent at the number Effective Time, and the applicable exercise price per share of Option Conversion Shares the number of Exercise Shares. For the purposes of this Agreement, "Option Conversion Shares" shall be equal to the number of Company Options being exercised multiplied by the Applicable Fraction (as defined in Section 1.5(b)(i)). "Exercise Shares" shall be equal to the fraction having a numerator equal to the aggregate of the Parent Exercise Price (as defined in Section 1.7(b)(iii)) due for the Company Options being exercised and a denominator equal to the Fair Market Value of the Parent Common Stock. The "Fair Market Value" of the Parent Common Stock for any Company Options exercised at Closing shall be the Designated Parent Stock Price. Thereafter, the Fair Market Value of the Parent Common Stock shall be, as of any date, the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on the Nasdaq National Market (or the exchange.
Appears in 1 contract
Samples: Merger Agreement (Verity Inc \De\)
Employee Stock Options. Effective as of the Effective Time, the Company shall take all necessary action, including obtaining the consent of the individual option holders, if necessary, to (ai) At terminate the Company's 1995 Employee Stock Purchase Plan, 1994 Stock Option Plan and 1987 Stock Option Plan, each as amended through the date of this Agreement (collectively, the "Company Stock Plans"), and (ii) cancel, at the Effective Time, each stock outstanding option that is then outstanding to purchase shares of Company Common Stock, whether granted under the Company's 2000 Equity Incentive PlanCompany Stock Plans or otherwise (each, whether vested or unvested (a "Company Stock Option")) that is outstanding, vested and unexercised as of such date. Notwithstanding such termination and cancellation, each holder of a vested Company Stock Option that is outstanding and unexercised at the Effective Time shall be assumed by Parent in accordance with entitled to receive from the terms (as in effect as of the date of this Agreement) of the Company's 2000 Equity Incentive Plan and the stock option agreement by which such Company Option is evidenced. All rights with respect to Company Common Stock underlying outstanding Company Options shall thereupon be converted into rights with respect to Parent Common Stock.
(b) From and Surviving Corporation immediately after the Effective Time:
, in exchange for the cancellation of such Company Stock Option, an amount in cash equal to the excess, if any, of (i) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock;
(iix) the number Per Share Amount over (y) the per share exercise price of shares of Parent Common such vested Company Stock subject to each such assumed Company Option shall be equal to Option, multiplied by the number of shares of Company Common Stock that were subject to such vested Company Stock Option immediately prior as of the Effective Time. Any such payment shall be subject to all applicable federal, state and local tax withholding requirements or proof of eligibility or exemption therefrom. Company Stock Options that are not vested as of the Effective Time multiplied by the Applicable Fraction, rounded down to the nearest whole number of shares of Parent Common Stock;
(iii) the per share exercise price ("Parent Exercise Price") for the Parent Common Stock issuable upon exercise of each such assumed Company Option shall be determined by dividing cashed out at the exercise price per share of Company Common Stock subject to described in the preceding sentence, immediately after the date or dates on which such Company Option, as in effect immediately prior to options become vested after the Effective Time, by the Applicable Fraction, and rounding the resulting exercise price up pursuant to the nearest whole cent; and
vesting schedule of the otherwise applicable Company Stock Plan or option agreement (iv) all restrictions on or in the exercise case of each such assumed performance vesting, pursuant to separate agreements to be entered into between the Company Option shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchangedaffected optionee); provided, however, that each such assumed Company Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent if the employment of the former option holder is terminated after the Effective Time.
(c) Time and prior to such vesting date by the Company without Cause or by the individual for Good Reason, the cashout shall be made immediately after such termination date at the price described above as though the individual were 100% vested under the relevant plan's vesting schedule. The Company and Parent shall take all necessary action that may be necessary (under to approve the Company's 2000 Equity Incentive Plan and otherwise) to effectuate the provisions of this Section 1.7.
(d) Within two business days disposition of the Closing, Parent will send Company Stock Options in connection with the transactions contemplated by this Agreement to each holder of an assumed Company Option a written notice setting forth (i) the number of shares of Parent Common Stock subject extent necessary to exempt such assumed Company Option dispositions and (ii) the exercise price per share of Parent Common Stock issuable upon exercise of such assumed Company Option. The notice will also reflect the number of shares awarded to each holder of an assumed Company Option pursuant to Section 1.7(e).
