Outstanding Company Options Clause Samples

Outstanding Company Options. Neither Parent nor the Surviving Corporation will assume or substitute options for any of the Company Options outstanding and unexercised pursuant to the Company's 1996 Stock Option Plan (the "1996 Option Plan") and the Company's 1999 Stock Option Plan as amended and restated (the "1999 Option Plan"). Accordingly, pursuant to Section 11(c) of the 1996 Option Plan and Section 13(c) of the 1999 Option Plan, respectively, on or before the date that is 18 days prior to the anticipated Closing Date, the Company shall take all necessary actions (including providing all required notices) to ensure that each outstanding Company Option, whether vested or unvested, that is then outstanding and unexercised pursuant to either such plan shall be fully vested and exercisable for a period of fifteen (15) days from the date of such notice (the "Option Exercise Period") and that each of the 1996 Option Plan and the 1999 Option Plan shall terminate upon expiration of the Option Exercise Period. The parties shall take steps to enable the holder of each Company Option to exercise the Company Option net of the exercise price and receive in respect thereof the Per Share Consideration and the Per Share Dividend Amount net of the exercise price thereof. 4. Section 4.1(e) of the Merger Agreement is hereby amended in its entirety to read as follows:

Outstanding Company Options. At the Effective Time, each outstanding option to purchase Company Common Stock granted under the Company’s 2007 Stock Option and Performance Awards Plan (the “Company Option Plan”), which has not previously expired or been exercised in full, whether or not vested or exercisable on the Closing Date, shall be assumed by Parent. Pursuant to such assumption, holders of such assumed options shall be entitled to receive in respect of each share of Company Common Stock subject to such assumed options, after the Effective Time, options (“Merger Options”) to purchase that number of shares of Parent Common stock obtained by multiplying (x) the number of shares of Company Common Stock issuable under such assumed option by (y) the Exchange Ratio (defined below), at an exercise price equal to the exercise price of such assumed option divided by the Exchange Ratio and otherwise on the same terms and conditions as those contained in such assumed option. For the avoidance of doubt, and notwithstanding anything to the contrary contained herein, under no circumstances shall any such assumed options accelerate with respect to the vesting thereof by virtue of, in anticipation of or otherwise in connection with the Merger or the transactions contemplated by this Agreement. For purposes of this Agreement, “Exchange Ratio” shall mean the ratio obtained by dividing (x) the number of shares equal to the Merger Consideration by (y) the sum of the number shares of the Company Common Stock and the Company Preferred Stock issued and outstanding immediately prior to the Effective Time and the number of shares of Company Common Stock issuable upon exercise of all such Merger Options and Parent Warrants.

Outstanding Company Options. At the Effective Time, each outstanding option to purchase Company Common Stock granted under the Company’s 2007 Stock Option

Outstanding Company Options. Parent shall not assume any, or a portion of any, Company Option. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, Company or the holders of Company Options, each Company Option shall be either exercised by the option holder or cancelled and extinguished and automatically converted into the right to receive an amount in cash from the Surviving Corporation equal to the positive product obtained by multiplying (x) the aggregate number of Shares that were issuable upon exercise of such Company Option immediately prior to the Effective Time and (y) the excess, if any, of the Merger Consideration over the per share exercise price of such Company Option (the “Option Consideration”). For the avoidance of doubt, each Company Option having a per share exercise price equal to or greater than the Merger Consideration shall at the Effective Time automatically be canceled and extinguished without the conversion thereof or the payment of any consideration therefor. The payment of the Option Consideration to the holder of a Company Option shall be reduced by any income or employment tax withholding required under the Code or any provision of state, local or foreign tax Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of such Company Option. Prior to the Effective Time, Company shall take all action necessary to effect the terminations anticipated by this Section 5.9(a) under any outstanding Company Options, including, but not limited to, any actions required by the applicable Company Stock Plan.