Common use of Options/Rights Clause in Contracts

Options/Rights. Company has reserved an aggregate of 9,000,000 shares of Company Common Stock for issuance pursuant to the Stock Plans (including shares subject to outstanding Company Options). A total of 5,002,270 shares of Company Common Stock are subject to outstanding Company Options as of the date of this Agreement. SCHEDULE 2.3(b) sets forth for each Company Option (i) the name of the holder of such Company Option, (ii) the exercise price of such Company Option, (iii) the number of shares covered by such Company Option, (iv) the vesting schedule for such Company Option, (v) the extent such Company Option is vested as of the date of this Agreement, and (vi) whether the exercisability of such Company Option will be accelerated in any way by any of the transactions contemplated by this Agreement or upon any other event or condition and the extent of acceleration, if any. No Company Options have been amended, modified, supplemented, replaced or exchanged to provide for (or increase the scope of) any acceleration of vesting or exercisability since January 1, 2000. In addition, SCHEDULE 2.3(b) sets forth all holders of shares of Company Restricted Stock and for each such person, the number of shares of Company Restricted Stock held, the terms of Company's rights to repurchase such Company Restricted Stock, the schedule on which such rights lapse and whether such repurchase rights lapse in full or in part as a result of the Merger or upon any other event. True and correct copies of each Stock Plan, the standard agreement under each Stock Plan and each agreement for each Company Option that does not conform to the standard agreement under each Stock Plan have been delivered by Company to Parent or its legal counsel, Fenwick & West LLP. All outstanding Company Options have been issued and granted in compliance with all requirements of applicable laws and all requirements set forth in applicable agreements or instruments. Except for Company Options, there are no stock appreciation rights, options, warrants, calls, rights, commitments, conversion privileges or preemptive or other rights or agreements outstanding to purchase or otherwise acquire any shares of Company capital stock or any securities or debt convertible into or exchangeable for Company capital stock or obligating Company to grant, extend or enter into any such option, warrant, call, commitment, conversion privileges or preemptive or other right or agreement. There are no voting agreements, registration rights, rights of first refusal, preemptive rights, co-sale rights, notice rights, information rights, tag-along rights, redemption rights or other restrictions applicable to any outstanding securities of Company. Company is not under any obligation to register under the 1933 Act any of its presently outstanding shares of stock or other securities or any stock or other securities that may be subsequently issued.

Appears in 1 contract

Samples: Escrow Agreement (Silicon Image Inc)

