Options and Restricted Stock. (a) Each option to purchase Company Common Stock (each sometimes referred to as an “Option,” and collectively sometimes referred to as the “Options”) granted under the Mayflower Co-operative Bank 1987 Stock Option Plan (the “1987 Company Equity Plan”), the Amended and Restated Mayflower Co-operative Bank 1999 Stock Option Plan (the “1999 Company Equity Plan”), and the Mayflower Bancorp, Inc. 2010 Equity Incentive Plan (the “2010 Company Equity Plan”) (each sometimes referred to as a “Company Equity Plan,” and, collectively sometimes referred to as the “Company Equity Plans”), 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, fully vest (to the extent not vested) and be canceled and, on the Closing Date, Company or Company Bank shall pay to the holder thereof cash in an amount equal to the product of (i) the number of shares of Company Common Stock provided for in each such Option, and (ii) the excess, if any, of the Option Merger Consideration over the Option Exercise Price (the “Option Cash Payment”). For purposes of this Section 2.07, “Option Merger Consideration” shall mean the sum of (x) $5.25, and (y) the product of 0.3955 and the volume-weighted average trading price of a share of Buyer Common Stock on Nasdaq, as reported by Bloomberg L.P. for the five (5) consecutive trading days ending on the fifth trading day immediately preceding the Closing Date, rounded to the nearest whole cent. For purposes of this Section 2.07, “Option Exercise Price” shall mean the exercise price per share of Company Common Stock provided for in such Option. The Option Cash Payment shall be paid in cash within five days after the Closing Date, shall be made without interest and shall be net of all applicable withholding taxes. Prior to the Closing Date, Company shall use its reasonable best efforts to obtain the written acknowledgment and consent of each holder of a then-outstanding Option to the termination of the Option and the payment of the Option Cash Payment in accordance with the terms of this Section 2.07. The Company shall prohibit the exercise of any Option beginning on and after the fifth trading day immediately preceding the Closing Date. 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 Company shall be of no further force and effect and shall be deemed to be deleted.
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Samples: Merger Agreement (Independent Bank Corp), Merger Agreement (Mayflower Bancorp Inc)
Options and Restricted Stock. (a) Each Immediately prior to the Effective Time, each employee, consultant and director stock option to purchase shares of Company Common Stock (each sometimes referred each, a "COMPANY OPTION") which is then outstanding and unexercised, whether or not then exercisable, shall be (or, if not previously vested and exercisable, shall become) vested and exercisable (provided that any exercise of a Company Option as to as an “Option,” which the per share exercise price exceeds the Cash Consideration shall be for cash) and collectively sometimes referred such Company Options immediately thereafter shall be canceled by Company pursuant to as the “Options”) granted under the Mayflower Co-operative Bank 1987 Stock Option Plan (the “1987 Company Equity Plan”), the Amended and Restated Mayflower Co-operative Bank 1999 Stock Option Plan (the “1999 Company Equity Plan”)this Section 1.6, and the Mayflower Bancorp, Inc. 2010 Equity Incentive Plan (the “2010 each holder of a canceled Company Equity Plan”) (each sometimes referred Option shall be entitled to as a “Company Equity Plan,” and, collectively sometimes referred to as the “Company Equity Plans”), whether vested or unvested, which is outstanding immediately prior to receive at the Effective Time and which has not been exercised or canceled prior thereto shall, at as soon as practicable thereafter from Company in consideration for the Effective Time, fully vest cancellation of such Company Option (to the extent not vestedi) and be canceled and, on the Closing Date, Company or Company Bank shall pay to the holder thereof cash in an amount in cash equal to the product of (iA) the number of shares of Company Common Stock provided for in each previously subject to such Option, Company Option and (iiB) the excess, if any, of the Option Merger Cash Consideration over the Option Exercise Price (the “Option Cash Payment”). For purposes of this Section 2.07, “Option Merger Consideration” shall mean the sum of (x) $5.25, and (y) the product of 0.3955 and the volume-weighted average trading price of a share of Buyer Common Stock on Nasdaq, as reported by Bloomberg L.P. for the five (5) consecutive trading days ending on the fifth trading day immediately preceding the Closing Date, rounded to the nearest whole cent. For purposes of this Section 2.07, “Option Exercise Price” shall mean the exercise price per share of Company Common Stock provided for in previously subject to such Company Option. The Option Cash Payment shall be paid in cash within five days after the Closing Date, shall be made without interest and shall be net of all less any applicable withholding taxes. Prior taxes and (ii) one RVO for each share of Company Common Stock previously subject to the Closing Datesuch Company Option; provided, Company shall use its reasonable best efforts to obtain the written acknowledgment and consent of each that a holder of a then-outstanding cancelled Company Option shall not be entitled to the termination receive any RVO in respect of the Option and the payment of the Option Cash Payment in accordance with the terms of this Section 2.07. The Company shall prohibit cancellation thereof if the exercise price per share of any Company Common Stock previously subject to such Company Option beginning on and after exceeds the fifth trading day immediately preceding the Closing Date. At Cash Consideration.
