Options and Warrants. (a) Immediately prior to the Closing, each outstanding option ("Target Options") exercisable into shares of Target Common Stock and each warrant ("Target Warrants") exercisable into shares of Target Common Stock whether vested or not vested, shall immediately become vested in full and either exercised by the holder thereof prior to Closing or be deemed assumed by Parent. In the event that any Target Options and Target Warrants are exercised by the holder thereof prior to or simultaneous with the Closing, all shares of Target Common Stock issued upon exercise thereof shall be converted into Parent Shares in accordance with Section 1.2(a)(iii) of the Merger Agreement.
(b) At and after the Effective Time:
(i) each Target Option and Target Warrant then outstanding shall entitle the holder thereof to acquire the number (rounded down to the nearest whole number) of shares of Parent Common Stock determined by multiplying (x) the number of shares of Target Common Stock subject to such Target Option or Target Warrant immediately prior to the Effective Time, by (y) the Exchange Ratio; and
(ii) the exercise price per share of Parent Common Stock subject to any Target Option or Target Warrant at and after the Effective Time shall be an amount (rounded down to the nearest one-hundredth of a cent) equal to (x) the exercise price per share of Target Common Stock subject to such Target Option or Target Warrant prior to the Effective Time, divided by (y) the Exchange Ratio.
(c) Other than as provided in subsections (a) and (b) above, as of and after the Effective Time, each Target Option and Target Warrant then outstanding shall be subject to the same terms and conditions as in effect immediately prior to the Effective Time (including, but not limited to, the acceleration of exercisability or conversion, as applicable, as of the date of approval of the Merger by the shareholders of the Company), but giving effect to the Merger (it being understood that any performance criteria to which such Target Option, and or Target Warrant remains subject may be equitably adjusted by Parent to reflect the consummation of the Merger).
(d) Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Target Options and Target Warrants Notes after the Effective Time.
Options and Warrants. (i) At the Effective Time, the Company Stock Option Plan, as amended (the "Company Stock Option Plan"), and all options outstanding under the Company Stock Option Plan immediately prior to the Effective Time ("Company Options"), whether vested or unvested, shall be assumed by Parent and thereafter constitute the right to receive options to purchase such number of shares of Parent Common Stock determined in accordance with this Section 1.6(c).
(ii) Each such option so assumed by Parent under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Company Stock Option Plan and the applicable stock option agreement as in effect immediately prior to the Effective Time, except that (i) such option will be exercisable for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such option immediately prior to the Effective Time multiplied by the Exchange Ratio and rounded down to the next whole number of shares of Parent Common Stock, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the next whole cent.
(iii) At the Effective Time, each warrant to acquire shares of Company Capital Stock (each a "Company Warrant") outstanding immediately prior to the Effective Time shall be converted and exchanged for warrants to purchase such number of shares of Parent Common Stock as shall be equal to the product of (a) the number of shares of Company Common Stock that were issuable upon exercise of such Company Warrants immediately prior to the Effective Time and (b) the Exchange Ratio, such product to be rounded down to the next whole number of shares of Parent Common Stock. The per share exercise price of each Company Warrant shall equal the quotient obtained by dividing (a) the per share exercise price of the Company Warrant at which such warrant was exercisable immediately prior to the Effective Time by (b) the Exchange Ratio rounded up to the next whole cent.
Options and Warrants. 9 3.07 Absence of Certain Changes or Events...............9 3.08
Options and Warrants. An option is the right to buy ("call option") or sell ("put option") a specific asset at a pre-determined time ("time of exercise") or during a pre-determined period for a pre-determined price ("exercise price"). The price of a call or put option is the option premium. Sub-Funds may buy or sell call or put options, provided that the relevant Sub-Fund has the right, in accordance with its investment objective and policy, to invest in the relevant underlyings.
