Common use of Rollover Options Clause in Contracts

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. Notwithstanding anything herein to the contrary, in the event of a Merger of Equals all Options granted hereunder Each Rollover Option shall become immediately exercisable be assumed by the Optionee Parent and the Options shall be converted into options and become an option 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 acquire Parent Common Stock, on the same terms and conditions as those were applicable to under the Options held Company Option immediately prior to the Merger of EqualsEffective Time, 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 follows: ('New Security'), each Rollover Option shall entitle the holder to purchase i) the number of shares of New Security which Parent Common Stock subject to each Rollover Option assumed by Parent shall be determined by multiplying the number of Shares that were subject to such Rollover Option immediately prior to the Effective Time by the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock; and (ii) the per share exercise price for the Parent Common Stock issuable upon exercise of each Rollover Option assumed by Parent shall be determined by dividing the applicable per share exercise price of such Rollover Option, as in effect immediately prior to the Effective Time, by the Exchange Ratio, and rounding the resulting exercise price up to the nearest whole cent. (iii) Any restriction on the exercise of any Rollover Option assumed and converted by Parent shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Rollover Option shall otherwise remain unchanged as a result of the assumption of such Rollover Option, in each case except to the extent otherwise provided in any Company Equity Plan, or any stock option, employment, change of control or other agreement between the holder of a Rollover Option and the Company. (iv) Notwithstanding the foregoing, any Company Option held by a non-employee director of the Company that is outstanding as of immediately prior to the Effective Time, whether vested or unvested, shall not be assumed by Parent and shall instead be cancelled in exchange for a payment by Parent of an amount in cash equal to the product of (a) the Exchange Ratio (as hereinafter defined) and aggregate number of shares of Company Common Stock subject to such Company Option multiplied by (b) the number of shares of Common Stock subject to the Option immediately prior to the effective date excess, if any, of the Merger of Equals (rounded to Consideration over the nearest full number of shares). The applicable per share 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 under such 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 PeriodOption.

Rollover Options. Notwithstanding anything herein Each of the Sellers who holds Options may elect, by delivery to the contrary, Company of a notice in the event form of a Merger of Equals all Options granted hereunder shall become immediately exercisable Exhibit D hereto (the "Rollover Notice") received by the Optionee and Company at least five business days prior to the Closing Date, to replace the Options shall be converted into specified in the Rollover Notice (the "Rollover Options") with options to purchase the preferred stock of the company which other shareholders of Xxxxxx-Xxxxxxx Company receive Buyer (the "Replacement Options"). At the Closing, the Buyer shall issue to each such Seller who timely delivers a Rollover Notice Replacement Options having an aggregate value (based on the price per share paid by investors in the transaction (Buyer at the 'Rollover Options'). The Rollover Options shall be subject to Closing for 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 Buyer's preferred stock less the exercise price per share for the Replacement Options) equal to the aggregate Options Spreads under such Seller's Rollover Options. The Replacement Options shall be issued pursuant to stock option agreements substantially in the form of each Exhibit E attached hereto (the "New Stock Option divided Agreements") to be executed by the Exchange Ratio (rounded to Buyer and 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 holders of Rollover Options and at the exercise price thereofClosing. In addition, with respect Any Seller holding Options who fails to Options granted after March 25, 1997, if an optionee who is not 55 years old is terminated within three (3) years following deliver a Rollover Notice to the Merger of Equals (for a reason other than 'Termination for Just Cause,' as defined Company at the address specified in the Xxxxxx-Xxxxxxx Company Enhanced Severance PlanRollover Notice at least five business days prior to the Closing Date shall not be entitled to replace any of his or her Options with Replacement Options and shall be required to exercise all of his or her Options at the Closing in accordance with Section 1.4(b). Notwithstanding the foregoing, such optionee's (i) Xxxxxx X. Xxxxxxxx hereby agrees to elect to replace Options shall remain exercisable notwithstanding such termination having aggregate Option Spreads of employment at least $1,000,000 for Replacement Options by delivering a corresponding Rollover Notice to the Company or any successor or its affiliates at least five business days prior to the Closing Date, and if he fails to timely deliver a Rollover Notice providing for such Options election, he shall be exercisable until two years following deemed to have elected to replace Options having aggregate Options Spreads of $1,000,000 with Replacement Options, and (ii) Xxxxxx X. Xxxxxxxxxx hereby agrees to elect to replace Options having aggregate Option Spreads of at least $500,000 for Replacement Options by delivering a corresponding Rollover Notice to the termination Company at least five business days prior to the Closing Date, and if he fails to timely deliver a Rollover Notice providing for such election, he shall be deemed to have elected to replace Options having aggregate Options Spreads of employment, but in no event after $500,000 with Replacement Options. Each holder of Options who timely delivers a Rollover Notice to the expiration of Company agrees not to exercise any Rollover Options at or prior to the Option PeriodClosing.