(b) Immediately prior to the Effective Time, each share of restricted Company Common Stock held by an employee, consultant or director of the Company Equity Plans or its Subsidiaries ("COMPANY RESTRICTED STOCK"), which is then outstanding and restricted, shall become vested and such Company Restricted Stock immediately thereafter shall be converted into the right to receive Merger Consideration.
(c) Company shall (i) take all actions necessary and appropriate so that all stock or other equity based plans maintained with respect to Company Common Stock (the "COMPANY STOCK PLANS"), including, without limitation, the plans listed in Section 3.10(a) of the Company Disclosure Schedule, shall terminate as of the Effective Time and the provisions in that any other Employee Plan (as hereinafter defined in Section 3.10) (including the Company's employee stock purchase plan, program or arrangement ) providing for the issuance issuance, transfer or grant of any other capital stock of Company or any interest in respect of the any capital stock of Company shall be of amended to provide that no further force and effect and issuances, transfer or grants shall be deemed permitted as of the Effective Time and (ii) provide that, following the Effective Time, no holder of a Company Option or Company Restricted Stock or any participant in any Company Stock Plan shall have any right thereunder to be deletedacquire or receive any capital stock of Company, Parent or the Surviving Corporation (except as otherwise set forth in Sections 1.5 or 1.6(a) or (b) above). Prior to the Effective Time, Company shall (x) obtain all necessary consents from, and provide (in a form reasonably acceptable to Parent) any required notices to, holders of Company Options and Company Restricted Stock and (y) amend the terms of the applicable Company Stock Option, Company Restricted Stock, Company Stock Plan and the Company's employee stock purchase plan, in each case, as is necessary to give effect to the provisions of this Section 1.6.
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Options and Restricted Stock. At least thirty (a30) Each option days prior to purchase Company Common Stock (each sometimes referred the Effective Time, and pursuant to as an “Option,” and collectively sometimes referred to as the “Options”) granted under terms of the Mayflower Co-operative Bank 1987 1997 Stock Option Plan (the “1987 Company Equity and Incentive Plan”), the Amended and Restated Mayflower Co-operative Bank 1999 2007 Stock Option Plan (the “1999 Company Equity and Incentive Plan”), and the Mayflower Bancorp, Inc. 2010 Equity 2009 Stock Incentive Plan (the “2010 Company Equity Plan”) (each sometimes referred to as a “Company Equity Plan,” andcollectively, collectively sometimes referred to as the “Company Equity Plans”)) under which Company Options are granted, the Company will take (or will cause to be taken) all actions necessary (including providing such notices, adopting such resolutions and taking such other actions as are reasonably requested by Buyer) such that each holder of a Company Option (whether vested or unvested, which ) that is unexercised and outstanding immediately prior to as of the Effective Time and which has not been exercised or canceled prior thereto shall, at by reason of the Effective TimeMerger, fully vest (to the extent not vested) and be canceled and, on and converted into the Closing Date, Company or Company Bank shall pay right to the holder thereof receive in cash in an amount (subject to required tax withholdings) equal to (i) the product excess, if any, of (iA) the Cash Consideration per share over (B) the exercise price per share of each such Company Option multiplied by (ii) the number of shares of Company Common Stock provided for in each such Option, and (ii) subject to the excess, if any, of the Company Option Merger Consideration over the Option Exercise Price (the “Option Cash Payment”)) with no Company Option being exercisable following the Effective Time. For purposes of this Section 2.07, “The Company shall make the Option Merger Consideration” shall mean Payments immediately prior to the sum of (x) $5.25, and (y) the product of 0.3955 Effective Time and the volume-weighted average trading price of a share of Buyer Common Stock on Nasdaq, as reported by Bloomberg L.P. for the five (5) consecutive trading days ending on the fifth trading