Optionees. Except as may otherwise be agreed upon by Allergan and AMO and/or as set forth in Schedule 8.4, this Section 8.4 shall govern the treatment of unvested outstanding Allergan Options held by non-U.S. AMO Employees.
Optionees. Except as may otherwise be agreed upon by Southern and Southern Energy, this Section 7.01 shall govern the treatment of Southern Options held by non-U.S.
Optionees. (a) Prior to the Closing, the Company will, through its Board (or any committee thereof), take all action required for the cancellation as of the Effective Time of all Stock Options in consideration for cash in an amount set forth in section 1.6(c).
Optionees. Except as may otherwise be agreed -------------------------- upon by HP and Agilent and/or as set forth in Schedule 7.2(c), this Section 7.2 shall govern the treatment of HP Options held by non-U.S. Agilent Transferred Employees.
Optionees. Except as may otherwise be agreed -------------------------- upon by 3Com and Palm and/or as set forth in Schedule 6.3, this Section 6.3 shall govern the treatment of 3Com Options held by non-U.S. Palm Transferred Employees.
Optionees. (i) Prior to the Closing, each individual holding a Merry Land Option shall have the right to enter into a written agreement with EQR providing for the cancellation of the vested portion of such option immediately following the Effective Time for cash in an amount equal to the difference between the Closing Price of Merry Land Common and the applicable exercise price set forth in such option, multiplied by the number of Merry Land Common Shares subject to such option to the extent such option is vested at the Effective Time, it being understood that all employees whose employment does not continue after the Effective Time shall be deemed vested as of the Effective Time. For purposes of this paragraph, "Closing Price" shall mean the unweighted average closing price of a Merry Land Common Share, reported as "New York Stock Exchange Composite Transactions" by The Wall Street Journal (Midwest Edition) for the ten (10) Trading Days ending on the third Trading Day immediately prior to the Closing Date. For the purposes of the paragraph only, "Trading Day" shall mean any day on which Merry Land Common Shares are traded on the NYSE. (ii) Merry Land and EQR agree to take all appropriate action to cause each Merry Land Option which remains unexercised as of the Effective Time (other than those options to be terminated pursuant to Section 5.10(c)(i)) to be amended to (i) adjust the number of shares for which such option is thereafter exercisable by multiplying such number of shares by .54, (ii) adjust the per share exercise price by dividing such exercise price by .54, and (iii) to provide that such option shall be exercisable for EQR Common Shares. Accordingly, as more fully described in the Merry Land Stock Option and Incentive Plan (the "Plan"), upon conversion of the number of shares and the exercise price, all Merry Land options shall remain subject to the Plan's terms. EQR agrees to register the shares subject to the Plan on a registration statement on Form S-8 filed with the SEC as soon as practicable following the Effective Time. (iii) From and after the date hereof the Merry Land Board of Directors will not authorize, and Merry Land will not grant any Incentive Stock Options, Nonstatutory Stock Options, Stock Loan Rights, Director Stock Loan Rights, Dividend Rights, or Restricted Stock Grants under the Merry Land Stock Option and Incentive Plan. Furthermore, the Merry Land Board of Directors will not authorize any additional Stock Appreciation Rights under S...
Optionees. Except as may otherwise be agreed upon by Adaptec and Roxio this Section 6.2 shall govern the treatment of Adaptec Options held by non-U.S. Roxio Employees.
Optionees. Except as may otherwise be agreed upon by MRV and Luminent and/or as set forth in Schedule 5.2, this Section 5.2 shall govern the treatment of MRV Options held by non-U.S. Luminent Transferred Employees, if any.
Optionees. Pursuant to the Letter Agreement, the Xxxxxxxx Funds hereby designate each of the Optionees a recipient of Options to purchase such number of shares of Common Stock as is set forth next to such Optionee's name on Schedule A attached hereto. Except as provided in Articles III and IV below, such designation is irrevocable.
Optionees. Except as may otherwise be agreed upon by Millipore and Mykrolis, this Section 6.3 shall govern the treatment of Millipore Options held by non-U.S. Mykrolis Employees.