(e) All vested Company Options may be exercised on a cashless basis, at the option acquisitions under Rule 16b-3 of the holder of a Company Option. Any Company Options exercised on a cashless basis shall be exchanged for the number of shares of Parent Common Stock determined by subtracting from the number of Option Conversion Shares the number of Exercise Shares. For the purposes of this Agreement, "Option Conversion Shares" shall be equal to the number of Company Options being exercised multiplied by the Applicable Fraction (as defined in Section 1.5(b)(i)). "Exercise Shares" shall be equal to the fraction having a numerator equal to the aggregate of the Parent Exercise Price (as defined in Section 1.7(b)(iii)) due for the Company Options being exercised and a denominator equal to the Fair Market Value of the Parent Common Stock. The "Fair Market Value" of the Parent Common Stock for any Company Options exercised at Closing shall be the Designated Parent Stock Price. Thereafter, the Fair Market Value of the Parent Common Stock shall be, as of any date, the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on the Nasdaq National Market (or the exchangeExchange Act.
Appears in 1 contract
Samples: Merger Agreement (Mohawk Corp)
Employee Stock Options. (a) At the Effective Time, each stock option that is then outstanding under the Company's 2000 Equity Incentive Plan, whether vested or unvested (a "Company Option"), shall be assumed by Parent in accordance with the terms (as in effect as of the date of this Agreement) of the Company's 2000 Equity Incentive Plan and the stock option agreement by which such Company Option is evidenced. All rights with respect to Company Common Stock underlying under outstanding Company Options shall thereupon be converted into rights with respect to Parent Common Stock.
(b) From . Accordingly, from and after the Effective Time:
(i) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock;
(ii) the number of shares of Parent Common Stock subject to each such assumed Company Option shall be equal to the number of shares of Company Common Stock that were subject to such Company Option immediately prior to the Effective Time multiplied by the Applicable FractionStock Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock;
(iii) the per share exercise price ("Parent Exercise Price") for the Parent Common Stock issuable upon exercise of each such assumed Company Option shall be determined by dividing the exercise price per share of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by the Applicable FractionStock Exchange Ratio, and rounding the resulting exercise price up to the nearest whole cent; and
(iv) all restrictions on the exercise of each such assumed Company Option shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that each such assumed Company Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective Time.
(cb) The Company and Parent shall take all action that may be necessary (under the Company's 2000 Equity Incentive Plan and otherwise) to effectuate the provisions of this Section 1.71.8.
(dc) Within two business days of Following the Closing, Parent will send to each holder of an assumed Company Option a written notice setting forth (i) the number of shares of Parent Common Stock subject to such assumed Company Option Option, and (ii) the exercise price per share of Parent Common Stock issuable upon exercise of such assumed Company Option. The notice will also reflect To the number of shares awarded to each holder of an assumed Company Option extent Parent files a Form S-3 pursuant to the requirements of Section 1.7(e).
(e) All vested Company Options may be exercised on a cashless basis5.3, at Parent shall also register the option exercise of the holder of a Company Option. Any Company Options exercised on a cashless basis shall be exchanged for the number of shares of Parent Common Stock determined by subtracting from the number of Option Conversion Shares the number of Exercise Shares. For the purposes of this Agreement, "Option Conversion Shares" shall be equal to the number of Company Options being exercised multiplied by the Applicable Fraction (as defined in Section 1.5(b)(i)). "Exercise Shares" shall be equal to the fraction having a numerator equal to the aggregate of the Parent Exercise Price (as defined in Section 1.7(b)(iii)) due for the Company Options being exercised and a denominator equal assumed by Parent pursuant to the Fair Market Value of the Parent Common Stock. The "Fair Market Value" of the Parent Common Stock for any Company Options exercised at Closing shall be the Designated Parent Stock Price. Thereafter, the Fair Market Value of the Parent Common Stock shall be, as of any date, the closing sales price for this Section 1.8 on such stock (or the closing bid, if no sales were reported) as quoted on the Nasdaq National Market (or the exchangeForm S-3.
Appears in 1 contract
Employee Stock Options. (a) At the Effective Time, each stock option that is then outstanding under the Company's 2000 Equity Incentive Planunexercised Company Option, whether vested or unvested (a "Company Option")unvested, shall be assumed by Parent in accordance with the terms (as in effect as of the date of this Agreement) of the Company's 2000 Equity Incentive Company Option Plan and in accordance with the terms of the stock option agreement by which such Company Option is evidenced. All rights with respect to Company Common Stock underlying outstanding under assumed Company Options shall thereupon be converted into rights with respect to Parent Common Stock.
