Rollover Options. Notwithstanding anything herein to the contrary, in the event of a Merger of Equals all Options granted hereunder shall become immediately exercisable by the Optionee and the Options shall be converted into options to purchase the stock of the company which other shareholders of Xxxxxx-Xxxxxxx Company receive in the transaction (the 'Rollover Options'). The Rollover Options shall be subject to the same terms and conditions as those applicable to the Options held prior to the Merger of Equals, including, but not limited to, exercisability and Option Period, except as hereinafter provided. If the Aggregate Value consists only of shares of a publicly traded security ('New Security'), each Rollover Option shall entitle the holder to purchase the number of shares of New Security which is equal to the product of (a) the Exchange Ratio (as hereinafter defined) and (b) the number of shares of Common Stock subject to the Option immediately prior to the effective date of the Merger of Equals (rounded to the nearest full number of shares). The exercise price for each Rollover Option shall be the exercise price per share of each Option divided by the Exchange Ratio (rounded to the nearest full cent). For purposes hereof, 'Exchange Ratio' shall mean the ratio for exchanging Common Stock held by the stockholders of Xxxxxx-Xxxxxxx Company for shares of New Security which is set forth in the definitive agreement pertaining to the transaction. If the Aggregate Value consists of consideration other than New Securities, the Board shall make appropriate adjustments to the number of Rollover Options and the exercise price thereof. In addition, with respect to Options granted after March 25, 1997, if an optionee who is not 55 years old is terminated within three (3) years following the Merger of Equals (for a reason other than 'Termination for Just Cause,' as defined in the Xxxxxx-Xxxxxxx Company Enhanced Severance Plan), such optionee's Options shall remain exercisable notwithstanding such termination of employment by the Company or any successor or its affiliates and such Options shall be exercisable until two years following the termination of employment, but in no event after the expiration of the Option Period.
Rollover Options. At the Effective Time, each option (and any stock appreciation right associated therewith) to purchase a share of Company Common Stock other than a Cash-Out Option (a “Rollover Option,” collectively, the “Rollover Options” and, together with the Cash-Out Options, the “Options”) outstanding and unexercised as of the Effective Time granted pursuant to the Company Stock Option Plans , whether or not vested or exercisable, shall cease to represent a right to acquire shares of Company Common Stock and shall be converted into an option to acquire a number of common shares of Parent (“Parent Common Shares”), at a per share exercise price, as provided below (a “Converted Option”):
(A) the number of Parent Common Shares to be subject to the Converted Option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the Option multiplied by (y) the Exchange Ratio (as defined below), provided that any fractional Parent Common Shares resulting from such multiplication shall be rounded down to the nearest whole share; and
(B) the exercise price per Parent Common Share under the Converted Option shall be equal to (x) the exercise price per share of Company Common Stock under the Option divided by (y) the Exchange Ratio, provided that such exercise price shall be rounded up to the nearest cent.
Rollover Options. The Rollover Options shall be governed by the terms and conditions, including vesting terms and applicable Performance Criteria (if any), that applied to such Rollover Options immediately before being assumed by the Company, provided that, in case of any inconsistency between those terms and conditions and this Plan, the provisions of this Plan shall prevail.
Rollover Options. Concurrent with Holding's adoption of a stock option plan and in accordance with that certain Amendment of Option Agreement, dated as of September 30, 1998, by and between Upgrade Corporation of America (d/b/a SOFTBANK Services Group), Holding will acknowledge its assumption of obligations under such Amendment of Option Agreement and will recognize Executive's ownership of ________ options to purchase ___________ shares of Common Stock (the "Rollover Options"), at an exercise price per share as set forth in the Amendment to Option Agreement. Executive hereby agrees that the Option Agreement to be entered into with the Company with respect to the Rollover Options will have such terms and conditions as the Company shall reasonably request and, further, Executive shall forego the exercise of such Rollover Options until the occurrence of a Liquidity Event that results in the realization of the Minimum IRR by OCO.
Rollover Options. The Company will make a cash payment of $1,999,758.75 to Executive within 30 days of the Termination Date, which represents the excess of $16.46 over the exercise price of 2/3 of each tranche of stock options granted to Executive on November 20, 2007, as set forth on Schedule A attached hereto. The remaining 1/3 of each tranche of stock options granted to Executive on November 20, 2007 will remain exercisable until the earlier of (i) the date they are exercised in accordance with their terms and (ii) the expiration of their terms.
Rollover Options. Each unexercised Company Stock Option that is outstanding immediately prior to the Effective Time and that (i) is held by any person that is a party to an Employee Rollover Agreement and (ii) is contemplated by such Employee Rollover Agreement to remain outstanding as an option to acquire shares of the Surviving Corporation Common Stock (a “Rollover Option”) shall not be converted into the right to receive cash pursuant to Section 2.03(a) and shall remain outstanding as an option to acquire shares of the Surviving Corporation Common Stock, with such changes thereto as are described in such Employee Rollover Agreement.”
Rollover Options. Number of Shares Subject to PanAmSat Options Pre-Rollover Exercise Price Scheduled Vesting Date
Rollover Options. The Company acknowledges that the Executive has previously been awarded stock options as identified in Schedule A and the Company reaffirms herein its contractual commitments in the agreements awarding such options.
Rollover Options. Each Rollover Option that is issued and outstanding as of immediately prior to the Effective Time shall automatically, and without further action by the Company, any Option Holder or any other person, be canceled and converted into:
(A) a non-qualified option (an “Adjusted Parent Option”), granted under Parent’s 2016 Omnibus Incentive Plan, as amended, or any successor plan, to purchase the number of shares of Parent Common Stock (rounded down to the nearest whole number of shares) equal to the product of (i) the number of shares of Common Stock subject to such Rollover Option immediately prior to the Effective Time, multiplied by (ii) the Option Exchange Ratio, which Adjusted Parent Option shall have an exercise price per share of Parent Common Stock equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (x) the exercise price per share of Common Stock subject to such Rollover Option immediately prior to the Effective Time, by (y) the Option Exchange Ratio; and
(B) if and when payable in respect of such Rollover Option in accordance with Section 2.8, the Per Share Earn-Out Payment.
Rollover Options. The parties hereto acknowledge and agree that all outstanding options to purchase Stock held by Executive as of the Termination Date and granted on or prior to July 6, 2007 pursuant to the 1998 Stock Incentive Plan of Dollar General Corporation, as amended from time to time (the “1998 Plan”) (the “Rollover Options”) will be exercisable by Executive in accordance with the terms of the applicable Option Agreement, as amended by Section 2.2(e) below. The Rollover Options shall remain subject to the terms and conditions of the 1998 Plan and the applicable Option Agreement pursuant to which Executive was granted such Rollover Options, subject to Section 2.2(e) below.