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Options/Rights. Company has reserved an aggregate of 9,000,000 shares of Company Common Stock for issuance pursuant to the Stock Plans (including shares subject to outstanding Company Options). A total of 5,002,270 shares of Company Common Stock are subject to outstanding Company Options as of the date of this Agreement. SCHEDULE Item 2.3(b) sets forth a complete list, as -------------- of the date hereof (to be updated as of the Closing), of (i) all outstanding warrants to purchase shares of Company Preferred Stock (the "Company Preferred ----------------- Warrants") and all outstanding Company Common Warrants (the Company Common -------- Warrants, together with Company Preferred Warrants, are referred to as the "Company Warrants"), indicating for each Company Option (i) Warrant, the name of the holder of such Company Option, (ii) the exercise price of such Company Option, (iii) the number of shares covered by such Company Option, (iv) the vesting schedule for such Company Option, (v) the extent such Company Option is vested as ---------------- of the date of this Agreement, and (vi) whether the exercisability of such Company Option will be accelerated in any way by any of the transactions contemplated by this Agreement or upon any other event or condition and the extent of acceleration, if any. No Company Options have been amended, modified, supplemented, replaced or exchanged to provide for (or increase the scope of) any acceleration of vesting or exercisability since January 1, 2000. In addition, SCHEDULE 2.3(b) sets forth all holders of shares of Company Restricted Stock and for each such personWarrant, the number of shares of Company Restricted Common Stock heldor Company Preferred Stock issuable upon exercise of the Company Warrant, the terms of Company's rights to repurchase such exercise price per share, and (ii) all outstanding Company Restricted StockOptions, the schedule on which such rights lapse and whether such repurchase rights lapse in full or in part as a result of the Merger or upon any other event. True and correct copies of each Stock Plan, the standard agreement under each Stock Plan and each agreement indicating for each Company Option, the name of the holder of the Company Option, the number of shares of Company Common Stock issuable upon exercise of the Company Option, the exercise price per share, the extent to which the Company Option that does not conform is vested and the vesting schedule, if any). All Company Warrants are currently fully exercisable. All Company Preferred Warrants (to the standard agreement under each Stock Plan have been delivered extent not exercised prior to the Effective Time) will, by their terms, automatically terminate at the Effective Time without any further action by Company to Parent or its legal counsel, Fenwick & West LLP. All outstanding the holder of the Company Options have been issued and granted in compliance with all requirements of applicable laws and all requirements set forth in applicable agreements or instrumentsPreferred Warrant. Except for Company Optionsas listed on Item 2.3(b), as of the date ----------- hereof (to be updated as of the Closing), there are no stock appreciation rights, options, warrants, calls, rights, commitments, conversion privileges or preemptive or other rights or agreements outstanding to purchase or otherwise acquire any of Company's authorized but unissued capital stock, other than rights to convert Company Preferred Stock into Company Common Stock. Company has no right to repurchase any shares of Company capital stock or any securities or debt convertible into or exchangeable Common Stock (and will have no such right as of the Effective Time) other than repurchase rights solely related to the vesting of restricted Company Common Stock issued to Company employees and described in Item 2.11(g). Except for Company capital stock or obligating Company to grantsuch rights and except as listed in Item ------------ ---- 2.3(b), extend or enter into any such optionthere are no options, warrantwarrants, callcalls, commitmentcommitments, conversion ------ privileges or preemptive or other right rights or agreementagreements to which Company is a party involving the purchase or other acquisition of any shares of Company Common Stock or Company Preferred Stock. There is no liability for dividends accrued but unpaid. There are no voting agreements, registration rights, rights of first refusal, preemptive rights, co-sale rights, notice rights, information rights, tag-along rights, redemption rights refusal or other restrictions (other than the Support Agreement and normal restrictions on transfer under applicable federal and state securities laws) applicable to any outstanding securities of Company. Company is not under any obligation to register under the 1933 Act any of its presently 's outstanding shares of stock or other securities or any stock or other securities that may be subsequently issuedsecurities.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Verisign Inc/Ca)

Options/Rights. Company has reserved an aggregate of 9,000,000 3,000,000 shares of Company Common Stock for issuance pursuant to the Stock Plans (including shares subject to outstanding Company Options). A total of 5,002,270 2,354,625 shares of Company Common Stock are subject to outstanding Company Options as of the date of this Agreement. SCHEDULE 2.3(b) sets forth for each Company Option (i) the name of the holder of such Company Option, (ii) the exercise price of such Company Option, (iii) the number of shares covered by such Company Option, (iv) the vesting schedule for such Company Option, (v) the extent such Company Option is vested as of the date of this Agreement, and (vi) whether the exercisability of such Company Option will be accelerated in any way by any of the transactions contemplated by this Agreement or upon any other event or condition and the extent of acceleration, if any. No Company Options have been amended, modified, supplemented, replaced or exchanged to provide for (or increase the scope of) any acceleration of vesting or exercisability since January 1, 2000. In addition, SCHEDULE 2.3(b) sets forth all holders of shares of Company Restricted Stock and for each such person, the number of shares of Company Restricted Stock held, the terms of Company's rights to repurchase such Company Restricted Stock, the schedule on which such rights lapse and whether such repurchase rights lapse in full or in part as a result of the Merger or upon any other event. True and correct copies of each Stock Plan, the standard agreement under each Stock Plan and each agreement for each Company Option that does not conform to the standard agreement under each Stock Plan have been delivered by Company to Parent or its legal counsel, Fenwick & West LLP. All outstanding Company Options have been issued and granted in compliance with all requirements of applicable laws and all requirements set forth in applicable agreements or instruments. Except for Company Options, there are no stock appreciation rights, options, warrants, calls, rights, commitments, conversion privileges or preemptive or other rights or agreements outstanding to purchase or otherwise acquire any shares of Company capital stock or any securities or debt convertible into or exchangeable for Company capital stock or obligating Company to grant, extend or enter into any such option, warrant, call, commitment, conversion privileges or preemptive or other right or agreement. There are no voting agreements, registration rights, rights of first refusal, preemptive rights, co-sale rights, notice rights, information rights, tag-along rights, redemption rights or other restrictions applicable to any outstanding securities of Company. Company is not under any obligation to register under the 1933 Act any of its presently outstanding shares of stock or other securities or any stock or other securities that may be subsequently issued.