(b) From . Accordingly, from and after the Effective Time:
(i) each assumed Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock;
(ii) the number of shares of Parent Common Stock subject to each such assumed Company Option shall be equal to determined by multiplying the number of shares of Company Common Stock that were subject to such Company Option immediately prior to the Effective Time multiplied by the Applicable FractionOption Stock Fraction (as defined below), rounded and rounding down to the nearest whole number of shares of Parent Common Stock;
(iii) the per share exercise price ("Parent Exercise Price") for the Parent Common Stock issuable upon exercise of each such assumed Company Option shall be the amount determined by dividing the exercise price per share of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by the Applicable Option Stock Fraction, and rounding the resulting exercise price up to the nearest whole cent; and
(iv) all restrictions on the exercise of each such assumed Company Option shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that each such assumed Company Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected or declared by Parent after the Effective Time. For purposes of this Agreement, (I) each Company Option that is assumed by Parent in accordance with this Section 1.6(a) shall be referred to as an “Assumed Option,” and (II) the “Option Stock Fraction” shall be the sum of (x) the fraction having a numerator equal to the amount determined by multiplying 80% by the Residual Per Share Amount, and having a denominator equal to the Average Parent Stock Price, and (y) the fraction having a numerator equal to the amount determined by multiplying 20% by the Residual Per Share Amount, and having a denominator equal to the Designated Parent Stock Price.
(cb) The Company and Parent shall take all action that may be necessary (under After the Company's 2000 Equity Incentive Plan and otherwise) to effectuate the provisions of this Section 1.7.
(d) Within two business days of the ClosingEffective Time, Parent will send to each holder of an assumed Company Assumed Option a written notice setting forth (i) the number of shares of Parent Common Stock subject to such assumed Company Option Assumed Option, and (ii) the exercise price per share of payable to Parent Common Stock issuable upon the exercise of such assumed Company Assumed Option. The notice will also reflect Parent shall file with the number of shares awarded to each holder of an assumed Company Option pursuant to Section 1.7(e).
(e) All vested Company Options may be exercised SEC, within 30 days after the Closing Date, a registration statement on a cashless basis, at the option of the holder of a Company Option. Any Company Options exercised on a cashless basis shall be exchanged for the number of shares of Parent Common Stock determined by subtracting from the number of Option Conversion Shares the number of Exercise Shares. For the purposes of this Agreement, "Option Conversion Shares" shall be equal to the number of Company Options being exercised multiplied by the Applicable Fraction (as defined in Section 1.5(b)(i)). "Exercise Shares" shall be equal to the fraction having a numerator equal to the aggregate of the Parent Exercise Price (as defined in Section 1.7(b)(iii)) due for the Company Options being exercised and a denominator equal to the Fair Market Value of the Parent Common Stock. The "Fair Market Value" Form S-8 registering all of the Parent Common Stock for any underlying the Assumed Options.
(c) The Company shall take all actions that may be necessary or that Parent considers appropriate (under the Company Option Plan and otherwise) to effectuate the provisions of this Section 1.6 and to ensure that, from and after the Effective Time, holders of Company Options exercised at Closing shall be the Designated Parent Stock Price. Thereafter, the Fair Market Value of the Parent Common Stock shall be, as of any date, the closing sales price for have no rights with respect to such stock (or the closing bid, if no sales were reported) as quoted on the Nasdaq National Market (or the exchangeCompany Options other than those specifically provided in this Section 1.6.
Appears in 1 contract
Employee Stock Options. (a) At Prior to the Effective Time, each stock option that the Seller shall take all such action as is then outstanding under the Company's 2000 necessary to terminate The UST Corp. Stock Compensation Plan, The 1993 Main Street Community Bancorp, Inc. Stock Option Plan, The 1995 Afxxxxxxxx Xxxxxxxty Bancorp. Inc. Stock Option Plan, The 1986 Lexington Savings Bank Stock Option and Stock Appreciation Rights Plan, The 1994 Lexington Savings Bank Stock Option Plan, The Somerset Savings Bank 1986 Incentive Stock Option Plan, The Somerset Savings Bank 1995 Equity Incentive Plan, whether vested or unvested The 1995 UST Director's Stock Option Plan and The 1996 UST Director's Stock Option Plan, each as amended to date (a collectively, the "Company OptionSeller Stock Option Plans"), and shall be assumed by Parent in accordance with provide written notice to each holder of a then outstanding stock option to purchase shares of Seller Common Stock pursuant to the terms Seller Stock Option Plans (whether or not such stock option is then vested or exercisable), that such stock option shall be, as in effect as of at the date of this Agreement) of the Company's 2000 Equity Incentive Plan such notice, exercisable in full and the that such stock option agreement by which shall terminate at the Effective Time and that, if such Company Option stock option is evidenced. All rights with respect to Company Common Stock underlying outstanding Company Options shall thereupon be converted into rights with respect to Parent Common Stock.
