Options; Warrants. (a) As of the Effective Time, all options to purchase Company Common Stock issued by the Company, whether vested or unvested, (the “Old Options”) shall be automatically converted to become options to purchase shares of Parent Common Stock (“Parent Options”) without further action by the holder thereof, all in accordance with the applicable provisions of the Company’s currently effective incentive stock option plan (the “Option Plan”). Each Parent Option shall constitute an option to acquire the same number of shares of Parent Common Stock as is equal to the number of Company Common Stock subject to the unexercised portion of the Old Options (as adjusted for the Stock Dividend) (with any fraction resulting from such multiplication to be rounded down to the nearest whole number [share]). The exercise price per share of each Parent Option shall be the same as the current exercise price of such Old Option as adjusted pursuant to the Stock Dividend (with any fraction resulting from such multiplication to be rounded up to the nearest whole cent). Upon conversion, each Parent Option shall be subject to the same terms and conditions applicable to the corresponding Old Option immediately prior to the conversion thereof including, without limitation, exercisability, vesting schedule, and status as an “incentive stock option” under Section 422 of the Code, if applicable, and the Parent shall assume and adopt the Option Plan. It is the Parties intention that any Old Options intended to be “incentive stock options” under Section 422 of the Code shall remain incentive stock options as Parent Options. The Old Options shall be converted in accordance with the applicable requirements of Section 409A and Section 424 of the Code and the regulations promulgated thereunder so that the conversion will not be treated as a new grant or modification under Section 409A of the Code, and the regulations thereunder, and will qualify as a substitution or assumption under Section 424 of the Code, and the regulations thereunder. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Old Options, notices describing the conversion of such Old Options, and the agreements evidencing the Old Options shall continue in effect on the same terms and conditions. Prior to the Effective Time, Parent shall reserve for issuance the number of shares of Parent Common Stock necessary to satisfy Parent’s obligations hereunder. (b) As of the Effective Time, all warrants to purchase Company Common Stock issued by the Company, whether vested or unvested, (the “Old Warrant” and together with the Old Options, the “Old Securities”) shall be automatically converted to become warrants to purchase shares of Parent Common Stock (“Parent Warrant”) without further action by the holder thereof, all in accordance with the applicable provisions of the Old Warrant. The Parent Warrant shall constitute a warrant to acquire the same number of shares of Parent Common Stock as is equal to the number of Company Common Stock subject to the unexercised portion of the Old Warrant (as adjusted for the Stock Dividend) (with any fraction resulting from such multiplication to be rounded down to the nearest whole number). The strike price per share of each Parent Warrant shall be the same as the current strike price of such Old Warrant as adjusted pursuant to the Stock Dividend. (c) As soon as practicable after the Effective Time, the Parent or the Surviving Corporation shall take appropriate actions to collect the Old Securities and the agreements evidencing the Old Securities, which shall be deemed to be canceled and shall entitle the holder to exchange the Old Securities for Parent Options and Parent Warrants in the Parent. (d) The 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 the Parent Options and Parent Warrants to be issued for Old Securities in accordance with this Section 3.3.
Appears in 1 contract
Samples: Merger Agreement (Pacific Syndicated Resources, Inc.)
Options; Warrants. (a) As of the Effective Time, all options to purchase Company Common Stock issued by the Company, whether vested or unvested, (the “Old Options”) shall be automatically converted to become options to purchase shares of Parent Common Stock (“Parent Options”) without further action by the holder thereof, all in accordance with the applicable provisions of the Company’s currently effective incentive stock option plan (the plan(the “Option Plan”). Each Parent EachParent Option shall constitute an option to acquire the same number of shares of Parent Common Stock as is equal to the number of Company Common Stock subject to the unexercised portion of the Old Options (as adjusted for the Stock Dividend) (with Options(with any fraction resulting from such multiplication to be rounded down to the nearest whole number [share]). The exercise price per share of each Parent Option shall be the same as the current exercise price of such Old Option as adjusted pursuant to the Stock Dividend (with any fraction resulting from such multiplication to be rounded up to upto the nearest whole centwholecent). Upon conversion, each Parent Option shall be subject to the same terms and conditions applicable to the corresponding Old Option immediately prior to the conversion thereof including, without limitation, exercisability, vesting schedule, and status as an “incentive stock option” under Section 422 of the Code, if applicable, and the Parent shall assume and adopt the Option Plan. It is the Parties intention that any Old Options intended to be “incentive stock options” under Section 422 of the Code shall remain incentive stock options as Parent Options. The Old Options shall be converted in accordance with the applicable requirements of Section 409A and Section 424 of the Code and the regulations promulgated thereunder so that the conversion will not be treated as a new grant or modification under Section 409A of the Code, and the regulations thereunder, and will qualify as a substitution or assumption under Section 424 of the Code, and the regulations thereunder. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Old Options, notices describing the conversion of such Old Options, and the agreements evidencing the Old Options shall continue in effect on the same terms and conditions. Prior to the Effective Time, Parent shall reserve for issuance the number of shares of Parent Common Stock necessary to satisfy Parent’s obligations hereunder.
