Common use of Outstanding Options Clause in Contracts

Outstanding Options. Upon a Change in Control in which the Corporation is the surviving corporation, a Participant’s then-outstanding Options that are not vested shall immediately become fully vested (and, to the extent applicable, all performance conditions shall be deemed satisfied as if target performance were achieved) and exercisable over the exercise period set forth in the applicable Award Agreement. Upon a Change in Control in which the Corporation is not the surviving corporation, a Participant’s then-outstanding Options shall become fully vested and exercisable for such period of time prior to the Change in Control as is deemed fair and equitable by the Committee and shall terminate at the effective time of the Change in Control. The Committee shall provide written notice of the period of accelerated exercisability of Options to all affected Participants. The exercise of any Option whose exercisability is accelerated as provided in this paragraph (a) shall be conditioned upon the consummation of the Change in Control and shall be effective only immediately before such consummation. Alternatively, the Committee may elect to cancel such Options and pay the Participant an amount of cash (less normal withholding taxes) equal to the excess of (i) the value, as determined by the Committee, of the consideration (including cash) received by the holder of a share of Stock as a result of the Change in Control (or if the Corporation's stockholders do not receive any consideration as a result of the Change in Control, the Fair Market Value of a share of Stock on the day immediately prior to the Change in Control) over (ii) the per-share Exercise Price of such Option, multiplied by the number of shares of Stock subject to such Award. No payment shall be made to a Participant for any Option if the Exercise Price for such Option exceeds the value, as determined by the Committee, of the consideration (including cash) received by the holder of a share of Stock as a result of the Change in Control.

Outstanding Options. Upon (a) The Offeror and the Company agree that, between the date hereof and the Take-Up Date, subject to the terms of the Company’s Stock Option Plan and the receipt of any necessary approvals and to Securities Laws, the Company may take such actions as may be necessary or desirable, including amending the terms of any Options and the Company’s Stock Option Plan, to provide that all Options vest no later than immediately prior to the Take-Up Date and that each holder of vested Options shall be entitled to exercise such Options, in accordance with their terms, and thereby acquire Common Shares and, for that purpose, the Company may establish a Change facility pursuant to which holders of Options may borrow the funds necessary for the exercise of Options to permit all Common Shares issuable pursuant to such Options to be deposited under the Offer on terms that, among other things, result in Control the consideration received for such Common Shares being immediately applied to repay such borrowings. (b) The Offeror and the Company agree that all Options tendered to the Company for exercise, surrender or cancellation, conditional upon the Offeror taking up the Common Shares under the Offer (a “Conditional Option Exercise”), shall be deemed to have been exercised or surrendered immediately prior to the take-up of the Common Shares by the Offeror. The Offeror shall accept as validly tendered under the Offer all of the Common Shares to be issued pursuant to the Conditional Option Exercise, provided that the holders of such Options confirm to the Company and the Offeror that such Common Shares are tendered pursuant to the Offer and provided that such holders have irrevocably agreed to surrender any of their remaining Options to the Company for cancellation effective on the Take-Up Date. (c) The Company agrees that it will use commercially reasonable efforts to allow all outstanding Options to be either exercised, terminated, surrendered, cancelled or expire prior to the Take-Up Date, provided that, except as provided in which Section 2.9(a) or Section 2.9(b), the Corporation is Company shall not pay the surviving corporationholders any amount in consideration therefor without the prior approval of the Offeror, a Participant’s then-and the Company shall not grant any additional Options or other rights to purchase or acquire Common Shares, or make any amendments to outstanding Options without the prior written consent of the Offeror. (d) The Company agrees to use reasonable commercial efforts to obtain as soon as practicable, and in any event prior to the Effective Time, the irrevocable agreement of all holders of Options that any Options that are not vested shall immediately become fully vested (and, to the extent applicable, all performance conditions shall be deemed satisfied as if target performance were achieved) and exercisable over the exercise period set forth in the applicable Award Agreement. Upon a Change in Control in which the Corporation is not the surviving corporation, a Participant’s then-outstanding Options shall become fully vested and exercisable for such period of time converted or exercised prior to the Change Take-Up Date shall either be surrendered or terminated or otherwise dealt with in Control as is deemed fair and equitable by the Committee and shall terminate at the effective time of the Change in Control. The Committee shall provide written notice of the period of accelerated exercisability of Options to all affected Participants. The exercise of any Option whose exercisability is accelerated as provided in this paragraph (a) shall be conditioned upon the consummation of the Change in Control and shall be effective only immediately before such consummation. Alternatively, the Committee may elect to cancel such Options and pay the Participant an amount of cash (less normal withholding taxes) equal a manner satisfactory to the excess of (i) the value, as determined by the Committee, of the consideration (including cash) received by the holder of a share of Stock as a result of the Change in Control (or if the Corporation's stockholders do not receive any consideration as a result of the Change in Control, the Fair Market Value of a share of Stock on the day immediately Offeror prior to the Change Take-Up Date. (e) The Offeror agrees to co-operate and make all such tendering or other arrangements with the Company to facilitate the exercise, conditional exercise, cancellation or surrender of Options and the deposit, pursuant to the Offer, of all Common Shares issued in Controlconnection therewith prior to the Expiry Time. (f) over The Company shall promptly notify the Offeror in writing of any exercise or surrender of Options pursuant to in Section 2.9(a) or Section 2.9(b). Such notice shall include full particulars of each such exercise or surrender. (iig) Notwithstanding any of the per-share Exercise Price of foregoing, the Company shall withhold and remit to the relevant Governmental Authority any amounts necessary in compliance with applicable Law and in connection therewith shall withhold such Option, multiplied by the number of shares Common Shares issuable upon the exercise, conversion or exchange of any Convertible Securities, including Options, as may be necessary to satisfy the Company’s withholding obligations under applicable Law; and the Company shall use commercially reasonable efforts to take or cause to be taken all actions necessary to amend the Company’s Stock subject Option Plan in accordance with the foregoing. (h) The Offeror acknowledges and agrees that the Offeror, the Company or any other Person or entity that makes a cash payment to a holder of Options in connection with the cancellation, surrender or termination of the Options as described herein will forego any deduction under the Tax Act with respect to such Award. No payment shall be made to a Participant for any Option if and will comply with the Exercise Price for such Option exceeds the value, as determined by the Committee, requirements described in subsection 110(1.1) of the consideration (including cash) received by the holder of a share of Stock as a result of the Change in ControlTax Act.