Appears in 1 contract

Samples: Escrow Agreement (Silicon Image Inc)

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Options/Rights. Company has reserved an aggregate of 9,000,000 3,060,000 shares of Company Common Stock for issuance pursuant to the Stock Plans (including shares subject to outstanding Company Options)Plans. A total of 5,002,270 1,305,750 shares of Company Common Stock are subject to outstanding Company Options as of the date of this Agreement. SCHEDULE Schedule 2.3(b) sets forth for each Company Option as of the date hereof (i) the name and address of the holder of such Company Option, (ii) the grant date for the Company Option, (iii) the exercise price of such Company Option, (iiiiv) the number of shares covered by such Company Option, (ivv) the vesting schedule for such Company Option, (vvi) the extent such Company Option is vested as of the date of this Agreement, and (vivii) whether the exercisability Company Option is an ISO or NQSO, (viii) whether the Company Option is a Milestone Option or an Additional Option (as defined in the Option Agreement) and (ix) the social security number of such Company holder. The Milestone Options and Additional Options have vesting schedules required by the Option will be accelerated in any way by any of the transactions contemplated by this Agreement or upon any other event or condition and the extent of acceleration, if anyAgreement. No Company Options have been amended, modified, supplemented, replaced or exchanged to provide Option provides for (or increase the scope of) any acceleration of vesting or exercisability since January 1, 2000exercisability. In addition, SCHEDULE Schedule 2.3(b) sets forth as of the date hereof all holders of shares of Company Restricted Stock and for each such person, the number of shares of Company Restricted Stock held, the terms of Company's ’s rights to repurchase such Company Restricted Stock, the schedule on which such rights lapse and lapse, whether such repurchase rights lapse in full or in part as a result of the Merger or upon any other event, the date of purchase of the Company Restricted Stock, the purchase price for the Company Restricted Stock, the fair market value on the date of purchase of such Company Restricted Stock and the social security number for such holder. True and correct copies of each Stock Plan, the standard agreement under each Stock Plan and each agreement for each Company Option that does not conform to the standard agreement under each Stock Plan have been delivered by Company to Parent or its legal counsel, Fenwick & West LLP. All outstanding Company Options have been issued and granted in compliance with all requirements of applicable laws and all requirements set forth in applicable agreements or instruments. Except for Company Options, there are no stock appreciation rights, options, warrants, calls, rights, commitments, conversion privileges or preemptive or other rights or agreements outstanding to purchase or otherwise acquire any shares of Company capital stock Capital Stock or any securities or debt convertible into or exchangeable for Company capital stock Capital Stock or obligating Company to grant, extend or enter into any such option, warrant, call, commitment, conversion privileges or preemptive or other right or agreement. There are no voting agreements, registration rights, rights of first refusal, preemptive rights, co-sale rights, notice rights, information rights, tag-along rights, redemption rights or other restrictions applicable to any outstanding securities of Company. Company is not under any obligation to register under the 1933 Act any of its presently outstanding shares of stock or other securities or any stock or other securities that may be subsequently issued.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Silicon Image Inc)

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