(b) As of the Effective Time, all warrants to purchase Company Common Stock issued by the Company, whether vested or unvested, (the “Old Warrant” and together with the Old Options, the “Old Securities”) shall be automatically converted to become warrants to warrantsto purchase shares of Parent Common Stock (“Parent Warrant”) without further action by the holder thereof, all in accordance with the applicable provisions of the Old theOld Warrant. The Parent Warrant shall constitute a warrant to acquire the same number of shares of Parent Common Stock as is equal to the number of Company Common Stock subject to the unexercised portion of the Old Warrant (as adjusted for the Stock Dividend) (with any fraction resulting from such multiplication to be rounded down to the nearest whole number). The strike price strikeprice per share of each Parent Warrant shall be the same as the current strike price of such Old Warrant as adjusted pursuant to the Stock DividendWarrant.
(c) As soon as practicable after the Effective Time, the Parent or the Surviving Corporation shall take appropriate actions to collect the Old Securities and the agreements evidencing the Old Securities, which shall be deemed to be canceled and shall entitle the holder to exchange the Old Securities for Parent Options and Parent Warrants in the Parent.
(d) The 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 the Parent Options and Parent Warrants to be issued for Old Securities in accordance with this Section 3.3.
Appears in 1 contract
Samples: Merger Agreement (Innovative Consumer Products, Inc.)
Options; Warrants. (a) As of the Effective Time, all options to purchase Company Galaxy Common Stock issued by the CompanyGalaxy, whether vested or unvested, (the “Old Options”) shall be automatically converted to become options to purchase shares of Parent Company Common Stock (“Parent Company Options”) without further action by the holder thereof, all in accordance with the applicable provisions of the CompanyGalaxy’s currently effective incentive stock option plan (the “Option Plan”). Each Parent Company Option shall constitute an option to acquire the same number of shares of Parent Company Common Stock as is equal to the number of Company shares of Galaxy Common Stock subject to the unexercised portion of the Old Options (as adjusted for the Stock Dividend) (with any fraction resulting from such multiplication to be rounded down to the nearest whole number [share]). The exercise price per share of each Parent Company Option shall be the same as the current exercise price of such Old Option as adjusted pursuant to the Stock Dividend (with any fraction resulting from such multiplication to be rounded up to the nearest whole cent). Upon conversion, each Parent Company Option shall be subject to the same terms and conditions applicable to the corresponding Old Option immediately prior to the conversion thereof including, without limitation, exercisability, vesting schedule, and status as an “incentive stock option” under Section 422 of the Code, if applicable, and the Parent Company shall assume and adopt the Option Plan. It is the Parties intention that any Old Options intended to be “incentive stock options” under Section 422 of the Code shall remain incentive stock options as Parent Company Options. The Old Options shall be converted in accordance with the applicable requirements of Section 409A and Section 424 of the Code and the regulations promulgated thereunder so that the conversion will not be treated as a new grant or modification under Section 409A of the Code, and the regulations thereunder, and will qualify as a substitution or assumption under Section 424 of the Code, and the regulations thereunder. As soon as practicable after the Effective Time, Parent the Company shall deliver to the holders of Old Options, notices describing the conversion of such Old Options, and the agreements evidencing the Old Options shall continue in effect on the same terms and conditions. Prior to the Effective Time, Parent the Company shall reserve for issuance the number of shares of Parent Company Common Stock necessary to satisfy Parentthe Company’s obligations hereunder.
(b) As of the Effective Time, all warrants to purchase Company Galaxy Common Stock issued by the CompanyGalaxy, whether vested or unvested, (the “Old Warrant” and together with the Old Options, the “Old Securities”) shall be automatically converted to become warrants to purchase shares of Parent Company Common Stock (“Parent Company Warrant”) without further action by the holder thereof, all in accordance with the applicable provisions of the Old Warrant. The Parent Company Warrant shall constitute a warrant to acquire the same number of shares of Parent Company Common Stock as is equal to the number of Company shares of Galaxy Common Stock subject to the unexercised portion of the Old Warrant (as adjusted for the Stock Dividend) (with any fraction resulting from such multiplication to be rounded down to the nearest whole number). The strike price per share of each Parent Company Warrant shall be the same as the current strike price of such Old Warrant as adjusted pursuant to the Stock DividendWarrant.
