Parent Stock Options. At the Effective Time, each compensatory option to purchase shares of Parent Common Stock (a “Parent Stock Option”) that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall be converted into a stock option in respect of shares of Holdco Common Stock, on the same terms and conditions as were applicable under such Parent Stock Option immediately prior to the Effective Time (including with respect to vesting), relating to the number of shares of Holdco Common Stock equal to the total number of shares of Parent Common Stock subject to such Parent Stock Option immediately prior to the Effective Time and with an exercise price per share of Holdco Common Stock equal to the exercise price per share of Parent Common Stock subject to such Parent Stock Option immediately prior to the Effective Time.
Parent Stock Options. Immediately prior to the Effective Time, Parent shall take all actions necessary with respect to those outstanding options to purchase up to 8,500 shares of Parent Common Stock granted to current or former employees of Parent pursuant to the Parent’s 2000 Equity Incentive Plan (the “Parent Stock Options”), to cancel options to purchase 6,234 shares of Parent Common Stock and thereafter all rights relating to such cancelled options shall be extinguished, and the shareholders of the Parent shall take actions pursuant to such plan to cause such remaining options to be exercisable for 268,343 shares of Subsidiary Common Stock subsequent to the Effective Time. At the Effective Time, Subsidiary shall assume such remaining Parent Stock Options.
Parent Stock Options. As of a Business Day no earlier than 30 days prior to the First Effective Time, each outstanding Parent Stock Option will become vested in full. Immediately prior to the First Effective Time, each Parent Stock Option that is then outstanding, (A) if the exercise price of such Parent Stock Option is equal to or greater than the Per Share Parent Value, shall terminate and be cancelled as of immediately prior to the First Effective Time, without any consideration being payable in respect thereof, and have no further force or effect; and (B) if the exercise price of such Parent Stock Option is less than the Per Share Parent Value, such Parent Stock Option shall be fully vested and terminate and be cancelled as of immediately prior to the First Effective Time in exchange for the right to receive, in accordance with this Section 2.3(a), the Parent Merger Consideration based on a number of shares determined by dividing (x) the product of the number of shares of Parent Common Stock underlying such Parent Stock Option multiplied by the excess of the Per Share Parent Value over the exercise price of the Parent Stock Option, divided by (y) the Per Share Parent Value, as applicable. Following the First Effective Time, no Parent Stock Option that was outstanding immediately prior to the First Effective Time shall remain outstanding and each former holder of a Parent Stock Option will cease to have any rights with respect thereto, except to receive the consideration (if any) set forth in this Section 2.3(a) in exchange for such Parent Stock Option, as applicable, in accordance with this Section 2.3(a). Notwithstanding any other provision of this Agreement, all Parent Stock Options shall be treated in a manner so as not to result in the incurrence of a penalty tax under Section 409A of the Code. To the extent applicable, transactions with respect to Parent Stock Options shall be subject to the withholding requirements as provided in Section 2.3(f). For purposes of this Agreement, the “Per Share Parent Value” means the volume-weighted average price, rounded to the nearest one-tenth of a cent, of a share of Parent Common Stock on Nasdaq (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by the parties) in respect of the five (5) consecutive trading day period beginning at 9:30 am (New York City time) on the first day of such trading day period and ending at 4:00 pm (New York City time) on the third full trading day...
Parent Stock Options. After the Parent Stockholder Approval, but prior to the Effective Time, each Parent Stock Option outstanding under the Parent's 1990 Stock Plan (the "Parent 1990 Options") held by an optionee who has not waived in writing his right to a cash settlement of such Parent 1990 Options will be converted into a right to receive that number of shares of Parent Common Stock determined below. For each holder, the value of each Parent 1990 Option, which shall equal the excess of (a) the closing price of a share of Parent Common Stock on the day immediately prior to the date the Parent Stockholder Approval is obtained (the "Parent Closing Value") over (b) the per share exercise price of each such Parent 1990 Option shall be determined, and multiplied by 100% (the "Parent Adjusted Cash Value"). The number of shares of Parent Common Stock issuable to each such holder shall be equal to the quotient of the (i) Parent Adjusted Cash Value divided by (ii) the Parent Closing Value, and represent the fair value settlement value of all rights thereunder.
Parent Stock Options. At the First Effective Time, by virtue of the First Merger and without any action on the part of the holders thereof, each Parent Stock Option granted under any Parent Stock Plan that is outstanding as of immediately prior to the First Effective Time shall be assumed by HoldCo and shall be converted into an option to purchase HoldCo Common Stock (a “HoldCo Stock Option”) with the same terms and conditions (including with respect to vesting) applicable to the corresponding Parent Stock Option under the applicable Parent Stock Plan and Parent Equity Award as of immediately prior to the First Effective Time.
Parent Stock Options. 4.2(a) Parent Voting Agreement..............................................................................
Parent Stock Options. Promptly following the Effective Time, Parent shall issue to the Company employees, pursuant to the terms and conditions of the Parent Option Plan, options to purchase 1,332,500 shares of Parent Common Stock (the “Retention Option Pool”). The Retention Option Pool shall be allocated among the Company employees as determined by Xxxxx Xxxx.
Parent Stock Options. All options to purchase shares of Parent Common Stock outstanding as of the date hereof shall, notwithstanding any provision to the contrary in the relevant stock option agreement between the holder and Parent and/or the relevant Parent stock option plan, continue in full force and effect and otherwise remain subject to the terms and conditions of the relevant stock option agreement and the relevant Parent stock option plan. Parent hereby expressly assumes and affirms the continuation, following completion of the Exchange, of all options to purchase shares of Parent Common Stock outstanding as of the date hereof, and acknowledges and affirms that such options shall otherwise remain subject to the terms and conditions of the relevant stock option agreement and the relevant Parent stock option plan.
Parent Stock Options. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each compensatory option to purchase shares of Parent Common Stock (a “Parent Stock Option”), whether vested or unvested, that is outstanding and unexercised as of immediately prior to the Effective Time shall be assumed by New Parent and shall be converted into an option (a “New Parent Stock Option”), with the same terms and conditions as applied to the corresponding Parent Stock Option as of immediately prior to the Effective Time, to acquire (i) that number of whole shares of New Parent Common Stock equal to the number of shares of Parent Common Stock subject to such Parent Stock Option as of immediately prior to the Effective Time, (ii) at an exercise price per share of New Parent Common Stock equal to the exercise price per share of Parent Common Stock of such Parent Stock Option.
Parent Stock Options. The Company shall cause Parent to issue to the Executive stock options in Parent (or any successor entity thereto) equal to [ ] percent (3%) ownership of Parent on a fully-diluted basis as of the Effective Date (the “Parent Stock Option Grant”). The Parent Stock Option Grant shall vest in 12 equal tranches upon achieving 12 share price milestones (to be set forth in the grant documentation), and upon achieving a 10x growth in share price from the exercise price of the Parent Stock Option Grant, the options shall be fully vested. The Parent Stock Option Grant shall have an exercise price equal to the greater of (a) $10.00 per share or (b) the average daily closing price of Parent’s ordinary shares for the first 60 trading days following the Effective Date; provided, however, that in no event shall the exercise price be less than the fair market value of NOVA’s ordinary shares on the date of grant. The Parent Stock Option Grant shall be subject to the other terms applicable to other executives of Parent, and shall be subject to the Executive’s entry into customary stock option grant agreements and compliance with Parent’s stock option plan documents.