day immediately preceding the Closing Date, rounded to the nearest whole cent. For purposes of this Section 2.07, “Option Exercise Price” shall mean the exercise price per share of Company Common Stock provided for in such Option. The Option Cash Payment shall be paid in cash within five days after the Closing Date, shall be made without interest and shall be net of all applicable withholding taxes. Prior to the Closing Date, Company shall use its commercially reasonable best efforts to obtain the written acknowledgment and consent of each such holder of a then-outstanding Option to the termination receipt of the Option Payment and the payment cancellation of all Company Options held by such holder in consideration for such Option Payment. Any Company Options which vest in the ordinary course and are properly exercised prior to the Effective Time pursuant to the provisions of the Option Cash Payment Company Equity Plans and the terms of the Company Options will have the right to receive Merger Consideration on the same terms as all other outstanding Company Common Stock pursuant to this Article II. Similarly, each outstanding restricted stock award which is unvested immediately prior to the Effective Time, shall vest as of the Effective Time in accordance with the terms of this Section 2.07. The Company shall prohibit the exercise of any Option beginning on and after the fifth trading day immediately preceding the Closing Date. At the Effective Time, the Company Equity Plans shall terminate and will have the provisions in any right to receive Merger Consideration on the same terms as all other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of outstanding Company shall be of no further force and effect and shall be deemed Common Stock pursuant to be deletedthis Article II.
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Options and Restricted Stock. (a) Each option to purchase Company Common Stock (each sometimes referred to as an “Option,” and collectively sometimes referred to as As of the “Effective Time, all outstanding Options”) granted under the Mayflower Co-operative Bank 1987 Stock Option Plan (the “1987 Company Equity Plan”), the Amended and Restated Mayflower Co-operative Bank 1999 Stock Option Plan (the “1999 Company Equity Plan”), and the Mayflower Bancorp, Inc. 2010 Equity Incentive Plan (the “2010 Company Equity Plan”) (each sometimes referred to as a “Company Equity Plan,” and, collectively sometimes referred to as the “Company Equity Plans”), whether vested or unvested, which is and the Option Plan, insofar as it relates to Options outstanding under such Plan as of the Closing, shall be assumed by the Buyer. Immediately after the Effective Time, each Option outstanding immediately prior to the Effective Time shall be deemed to constitute an option to acquire, on the same terms and which has not been exercised conditions as were applicable under such Option at the Effective Time, such number of shares of Buyer Common Stock as is equal to the number of Common Shares subject to the unexercised portion of such Option multiplied by the Option Merger Ratio (with any fraction resulting from such multiplication to be rounded down to the nearest whole number). The exercise price per share of each such assumed Option shall be equal to the exercise price of such Option immediately prior to the Effective Time, divided by the Option Merger Ratio (rounded up to the nearest whole cent). The term, exercisability, vesting schedule and all of the other terms of the Options shall otherwise remain unchanged, subject to any changes expressly provided for by its terms in effect on the date hereof and this Agreement. The Option Merger Ratio shall be subject to adjustment in the event of any stock split, stock dividend, reverse stock split or canceled similar event affecting the Buyer Common Stock between the beginning of the 30-day period referred to in the definition of Buyer Stock Price and the Effective Time.
(b) Within ten (10) days after the Effective Time, the Buyer or the Surviving Corporation shall deliver to the holders of Options appropriate notices setting forth such holders’ rights pursuant to such Options, as amended by this Section 1.9, and the agreements evidencing such Options shall continue in effect on the same terms and conditions (subject to the amendments provided for in this Section 1.9 and such notice).