(b) From and after not exercised or otherwise terminated before the Effective Time:
(i) each Company Option assumed , such holder shall be entitled to receive in cancellation of such option a cash payment from the Seller at the Closing in an amount equal to the excess of the Merger Consideration over the per share exercise price of such stock option, multiplied by Parent may be exercised solely for shares of Parent Common Stock;
(ii) the number of shares of Parent Seller Common Stock covered by such stock option, subject to any required withholding of taxes. Subject to the foregoing, the Seller Stock Option Plans and all options issued thereunder shall terminate at the Effective Time. The Seller hereby represents and warrants to the Buyer that the maximum number of shares of Seller Common Stock subject to each such assumed Company Option shall be equal issuance pursuant to the number exercise of shares of Company Common stock options issued and outstanding under the Seller Stock that were subject to such Company Option immediately Plans is not and shall not be at or prior to the Effective Time multiplied by the Applicable Fraction, rounded down to the nearest whole number of shares of Parent Common Stock;
(iii) the per share exercise price ("Parent Exercise Price") for the Parent Common Stock issuable upon exercise of each such assumed Company Option shall be determined by dividing the exercise price per share of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by the Applicable Fraction, and rounding the resulting exercise price up to the nearest whole cent; and
(iv) all restrictions on the exercise of each such assumed Company Option shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that each such assumed Company Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective Timemore than 2,386,818.
(c) The Company and Parent shall take all action that may be necessary (under the Company's 2000 Equity Incentive Plan and otherwise) to effectuate the provisions of this Section 1.7.
(d) Within two business days of the Closing, Parent will send to each holder of an assumed Company Option a written notice setting forth (i) the number of shares of Parent Common Stock subject to such assumed Company Option and (ii) the exercise price per share of Parent Common Stock issuable upon exercise of such assumed Company Option. The notice will also reflect the number of shares awarded to each holder of an assumed Company Option pursuant to Section 1.7(e).
(e) All vested Company Options may be exercised on a cashless basis, at the option of the holder of a Company Option. Any Company Options exercised on a cashless basis shall be exchanged for the number of shares of Parent Common Stock determined by subtracting from the number of Option Conversion Shares the number of Exercise Shares. For the purposes of this Agreement, "Option Conversion Shares" shall be equal to the number of Company Options being exercised multiplied by the Applicable Fraction (as defined in Section 1.5(b)(i)). "Exercise Shares" shall be equal to the fraction having a numerator equal to the aggregate of the Parent Exercise Price (as defined in Section 1.7(b)(iii)) due for the Company Options being exercised and a denominator equal to the Fair Market Value of the Parent Common Stock. The "Fair Market Value" of the Parent Common Stock for any Company Options exercised at Closing shall be the Designated Parent Stock Price. Thereafter, the Fair Market Value of the Parent Common Stock shall be, as of any date, the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on the Nasdaq National Market (or the exchange
Appears in 1 contract
Employee Stock Options. (a) At the Effective Time, each stock option that is then outstanding under the Company's 2000 Equity Incentive Plan1997 Stock Option Plan (the "COMPANY OPTION PLAN"), whether vested or unvested (a "Company OptionCOMPANY OPTION"), shall be assumed by Parent in accordance with the terms (as in effect as of the date of this Agreement) of the Company's 2000 Equity Incentive Company Option Plan and the stock option agreement by which such Company Option is evidenced. All rights with respect to Company Common Stock underlying under outstanding Company Options shall thereupon be converted into rights with respect to Parent Common Stock.
(b) From . Accordingly, from and after the Effective Time:
, (ia) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock;
, (iib) the number of shares of Parent Common Stock subject to each such assumed Company Option shall be equal to the number of shares of Company Common Stock that were subject to such Company Option immediately prior to the Effective Time multiplied by the Applicable Fraction, rounded down to the nearest whole number of shares of Parent Common Stock;
Stock (iiicollectively, the "OPTION SHARES"), (c) the per share exercise price ("Parent Exercise Price") for the Parent Common Stock issuable upon exercise of each such assumed Company Option shall be determined by dividing the exercise price per share of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by the Applicable Fraction, and rounding the resulting exercise price up to the nearest whole cent; and
, and (ivd) all restrictions on the exercise of each such assumed Company Option shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that each such assumed Company Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective Time.
