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. 4.2(a) Parent Voting Agreement..............................................................................
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. 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. After taking into account the provisions of Sections 6.1 and 6.2, Parent shall grant to Transferred Employees an additional number of options to purchase Parent Common Stock such that the total number of options to purchase Parent Common Stock under this Article VI shall be equal to 518,000. Options under this Section 6.3 shall be granted no later than the last Tuesday of the calendar month following the Closing Date.
Parent Stock Options. (a) A pool of options to purchase up to 190,000 shares of Parent Common Stock (the "Company Option Pool"), shall be granted to Company employees, except for Xxxx Xxxxxxx, immediately following the Effective Time. The exercise price of such options shall be at fair market value at the time of grant. Such option pool shall be allocated to any employees of the Company in such amounts as have been agreed to by the Company and Parent. The options granted pursuant to the Company Option Pool shall vest in accordance with typical vesting periods applicable to options issued by Parent and shall be issued as "incentive stock options" pursuant to Internal Revenue Code Section 422 to the maximum exteht permitted under such section.
(b) An option to purchase 180,000 shares of Parent Common Stock shall be granted to Xxxx Xxxxxxx immediately following the Effective Time with an exercise price equal to the fair market value at the time of grant. Such option shall have the terms set forth in Section 2(e) of Xxxx Xxxxxxx'x Employment and Non-Competition Agreement.
Parent Stock Options. 27 4.10 Expenses.......................................................... 28 4.11
