Common use of Options; Stock Plans Clause in Contracts

Options; Stock Plans. (a) At the Effective Time, each then outstanding option to purchase Common Stock, whether or not otherwise vested and exercisable (a "Stock Option") shall be cancelled by the Company and in consideration of such cancellation and except to the extent that Parent and the holder of any such Stock Option otherwise agree, the Company shall pay to such holders of Stock Options an amount in respect thereof equal to the product of (A) the excess, if any, of (i) the Merger Consideration over (ii) the exercise price per Share subject to such Stock Option and (B) the number of Shares subject to such Stock Option immediately prior to its cancellation. Such payment shall be less any required withholding taxes and without interest. (b) The Company shall ensure that following the date hereof (i) no further issuance, transfer or grant of any capital stock of the Company or any interest in respect of any capital stock of the Company shall be made under the Company Stock Incentive Plan and (ii) no holder of a Stock Option or any participant in any employee incentive or benefit plans or programs or arrangements or non-employee director plans maintained by the Company shall have any right thereunder to acquire any capital stock of the Company, Parent or the Surviving Corporation. (c) Prior to the consummation of the Offer, the Company shall, if necessary, amend the terms of the Company Stock Incentive Plan to give effect to the provisions of this Section 4.2.

Options; Stock Plans. (a) At Upon consummation of the Effective TimeOffer, each then outstanding option to purchase Common StockShares, whether or not otherwise vested and exercisable (a "Stock Option") shall be cancelled by the Company and in consideration of such cancellation and except to the extent that Parent and the holder of any such Stock Option otherwise agree, the Company shall pay to such holders of Stock Options an amount in respect thereof equal to the product of (A) the excess, if any, of (i) the Merger Consideration over (ii) the exercise price per Share subject to such Stock Option and (B) the number of Shares subject to such Stock Option immediately prior to its cancellation. Such payment shall be less any required withholding taxes and without interest. (b) The Company shall be entitled to draw down on any of its existing credit agreements an amount equal to the aggregate amount to be paid pursuant to Section 3.2(a), before deducting any required withholding taxes. If sufficient funding for such payment is not available under the Company's credit lines, Parent agrees to make available to the Company as a loan sufficient funds, when combined with funds available under the Company's credit lines, to make the payment required by this Section 3.2. (c) Except as otherwise permitted under the terms of this Agreement, the Company shall ensure that following the date hereof consummation of the Offer (i) no further issuance, transfer or grant of any capital stock of the Company Surviving Corporation or any interest in respect of any capital stock of the Company Surviving Corporation shall be made under the Company Stock Incentive Plan and (ii) no holder of a Stock Option or any participant in any employee incentive or benefit plans or programs or arrangements or non-employee director plans maintained by the Company shall have any right thereunder to acquire any capital stock of the Company, Parent or the Surviving Corporation. (cd) Prior to the consummation of the Offer, the Company shall, if necessary, amend the terms of the Company Stock Incentive Plan to give effect to the provisions of this Section 4.23.2.

Options; Stock Plans. (a) At the Effective Time, each then outstanding option to purchase Common Stock, whether or not otherwise vested and exercisable (a "Stock Option") ------------ shall be cancelled by the Company and in consideration of such cancellation and except to the extent that Parent and the holder of any such Stock Option otherwise agree, the Company shall pay to such holders of Stock Options an amount in respect thereof equal to the product of (A) the excess, if any, of (i) the Merger Consideration over (ii) the exercise price per Share subject to such Stock Option and (B) the number of Shares subject to such Stock Option immediately prior to its cancellation. Such payment shall be less any required withholding taxes and without interest. (b) The Company shall ensure that following the date hereof (i) no further issuance, transfer or grant of any capital stock of the Company or any interest in respect of any capital stock of the Company shall be made under the Company Stock Incentive Plan and (ii) no holder of a Stock Option or any participant in any employee incentive or benefit plans or programs or arrangements or non-employee director plans maintained by the Company shall have any right thereunder to acquire any capital stock of the Company, Parent or the Surviving Corporation. (c) Prior to the consummation of the Offer, the Company shall, if necessary, amend the terms of the Company Stock Incentive Plan to give effect to the provisions of this Section 4.2.