Common use of Options and Other Stock-Based Awards Clause in Contracts

Options and Other Stock-Based Awards. (a) At the Effective Time, each option to purchase Company Common Stock (collectively, the “Company Stock Options”), whether vested or unvested, which is outstanding immediately prior to the Effective Time and which has not been exercised or canceled prior thereto shall, at the Effective Time, automatically be canceled and, on the Closing Date, Company shall pay to the holder thereof cash in an amount equal to the product of (i) the number of shares of Company Common Stock underlying such Company Stock Option (whether vested or unvested) and (ii) the excess, if any, of $22.00 per share over the exercise price per share of Company Common Stock provided for in such Company Stock Option, which cash payment shall be made without interest and shall be net of all applicable withholding taxes. (b) As of immediately prior to the Effective Time, all restricted stock awards granted by the Company (collectively, the “Company RSAs”) shall vest in full so as to no longer be subject to any forfeiture or vesting requirements, and all such shares of Company Common Stock shall be considered outstanding shares for all purposes of this Agreement, including but not limited to, the provisions of Section 2.1(c). (c) As of immediately after the Effective Time, the 2018 Equity Incentive Plan (the “Company Equity Plan”) shall terminate and be of no further force and effect. The Company shall take all actions necessary in order to effect the provisions of this Section 2.7, including, without limitation, seeking all necessary approvals and providing any notices required under the Company Equity Plan. The Board of Directors of the Company (the “Company Board”) (or, if appropriate, any committee thereof administering the Company Equity Plan) shall adopt such resolutions or take such other actions as may be required to effect the foregoing.

Appears in 2 contracts

Samples: Merger Agreement (Brookline Bancorp Inc), Merger Agreement (PCSB Financial Corp)

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Options and Other Stock-Based Awards. (a) At the Effective Time, each Each option to purchase Company Common Stock (collectively, the “Company Stock Options”)) granted under the Company’s 2013 Equity Incentive Plan and any other similar plan (collectively, the “Company Equity Plans”) or otherwise, whether vested or unvested, which is outstanding immediately prior to the Effective Time and which has not been exercised or canceled prior thereto shall, at the Effective Time, automatically be canceled and, on the Closing Date, Company shall pay to the holder thereof cash in an amount equal to the product of (ia) the number of shares of Company Common Stock underlying such Company Stock Option (whether vested or unvested) and (iib) the excess, if any, of $22.00 16.90 per share share, subject to adjustment in accordance with the formula set forth in Section 2.1(d), over the exercise price per share of Company Common Stock provided for in such Company Stock Option, which cash payment shall be made without interest and shall be net of all applicable withholding taxes. At the Effective Time, the Company Equity Plans shall terminate and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company shall be of no further force and effect and shall be deemed to be deleted. (b) As of immediately prior to the Effective Time, all restricted stock awards granted by under the Company Equity Plan (collectively, the “Company RSAsRestricted Stock”) shall vest in full so as to no longer be subject to any forfeiture or vesting requirements, and all such shares of Company Common Stock shall be considered outstanding shares for all purposes of this Agreement, including but not limited toincluding, without limitation, for purposes of the provisions of Section 2.1(c)right to receive the Merger Consideration with respect thereto. (c) As of immediately after Prior to the Effective TimeClosing, the 2018 Equity Incentive Plan (the “Company Equity Plan”) shall terminate and be of no further force and effect. The Company shall take all actions necessary in order to effect the provisions of this Section 2.7, including, without limitation, seeking all necessary approvals and providing any notices required under the Company Equity Plan. The Board of Directors of the Company (the “Company Board”) (or, if appropriate, any committee thereof administering the Company Equity PlanPlans) shall adopt such resolutions or take such other actions (including, without limitation, obtaining the consent from any applicable holders of Company Stock Options) as may be required to effect the foregoingforegoing provisions of this Section 2.7.

Appears in 1 contract

Samples: Merger Agreement (Orrstown Financial Services Inc)

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Options and Other Stock-Based Awards. (a) At the Effective Time, each Each option to purchase Company Common Stock (collectively, the “Company Stock Options”) granted under the Coastway Bancorp, Inc. 2015 Equity Incentive Plan, as amended (the “Company Equity Plan”), whether vested or unvested, which is outstanding immediately prior to the Effective Time and which has not been exercised or canceled prior thereto shall, at the Effective Time, automatically be canceled and, on as of the Closing DateEffective Time, the Company shall pay to the holder thereof cash in an amount equal to the product of (i) the number of shares of Company Common Stock underlying provided for in such Company Stock Option (whether vested or unvested) and (ii) the excess, if any, of $22.00 per share the Merger Consideration over the exercise price per share of Company Common Stock provided for in such Company Stock Option, which cash payment shall be made without interest and shall be net of all applicable withholding taxes. At the Effective Time, the Company Equity Plan shall terminate and shall be of no further force and effect and shall be deemed to be deleted. The Company shall take all actions necessary in order to effect the provisions of this Section 2.4, including, without limitation, seeking all necessary approvals and providing any notices required under the Company Equity Plan. (b) As of immediately prior to the Effective Time, all restricted stock awards granted by under the Company (collectively, the “Company RSAs”) Equity Plan shall vest in full so as to no longer be subject to any forfeiture or vesting requirements, and all such shares of Company Common Stock shall be considered outstanding shares for all purposes of this Agreement, including but not limited toincluding, without limitation, for purposes of the provisions of Section 2.1(c)right to receive the Merger Consideration with respect thereto. (c) As of immediately after the Effective Time, the 2018 Equity Incentive Plan (the “Company Equity Plan”) shall terminate and be of no further force and effect. The Company shall take all actions necessary in order to effect and the provisions of this Section 2.7, including, without limitation, seeking all necessary approvals and providing any notices required under the Company Equity Plan. The Board of Directors of the Company (the “Company Board”) (or, if appropriate, any committee thereof administering the Company Equity Plan) shall adopt such resolutions or take such other necessary or appropriate actions as may be required in order to effect the foregoingforegoing provisions of this Section 2.4.

Appears in 1 contract

Samples: Merger Agreement (Coastway Bancorp, Inc.)

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