(c) The Buyer shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer Common Stock for delivery upon exercise of the Options assumed in accordance with this Section 1.9. Within 10 business days after the Effective Time, the Buyer shall file a Registration Statement on Form S-8 (or any successor form) under the Securities Act with respect to all shares of Buyer Common Stock subject to such Options that may be registered on a Form S-8, and shall use its Reasonable Best Efforts to maintain the effectiveness of such Registration Statement for so long as such Options remain outstanding.
(d) At the Effective Time, any Merger Consideration issued in accordance with Section 1.5 with respect to any unvested Restricted Stock outstanding immediately prior thereto shallto the Effective Time shall remain subject to the same terms, restrictions and vesting schedule as in effect immediately prior to the Effective Time, except to the extent by their terms as in effect as of the date hereof such unvested Restricted Stock vests, or such other provisions lapse, at the Effective Time, fully vest (; provided that to the extent any unvested Restricted Stock is not vested) held in escrow by the Company, the Company shall take all reasonably necessary actions to require that all unvested Restricted Stock be held in escrow by the Company to be released in such amounts and be canceled and, on at such times as the Closing Date, Company or Company Bank shall pay forfeiture provisions and repurchase rights lapse pursuant to the holder thereof cash in an amount equal to the product of (i) the number of shares of Company Common Stock provided for in each such Option, and (ii) the excess, if any, of the Option Merger Consideration over the Option Exercise Price (the “Option Cash Payment”). For purposes of this Section 2.07, “Option Merger Consideration” shall mean the sum of (x) $5.25, and (y) the product of 0.3955 and the volume-weighted average trading price of a share of Buyer Common Stock on Nasdaq, as reported by Bloomberg L.P. for the five (5) consecutive trading days ending on the fifth trading day immediately preceding the Closing Date, rounded to the nearest whole cent. For purposes of this Section 2.07, “Option Exercise Price” shall mean the exercise price per share of Company Common Stock provided for in such Option. The Option Cash Payment shall be paid in cash within five days after the Closing Date, shall be made without interest and shall be net of all applicable withholding taxes. Prior to the Closing Date, Company shall use its reasonable best efforts to obtain the written acknowledgment and consent of each holder of a then-outstanding Option to the termination of the Option and the payment of the Option Cash Payment in accordance with the terms of this Section 2.07restricted stock agreement. The Company shall prohibit not take or permit any action that would accelerate vesting of any unvested Restricted Stock, except to the extent required by the terms of any restricted stock agreements in effect on the date hereof. Copies of the relevant agreements governing such shares and the vesting thereof have been provided to the Buyer. All outstanding rights that the Company may hold immediately prior to the Effective Time to repurchase unvested Restricted Stock shall be assigned to the Buyer in the Merger and shall thereafter apply to, and be exercisable by the Surviving Corporation or the Buyer with respect to, the Merger Consideration into which such unvested Restricted Stock was converted pursuant to Section 1.5 hereof. The Company shall take all steps necessary to cause the foregoing provisions of this Section 1.9(d) to occur.
(e) The Company shall cause the exercise of any Option beginning on and after the fifth trading day or termination, immediately preceding the Closing Date. At prior to 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 outstanding Warrants which remain unexercised.
(f) The Company shall obtain, prior to the Closing, the consent from each holder of an Option, shares of unvested Restricted Stock or Warrant to the amendment (in respect the case of Options and Restricted Stock) or termination (in the case of Warrants) of such Option, unvested Restricted Stock or Warrant pursuant to this Section 1.9 (unless such consent is not required under the terms of the capital stock of Company shall be of no further force and effect and shall be deemed to be deletedapplicable agreement, instrument or plan).
