Seller Options. (a) At the Effective Time, all rights with respect to Seller Common Stock pursuant to stock options granted by the Seller (the “Seller Options”) which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to Buyer Common Stock, and the Buyer shall assume each Seller Option in accordance with the terms of the applicable Seller option plan and the stock option agreement by which it is evidenced (the “Converted Options”); provided, however, that each holder of Seller Options may elect to cancel, immediately prior to the Effective Time, any Seller Options held by such Person as of the date hereof, in exchange for a cash payment at Closing equal to the product obtained by multiplying (1) the number of shares of Seller Common Stock underlying such Person’s Seller Options by (2) the Cash Consideration less the exercise price per share under such option. The Seller will use its commercially reasonable efforts to obtain from each current member of the Seller’s board of directors who holds any options, and deliver to the Buyer prior to the Closing, a written agreement in a form specified by the Buyer confirming and agreeing to the surrender or roll-over of such director’s options as described above. From and after the Effective Time, (i) each Seller Option assumed by the Buyer may be exercised solely for shares of Buyer Common Stock, (ii) the number of shares of Buyer Common Stock subject to each Seller Option shall be equal to the product of the number of shares of Seller Common Stock subject to such Seller Option immediately prior to the Effective Time multiplied by the Fixed Exchange Ratio, provided, that any fractional shares of Buyer Common Stock subject to the Converted Options shall be exchanged for cash (without interest) in an amount equal to such fractional part of a share of Buyer Common Stock multiplied by Final Buyer Stock Price less the exercise price of such Converted Option, and (iii) the per share exercise price under each such Seller Option shall be adjusted by dividing the per share exercise price under each such Seller Option by the Fixed Exchange Ratio and rounding down to the nearest cent.
(b) Before the Effective Time, the Buyer will take all corporate action necessary to reserve for future issuance a sufficient additional number of shares of Buyer Common Stock to provide for the satisfaction of its obligations with respect to the Converted Options.
(c) The Seller’s board of d...
Seller Options. As a further material inducement to Seller to enter into this Agreement and notwithstanding anything to the contrary in any other agreement or arrangement between Seller and the Company prior to the date of this Agreement, the Company agrees to allow Seller to exercise the Seller Options in one or more transactions at any time following the Closing but prior to the date that one month following the Closing. For the avoidance of doubt and without limiting the generality of the foregoing, during such period Seller shall not be restricted or prevented from exercising the Seller Options by any trading blackout window imposed by the Company (under its ixxxxxx xxxxxxx policy or otherwise). Any securities received by Seller as a result of her due exercise of the Seller Options shall be considered Remaining Shares for the purposes of this Agreement.
Seller Options. Section 3.3 of the Seller Disclosure Schedule sets forth, as of the date hereof, a list of all outstanding Seller Options held by Business Employees and, in the case of each such Seller Option held by a Business Employee, the name of the Business Employee, the date of grant, the per share exercise price, the vesting schedule (including any accelerated vesting provisions), the vested status (including the number of vested and unvested Seller Shares subject to such Seller Option), and the expiration date. Each Seller Option held by a Business Employee was granted as nonqualified under Section 422 of the Code.
Seller Options. (a) Immediately prior to the Effective Time, all rights with respect to Seller Common Stock pursuant to stock options granted by Seller (the “Seller Options”) shall be cancelled in exchange for a cash payment at Closing equal to the product obtained by multiplying (1) the number of shares of Seller Common Stock underlying such Person’s Seller Options by (2) the Per Share Purchase Price less the exercise price per share of such Seller Options, by entering into a Stock Option Cash-Out Agreement in the form of Exhibit B. In the event that the product obtained by the prior sentence is zero or a negative number, then the Seller Options will be cancelled for no consideration. For illustration purposes, if the Final Buyer Stock Price is $17.25 and the option holder has 1,000 options with an exercise price of $10.00 per share, the cash payment shall equal $12,550, which is 1,000 multiplied by (8.85 + 13.70) - 10.00. The $13.70 is calculated by multiplying the Exchange Ratio (0.794) by the Final Buyer Stock Price ($17.25). All unvested Seller Options will be accelerated immediately prior to cancellation in exchange for the cash payment at Closing.
(b) Seller’s Board and its compensation committee shall not make any grants of Seller Options following the execution of this Agreement.
(c) The Seller’s Board or its compensation committee shall make such adjustments and amendments to or make such determinations with respect to the Seller Options to effect the foregoing provisions of this Section 2.4.
Seller Options. (a) At the Effective Time, all rights with respect to Seller Common Stock pursuant to stock options or warrants granted by Seller (the “Seller Options”) which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights to receive, with respect to each share of Seller Common Stock purchasable thereunder, an amount in cash (the “Option Spread”) equal to (i) $35.00, minus (ii) the exercise price per share of Seller Common Stock applicable to such Seller Option.
(b) Seller’s board of directors or its compensation committee shall make any adjustments and amendments to or make such determinations with respect to the Seller Options necessary to effect the foregoing provisions of this Section 3.6.