Options and Warrants. (a) All outstanding options to purchase Elite common stock (the "Elite Options"), shall cease to represent a right to acquire shares of Elite common stock and shall be converted automatically into an option to acquire fully paid and nonassessable unregistered Milestone Shares ("Milestone Options"); provided, however, that from and after the Effective Time, (i) the number of fully paid and nonassessable unregistered Milestone Shares purchasable upon exercise of such Milestone Option shall be equal to the number of shares of Elite common stock that were purchasable under such Elite Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounding to the nearest whole share, and (ii) the per share exercise price for each such Milestone Option shall be adjusted by dividing the per share exercise price of each such Elite Option by the Exchange Ratio, rounding to the nearest cent. Such Elite Options shall be assumed by Milestone under the terms of an employee option plan to be established by Milestone which shall provide holders of such options with substantially the same rights and obligations as the Elite Stock Option Plan.
(b) All outstanding warrants to purchase Elite common stock (the "Elite Warrants"), shall cease to represent a right to acquire shares of Elite common stock and shall be converted automatically into a warrant to acquire fully paid and nonassessable unregistered Milestone Shares ("Milestone Warrants"); provided, however, that from and after the Effective Time, (i) the number of Milestone Shares purchasable upon exercise of such Milestone Warrant shall be equal to the number of shares of Elite common stock that were purchasable under such Elite Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio, rounding to the nearest whole share, and (ii) the per share exercise price under each such Milestone Warrant shall be adjusted by dividing the per share exercise price of each such Elite Warrant by the Exchange Ratio, rounding to the nearest cent.
Options and Warrants. At the Effective Time, each option or warrant issued by the Company which is outstanding at that time will become the right to receive a sum in cash equal to (a) the amount, if any, by which the Merger Price exceeds the per share exercise price of the option or warrant, times (b) the number of shares of Common Stock issuable upon exercise of the option or warrant in full. In order to receive the amount to which a holder of an option or warrant is entitled under this Paragraph, the holder must deliver to the Company (i) any certificate or option agreement relating to the option or warrant and (ii) a document in which the holder acknowledges that the payment the holder is receiving is in full satisfaction of any rights the holder may have under or with regard to the option or warrant.
Options and Warrants. At the Effective Time, each holder of a then outstanding option (collectively, the "Options") or warrant (collectively, the "Warrants") to purchase Shares granted by the Company, whether or not then exercisable, shall in settlement thereof, receive for each Share subject to such Option or Warrant an amount (subject to any applicable withholding tax) in cash equal to the difference between the Offer Price and the per Share exercise price of such Option or Warrant to the extent such difference is a positive number. Prior to the Effective Time, the Company shall use its best efforts to obtain all necessary consents or releases from holders of Options or Warrants, to the extent required by the terms of the plans or agreements governing such Options or Warrants, as the case may be, or pursuant to the terms of any Option or Warrant granted thereunder, and take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section 2.4 (except for such action that may require the approval of the Company's shareholders). Except as otherwise agreed to by Parent or the Purchaser and the Company, the Company shall take all action necessary to ensure that (i) the Company's 1991 Stock Option Plan, 1993 Stock Option Plan, as amended and restated as of October 11, 1995, and the Stock Option Plan for Directors (collectively, the "Stock Option Plans") shall have been terminated as of the Effective Time 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 or any Subsidiary thereof, shall be cancelled as of the Effective Time, and (ii) following the Effective Time, (a) no participant in any Stock Option Plan or other plans, programs or arrangements shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any Subsidiary thereof and all such plans have been terminated, and (b) the Company will not be bound by any convertible security, option, warrant, right or agreement which would entitle any person to own any capital stock of the Company, the Surviving Corporation or any Subsidiary thereof.
Options and Warrants. 14 2.8. Adjustments ................................................... 15 2.9. Merger Subsidiary Capital Stock ............................... 15 2.10. No Further Transfer of Shares ................................. 15 2.11.
Options and Warrants. There shall be no outstanding capital stock (or right, option, warrant or other arrangement to acquire such capital stock) of the Borrower, other than that owned by Holdings.
Options and Warrants. From time to time, the Company may grant to Executive options or warrants to purchase the Company’s common stock. The Company shall enter into an option or warrant agreement for the issuance of such options or warrants in such event.