(c) As soon as practicable after the Effective Time, the Parent or the Surviving Corporation Galaxy shall take appropriate actions to collect the Old Securities and the agreements evidencing the Old Securities, which shall be deemed to be canceled and shall entitle the holder to exchange the Old Securities for Parent Company Options and Parent Warrants in the ParentCompany Warrants.
(d) The Parent Company shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Company Common Stock for delivery upon exercise of the Parent Company Options and Parent Company Warrants to be issued for Old Securities in accordance with this Section 3.3.
Appears in 1 contract
Samples: Share Exchange Agreement (Secured Diversified Investment LTD)
Options; Warrants. (a) As of the Effective Time, all the Company warrants that no options to purchase Company Common Stock issued by the Company, whether vested shall exist, and that further, with the sole exception of the warrants described in subsection (b) hereto, no convertible securities or unvested, (the “Old Options”) shall be automatically converted to become options other rights to purchase shares of Parent Common Stock (“Parent Options”) without further action by the holder thereof, all in accordance with the applicable provisions of the Company’s currently effective incentive stock option plan (the “Option Plan”). Each Parent Option shall constitute an option to acquire the same number of shares of Parent Common Stock as is equal to the number of Company Common Stock subject to the unexercised portion of the Old Options (as adjusted for the Stock Dividend) (with any fraction resulting from such multiplication to be rounded down to the nearest whole number [share]). The exercise price per share of each Parent Option shall be the same as the current exercise price of such Old Option as adjusted pursuant to the Stock Dividend (with any fraction resulting from such multiplication to be rounded up to the nearest whole cent). Upon conversion, each Parent Option shall be subject to the same terms and conditions applicable to the corresponding Old Option immediately prior to the conversion thereof including, without limitation, exercisability, vesting schedule, and status as an “incentive stock option” under Section 422 of the Code, if applicable, and the Parent shall assume and adopt the Option Plan. It is the Parties intention that any Old Options intended to be “incentive stock options” under Section 422 of the Code shall remain incentive stock options as Parent Options. The Old Options shall be converted in accordance with the applicable requirements of Section 409A and Section 424 of the Code and the regulations promulgated thereunder so that the conversion will not be treated as a new grant or modification under Section 409A of the Code, and the regulations thereunder, and will qualify as a substitution or assumption under Section 424 of the Code, and the regulations thereunder. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Old Options, notices describing the conversion of such Old Options, and the agreements evidencing the Old Options shall continue in effect on the same terms and conditions. Prior to the Effective Time, Parent shall reserve for issuance the number of shares of Parent Common Stock necessary to satisfy Parent’s obligations hereunder.exist,
(b) As of the Effective Time, all warrants to purchase 2,730,000 shares of Company Common Stock shall be issued and outstanding by the Company. Those warrants, whether vested or unvested, (the “Old Warrant” and together with the Old Options, or the “Old Securities”) shall be automatically converted to become warrants to purchase shares of Parent Common Stock (“Parent Warrant”) without further action by the holder thereof, all in accordance with the applicable provisions of the Old Warrant. The Parent Warrant shall constitute a warrant to acquire the same number of shares of Parent Common Stock as is equal to the number of Company Common Stock subject to the unexercised portion of the Old Warrant (as adjusted for the Stock Dividend) (with any fraction resulting from such multiplication to be rounded down to the nearest whole number), adjusted for the exchange ratio set forth in section 3.1(b). The strike price per share of each Parent Warrant shall be the same as the current strike price of such Old Warrant, adjusted for the exchange ratio set forth in section 3.1(b). The expiration date on each Parent Warrant shall be the same as adjusted pursuant to the Stock Dividendcurrent expiration date of such Old Warrant.
(c) As soon as practicable after the Effective Time, the Parent or the Surviving Corporation shall take appropriate actions to collect the Old Securities and the agreements evidencing the Old Securities, which shall be deemed to be canceled and shall entitle the holder to exchange the Old Securities for Parent Options and Parent Warrants in the Parent.
(d) The 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 the Parent Options and Parent Warrants to be issued for Old Securities in accordance with this Section 3.3.
Appears in 1 contract