(c) At or promptly after the Effective Time, the Surviving Corporation shall pay to each holder of Seller Options the Option Spread for each share of Seller Common Stock purchasable thereunder immediately prior to the Effective Time, whether or not such Seller Options were then exercisable, less applicable withholding for Taxes.
Seller Options. At the Effective Time, each outstanding option to purchase shares of Seller Common Stock, whether through the issuance of shares of Seller Common Stock or otherwise, granted under a Seller Equity Compensation Plan (each, a “Seller Option”), shall be cancelled and the Buyer shall pay each holder thereof at or promptly after the Effective Time (but in no event later than seven (7) business days after the Effective Time) for each such Seller Option cancelled an amount in cash (without interest) determined by multiplying (i) the excess, if any, of the Cash Consideration over the applicable exercise price of such Seller Option by (ii) the number of shares of Seller Common Stock subject to such Option immediately prior to the Effective Time. In connection therewith, at least ten (10) business days prior to the Election Deadline, the committee administering Seller Option plans shall determine to accelerate the vesting of all unvested options and Seller shall provide written notice to each holder of a then outstanding Seller Option (whether or not such Seller Option was then vested or exercisable), that (A) such Seller Option shall be, as at the date of such notice, exercisable in full, (B) such Seller Option shall terminate at the Effective Time and (C) if such Seller Option is not exercised prior to the Effective Time, such Seller Option shall be treated as set forth in the immediately preceding sentence.
Seller Options. 2.3(b) Seller Partner Approval...........................................2.5(a) Seller Partnership.............................................
Seller Options. (a) At the Effective Time, each outstanding option (each, a “Seller Option”) to acquire a share of Seller Common Stock granted pursuant to Seller’s 1999 Stock Incentive Plan then outstanding shall be cancelled and shall entitle the holder of each Seller Option to receive from Buyer, an amount of cash (without interest) equal to the excess, if any, of the amount of the Per Share Purchase Price over the exercise price per share of Seller Common Stock under such Seller Option (with the aggregate amount of such payment rounded down to the nearest cent) less applicable Taxes, if any, required to be withheld with respect to such payment. No consideration shall be paid with respect to any Seller Option, the exercise price of which exceeds the Per Share Purchase Price.
(b) The Seller’s Board of Directors or its Compensation Committee shall make such adjustments and amendments to or make such determinations with respect to the Seller Options to effect the foregoing provisions of this Section 3.3.
Seller Options. As of the Effective Time, by virtue of the Merger and without any action on the part of the holders of any Seller Options, each Seller Option, whether vested or unvested, that is outstanding and unexercised immediately before the Effective Time will cease, at the Effective Time, to represent a right to acquire shares of Seller Common Stock and will be converted at the Effective Time, without any action on the part of the holder of such Seller Option, into an option to purchase Buyer Common Stock (a “Converted Stock Option”), on the same terms and conditions as were applicable under such Seller Option (but subject to and taking into account any required acceleration of vesting of such Seller Option pursuant to the terms of the applicable Seller Stock Plan as in effect on the date hereof without any further action by Seller). The number of shares of Buyer Common Stock subject to each such Converted Stock Option will be equal to the number of shares of Seller Common Stock subject to the applicable Seller Option multiplied by the ratio of $10.00 divided by the Weighted Average Stock Price and such Converted Stock Option will have an exercise price per share equal to the per share exercise price specified in the applicable Seller Option divided by the ratio of $10.00 divided by the Weighted Average Stock Price, consistent with the requirements of Section 424(a) of the Code or Treasury Regulations Section 1.409A-1(b)(5)(v)(D), as applicable.
Seller Options. (a) Buyer shall not assume any rights with respect to Seller Common Stock pursuant to stock options or other equity awards granted by Seller (the “Seller Options”) outstanding as of the date of this Agreement or substitute similar awards for any such Seller Options. As provided under Section 10(c) of Seller’s 2005 Equity Incentive Plan, any Seller Option that is not exercised or cashed out on or before the Effective Date (the “Option Termination Date”) will terminate automatically and without any compensation to the holder on the Option Termination Date. Prior to the Effective Time, Seller shall offer to enter into a Stock Option Cash-Out Agreement in the form of Exhibit G with each holder of Seller Options having an exercise price less than $18.00 per share to cash out their Seller Options. Seller shall provide reasonable notice to all holders of Seller Options that such options must be exercised on or prior to the Option Termination Date in order to avoid termination of their Seller Options without consideration.
(b) Seller’s Board of Directors and its compensation committee shall not make any grants of Seller Options following the execution of this Agreement.
(c) To the extent permitted under applicable Law and the terms of Seller’s 2005 Equity Incentive Plan, Seller’s Board of Directors or its compensation committee shall make any adjustments and amendments to or make such determinations with respect to the Seller Options necessary to effect the foregoing provisions of this Section 3.5.