Rollover Options. (i) Notwithstanding anything herein in Section 2.2(a) to the contrary, a holder of a Company Option exchanged for a Rollover Option must be in service with New JAWS or an Affiliate as of the applicable Triggering Event and the applicable grant date of the Earnout Shares or Unvested Earnout RSUs, as applicable, to receive the portion of the Earnout Shares or Unvested Earnout RSUs, as applicable, that would otherwise be issued with respect to the Rollover Option (each, an “Eligible Holder”). (ii) With respect to each Rollover Option that is vested as of the applicable Triggering Event (each such Rollover Option, a “Vested Rollover Option”), then New JAWS shall issue to the Eligible Holder, as soon as reasonably practicable following the occurrence of such Triggering Event, such portion of the Earnout Shares issuable with respect to such Vested Rollover Option in accordance with Section 2.2(a). (iii) With respect to each Rollover Option that remains unvested as of the applicable Triggering Event (each such Rollover Option, an “Unvested Rollover Option”), then in lieu of issuing the applicable Earnout Shares, New JAWS shall instead issue to the Eligible Holder, as soon as reasonably practicable following the later of (A) the occurrence of such Triggering Event and (B) New JAWS’s filing of a Form S-8 Registration Statement, an award of restricted stock units for a number of New JAWS Shares equal to such portion of the Earnout Shares issuable with respect to such Unvested Rollover Option (the “Unvested Earnout RSUs”). Such Unvested Earnout RSUs shall vest over the remaining vesting schedule of the Unvested Rollover Option with respect to which it was granted in approximately equal quarterly installments in the event of a Merger of Equals all Options granted hereunder shall become immediately exercisable by same calendar year as the Optionee and the Options shall be converted into options to purchase the stock corresponding portion of the company which other shareholders of Xxxxxx-Xxxxxxx Company receive in the transaction (the 'Unvested Rollover Options'). The Rollover Options Option would have vested and shall be subject to the same vesting conditions as applied to such Unvested Rollover Option. The Eligible Holder shall forfeit any Unvested Earnout RSUs in the event such Eligible Holder’s continuous service to New JAWS or one of its Affiliates terminates prior to such Unvested Earnout RSUs becoming vested. (iv) All Unvested Earnout RSUs to be issued hereunder shall be issued under and pursuant to the terms and conditions as those applicable to of the Options held prior to the Merger of Equals, including, but not limited to, exercisability New JAWS Equity Incentive Plan and Option Period, except as hereinafter provided. If the Aggregate Value consists only of shares of shall cover 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 in addition to the product share reserve approved for all other awards under such New JAWS Equity Incentive Plan. Nothing contained in this Section 2.2 or elsewhere in this Agreement, express or implied, (A) is intended to confer upon any holder of Company Option any right to continued employment for any period or (aB) is intended to confer upon any holder of Company Options any right as a third party beneficiary of this Agreement. For the Exchange Ratio (as hereinafter defined) avoidance of doubt, any such Earnout Shares and (b) Unvested Earnout RSUs issued to Eligible Holders shall be granted in addition to, and not in lieu of, any Rollover Options, in a manner intended to comply with the number requirements of shares of Common Stock subject to the Option immediately prior to the effective date Section 409A 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 PeriodCode.

Rollover Options. Notwithstanding anything herein to At the contraryEffective Time, in PubCo shall assume the event of a Merger of Equals all Options granted hereunder shall become immediately exercisable by the Optionee Stock Option Plan and the 2018 Stock Option Plan and all outstanding Rollover Options following the transactions contemplated by Section 2.7(a)(i) and Section 2.7(b)(ii), such that, subject to Section 2.7(b)(iii), the Rollover Options will be assumed and converted into the right to receive fully-vested options in respect of shares of PubCo Common Stock, subject to adjustments in a manner consistent with the requirements of Section 409A of the Code and Section 424(a) of the Code. Such adjustments shall be converted into options to purchase made in a manner that does not reduce the stock Aggregate Spread Value of the company which other shareholders of Xxxxxx-Xxxxxxx Company receive in the transaction (the 'Rollover Options'). The Any Rollover Options shall be subject rolled over in, and converted into, options on PubCo Common Stock in accordance with the following: (1) the new exercise price of each such Rollover Option (the “New Exercise Price”) shall be the lesser of (x) the product of (i) the Reference Price multiplied by (ii) the ratio of the existing exercise price of such Rollover Option to the same terms Per Share Amount and conditions as those applicable to (y) the Options held prior to product of (i) the Merger of EqualsReference Price multiplied by (ii) 25%, 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 2) the number of shares new PubCo options to be granted from the Optionholder’s Rollover Options shall be equal to the quotient of (i) the Aggregate Spread Value of such Rollover Options divided by (ii) the difference between the Reference Price and the New Security which is Exercise Price. The Stock Option Plan shall provide that holders of fractional options for PubCo Common Stock shall be entitled to receive in respect of each such fractional option an amount in cash equal to the product of (ax) the Exchange Ratio amount of such fractional option (expressed as hereinafter defineda percentage) and multiplied by (by) the number difference between the Reference Price and the New Exercise Price of such fractional option, and shall not be entitled to exercise such fractional option to purchase shares of PubCo Common Stock subject Stock. Prior to Closing, the Option immediately prior to the effective date board of directors of the Merger Company and PubCo shall adopt resolutions and take such other actions as necessary or appropriate to implement the provisions of Equals (rounded to the nearest full number of sharesthis Section 2.7(a)(ii). 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.