(c) . The Company and Parent shall take all action that may be necessary (under the Company's 2000 Equity Incentive Company Option Plan and otherwise) to effectuate the provisions of this Section 1.7.
(d) Within two business days 1.6. 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 such Company Options qualified as incentive stock options prior to the Effective Time, and this Section 1.6 shall be interpreted consistent with such intent. Following the Closing, Parent will send to each holder of an assumed Company Option a written notice setting forth (i) the number of shares of Parent Common Stock subject to such assumed Company Option Option, and (ii) the exercise price per share of Parent Common Stock issuable upon exercise of such assumed Company Option. The notice will also reflect the number of shares awarded to each holder of an assumed Company Option pursuant to Section 1.7(e).
(e) All vested Company Options may be exercised No later than February 1, 2000, Parent shall file a registration statement on a cashless basis, at the option of the holder of a Company Option. Any Company Options exercised on a cashless basis shall be exchanged Form S-8 for the number of shares of Parent Common Stock determined by subtracting from the number of Option Conversion Shares the number of Exercise Shares. For the purposes of this Agreement, "Option Conversion Shares" shall be equal issuable with respect to the number of assumed Company Options being exercised multiplied by that are eligible for inclusion on Form S-8 and shall maintain the Applicable Fraction (effectiveness of such registration statement thereafter for so long as defined in Section 1.5(b)(i)). "Exercise Shares" shall be equal to the fraction having a numerator equal to the aggregate of the Parent Exercise Price (as defined in Section 1.7(b)(iii)) due for the Company Options being exercised and a denominator equal to the Fair Market Value of the Parent Common Stock. The "Fair Market Value" of the Parent Common Stock for any Company Options exercised at Closing shall be the Designated Parent Stock Price. Thereafter, the Fair Market Value of the Parent Common Stock shall be, as of any date, the closing sales price for such stock (options or the closing bid, if no sales were reported) as quoted on the Nasdaq National Market (or the exchangeother rights remain outstanding.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Accrue Software Inc)
Employee Stock Options. (a) At the Effective TimeClosing Date, each stock option that is then outstanding under the Company's 2000 Equity Incentive Plan1995 Stock Option/Issuance Plan or any other plan, whether vested or unvested (a "Company Option"), shall be assumed by Parent in accordance with the terms (as in effect as of the date of this Agreement) of the Company's 2000 Equity Incentive 1995 Stock Option/Issuance Plan or any other plan, whether vested or unvested (a "Company Option"), shall be assumed by Parent in accordance with the terms (as in effect as of the date of this Agreement) of the Company's 1995 Stock Option/Issuance Plan or any other plan and the stock option agreement by which such Company Option is evidenced. All rights with respect to Company Common Stock underlying under outstanding Company Options shall thereupon be converted into rights with respect to Parent Common Stock.
(b) From . Accordingly, from and after the Effective Time:
Closing Date, (ia) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock;
, (iib) the number of shares of Parent Common Stock subject to each such assumed Company Option shall be equal to as set forth on the number of shares of Company Common Stock that were subject to such Company Option immediately prior to the Effective Time multiplied by the Applicable Fractionattached Schedule 1.6, rounded down to the nearest whole number of shares of Parent Common Stock;
(iiic) the per share exercise price ("Parent Exercise Price") for the Parent Common Stock issuable upon exercise of each such assumed Company Option shall be determined by dividing as set forth on the exercise price per share of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by the Applicable Fractionattached Schedule 1.6, and rounding the resulting exercise price up to the nearest whole cent; and
(ivd) all restrictions on the exercise of each such assumed Company Option shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that each such assumed Company Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective TimeClosing Date.
(c) The Company and Parent shall take all action that may be necessary (under the Company's 2000 Equity Incentive Plan and otherwise) to effectuate the provisions of this Section 1.7.
(d) Within two business days of the Closing, Parent will send to each holder of an assumed Company Option a written notice setting forth (i) the number of shares of Parent Common Stock subject to such assumed Company Option and (ii) the exercise price per share of Parent Common Stock issuable upon exercise of such assumed Company Option. The notice will also reflect the number of shares awarded to each holder of an assumed Company Option pursuant to Section 1.7(e).