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Options and Restricted Stock. (a) Each Immediately prior to the Effective Time, each employee, consultant and director stock option to purchase shares of Company Common Stock (each sometimes referred each, a "COMPANY OPTION") which is then outstanding and unexercised, whether or not then exercisable, shall be (or, if not previously vested and exercisable, shall become) vested and exercisable (provided that any exercise of a Company Option as to as an “Option,” which the per share exercise price exceeds the Cash Consideration shall be for cash) and collectively sometimes referred such Company Options immediately thereafter shall be canceled by Company pursuant to as the “Options”) granted under the Mayflower Co-operative Bank 1987 Stock Option Plan (the “1987 Company Equity Plan”), the Amended and Restated Mayflower Co-operative Bank 1999 Stock Option Plan (the “1999 Company Equity Plan”)this Section 1.6, and the Mayflower Bancorp, Inc. 2010 Equity Incentive Plan (the “2010 each holder of a canceled Company Equity Plan”) (each sometimes referred Option shall be entitled to as a “Company Equity Plan,” and, collectively sometimes referred to as the “Company Equity Plans”), whether vested or unvested, which is outstanding immediately prior to receive at the Effective Time and which has not been exercised or canceled prior thereto shall, at as soon as practicable thereafter from Company in consideration for the Effective Time, fully vest cancellation of such Company Option (to the extent not vestedi) and be canceled and, on the Closing Date, Company or Company Bank shall pay to the holder thereof cash in an amount in cash equal to the product of (iA) the number of shares of Company Common Stock provided for in each previously subject to such Option, Company Option and (iiB) the excess, if any, of the Option Merger Cash Consideration over the Option Exercise Price (the “Option Cash Payment”). For purposes of this Section 2.07, “Option Merger Consideration” shall mean the sum of (x) $5.25, and (y) the product of 0.3955 and the volume-weighted average trading price of a share of Buyer Common Stock on Nasdaq, as reported by Bloomberg L.P. for the five (5) consecutive trading days ending on the fifth trading day immediately preceding the Closing Date, rounded to the nearest whole cent. For purposes of this Section 2.07, “Option Exercise Price” shall mean the exercise price per share of Company Common Stock provided for in previously subject to such Company Option. The Option Cash Payment shall be paid in cash within five days after the Closing Date, shall be made without interest and shall be net of all less any applicable withholding taxes. Prior taxes and (ii) one RVO for each share of Company Common Stock previously subject to the Closing Datesuch Company Option; provided, Company shall use its reasonable best efforts to obtain the written acknowledgment and consent of each that a holder of a then-outstanding cancelled Company Option shall not be entitled to the termination receive any RVO in respect of the Option and the payment of the Option Cash Payment in accordance with the terms of this Section 2.07. The Company shall prohibit cancellation thereof if the exercise price per share of any Company Common Stock previously subject to such Company Option beginning on and after exceeds the fifth trading day immediately preceding the Closing Date. At Cash Consideration.
(b) Immediately prior to the Effective Time, each share of restricted Company Common Stock held by an employee, consultant or director of the Company Equity Plans or its Subsidiaries ("Company Restricted Stock"), which is then outstanding and restricted, shall become vested and such Company Restricted Stock immediately thereafter shall be converted into the right to receive Merger Consideration.
(c) Company shall (i) take all actions necessary and appropriate so that all stock or other equity based plans maintained with respect to Company Common Stock (the "COMPANY STOCK PLANS"), including, without limitation, the plans listed in Section 3.10(a) of the Company Disclosure Schedule, shall terminate as of the Effective Time and the provisions in that any other Employee Plan (as hereinafter defined in Section 3.10) (including the Company's employee stock purchase plan, program or arrangement ) providing for the issuance issuance, transfer or grant of any other capital stock of Company or any interest in respect of the any capital stock of Company shall be of amended to provide that no further force and effect and issuances, transfer or grants shall be deemed permitted as of the Effective Time and (ii) provide that, following the Effective Time, no holder of a Company Option or Company Restricted Stock or any participant in any Company Stock Plan shall have any right thereunder to be deletedacquire or receive any capital stock of Company, Parent or the Surviving Corporation (except as otherwise set forth in Sections 1.5 or 1.6(a) or (b) above). Prior to the Effective Time, Company shall (x) obtain all necessary consents from, and provide (in a form reasonably acceptable to Parent) any required notices to, holders of Company Options and Company Restricted Stock and (y) amend the terms of the applicable Company Stock Option, Company Restricted Stock, Company Stock Plan and the Company's employee stock purchase plan, in each case, as is necessary to give effect to the provisions of this Section 1.6.
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