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”):
Rollover Options. Article 4
Rollover Options. Each Rollover Option shall be assumed by Parent and shall be converted into and become an option to acquire Parent Common Stock, on the same terms and conditions as were applicable under the Company Option immediately prior to the Effective Time, as follows:
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. Notwithstanding Section 1.1, in the event the Rollover Investor does not make the election described in Section 1.3 and the Rollover Investor does not own Contributed Shares immediately prior to Closing with an aggregate value at least equal to the Contributed Amount, then the Rollover Investor shall contribute all of the Contributed Shares as described in Section 1.1 and shall also, as of the Closing, rollover and exchange (and the Rollover Investor shall not exercise prior to the Closing) options to acquire Company Stock held by the Rollover Investor immediately prior to the Closing (“Existing Options”) with an Intrinsic Value equal to the Deficiency Amount for vested options to acquire Parent Common Stock (“Rollover Options”), which shall be assumed by Parent, with the same Intrinsic Value, in lieu of receiving any cash payments in respect of such rolled over and exchanged Existing Options pursuant to the Merger Agreement. Such rollover and exchange shall be effected in a manner intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended. Any such rollover and exchange of Existing Options shall be effected by exchanging those Existing Options with lowest exercise prices on a priority allocation basis; provided that within fifteen (15) days of the date hereof, to the extent that the Rollover Investor is using Existing Options to satisfy the Deficiency Amount, a schedule setting forth such Existing Options shall be attached hereto.
Rollover Options. (i) At the Effective Time, each unvested Option that is outstanding immediately prior to the Effective Time, and has been designated by Parent in its sole discretion as a Rollover Option at least ten (10) Business Days prior to the Closing Date (collectively, the "Rollover Options") shall be converted into an unvested option (a "Parent Option"), on the same terms and conditions as were applicable under the Rollover Option (including with respect to vesting), to acquire a number of shares (rounded down to the nearest whole share) of common stock of Parent, par value $0.001 per share ("Parent Common Stock"), determined by multiplying the number of shares of Common Stock subject to such Rollover Option immediately prior to the Effective Time by the Exchange Ratio, at an exercise price (rounded up to the nearest whole cent) per share of Parent Common Stock equal to the exercise price per share of such Rollover Option divided by the Exchange Ratio.
Rollover Options. Executive acknowledges that he holds 1,350 options with an exercise price of $250 per share which Executive received pursuant to the Option Rollover Agreement dated as of November 2, 2011, between Beagle Parent Corp. (“Parent”) and Executive (the “Option Rollover Agreement”) (the “Rollover Options”) which will remain outstanding pursuant to 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. 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.