(e) All vested Company Options may be exercised on a cashless basis, at the option of the holder of a Company Option. Any Company Options exercised on a cashless basis shall be exchanged for the number of shares of Parent Common Stock determined by subtracting from the number of Option Conversion Shares the number of Exercise Shares. For the purposes of this Agreement, "Option Conversion Shares" shall be equal to the number of Company Options being exercised multiplied by the Applicable Fraction (as defined in Section 1.5(b)(i)). "Exercise Shares" shall be equal to the fraction having a numerator equal to the aggregate of the Parent Exercise Price (as defined in Section 1.7(b)(iii)) due for the Company Options being exercised and a denominator equal to the Fair Market Value of the Parent Common Stock. The "Fair Market Value" of the Parent Common Stock for any Company Options exercised at Closing shall be the Designated Parent Stock Price. Thereafter, the Fair Market Value of the Parent Common Stock shall be, as of any date, the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on the Nasdaq National Market (or the exchange
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Asyst Technologies Inc /Ca/)
Employee Stock Options. (a) At the Effective Time, each stock option that is then outstanding under Company Option and each other outstanding option to purchase Common Stock of the Company's 2000 Equity Incentive PlanCompany issued in accordance with the terms of this Agreement, whether vested or unvested (a "Company Option")unvested, shall shall, as part of the Merger, be assumed by Parent in accordance with the terms (as in effect as of the date of this AgreementClosing Date) of the Company's 2000 Equity Incentive such Company Stock Option Plan under which such Company Option was issued and the stock option agreement by which such Company Option is evidenced. All rights with respect to Company Common Stock underlying under outstanding Company Options shall thereupon be converted into rights with respect to Parent Common Stock.
(b) From . Accordingly, from and after the Effective Time:
, (i) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock;
, (ii) the number of shares of Parent Common Stock subject to each such assumed Company Option shall be equal to the sum of (A) the number of shares of Company Common Stock that were subject to such Company Option immediately prior to the Effective Time multiplied by the Applicable Closing Fraction, rounded down to the nearest whole number of shares of Parent Common Stock;
, and (B) in the event any Contingent Payments are made, the number of shares of Company Common Stock that were subject to such Company Option immediately prior to the Effective Time multiplied by the Applicable Contingent Fraction, rounded down to the nearest whole number of shares of Parent Common Stock, (iii) the per share exercise price ("Parent Exercise Price") for the Parent Common Stock issuable upon exercise of each such assumed Company Option shall be determined by dividing the exercise price per share of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by the Applicable Fraction, and rounding the resulting exercise price up to the nearest whole cent; and
(iv) , and all restrictions on the exercise of each such assumed Company Option shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, provided however, that (x) each such assumed Company Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective Time.
(c) . The Company and Parent shall take all action that may be necessary (under the Company's 2000 Equity Incentive Company Stock Option Plan and otherwise) to effectuate the provisions of this Section 1.7.
, and (dy) Within two business days the conversion of the Closing, Parent will send to each holder of an assumed Company Option a written notice setting forth (i) the number of shares of into an option to purchase Parent Common Stock subject pursuant to such assumed this Section 1.7 shall comply with the requirements of Treasury Regulation Section 1.409A-1(b)(5)(v)(D); provided that the conversion of each Company Option and (ii) the exercise price per share of Parent Common Stock issuable upon exercise of such assumed Company Option. The notice will also reflect the number of shares awarded that is intended to each holder of be an assumed Company Option pursuant to incentive stock option under Section 1.7(e).
(e) All vested Company Options may be exercised on a cashless basis, at the option 422 of the holder of a Company Option. Any Company Options exercised on a cashless basis shall be exchanged for the number of shares of Parent Common Stock determined by subtracting from the number of Option Conversion Shares the number of Exercise Shares. For the purposes of this Agreement, "Option Conversion Shares" shall be equal Code into an option to the number of Company Options being exercised multiplied by the Applicable Fraction (as defined in Section 1.5(b)(i)). "Exercise Shares" shall be equal to the fraction having a numerator equal to the aggregate of the Parent Exercise Price (as defined in Section 1.7(b)(iii)) due for the Company Options being exercised and a denominator equal to the Fair Market Value of the Parent Common Stock. The "Fair Market Value" of the Parent Common Stock for any Company Options exercised at Closing shall be the Designated Parent Stock Price. Thereafter, the Fair Market Value of the purchase Parent Common Stock shall be, as comply with the requirements of any date, the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on the Nasdaq National Market (or the exchangeTreasury Regulation Section 1.424-1(a).
Appears in 1 contract
Samples: Merger Agreement (Clarient, Inc)
