Seller Stock Options. (i) At the Effective Time, each Seller Stock Option (other than options granted under the Seller ESPP) that is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Seller Common Stock and shall be converted automatically into a right to purchase from Seller or any other Person Parent Ordinary Shares in an amount and at an exercise price determined as provided in this Section 3.1(e) (and otherwise subject to the terms of the Seller Stock Plans (other than the Seller ESPP) and the agreements evidencing grants thereunder) (a ‘‘Reclassified Stock Option’’). The number of Parent Ordinary Shares to be subject to each Reclassified Stock Option shall be equal to (w) the product of (A) the number of shares of Seller Common Stock subject to such Seller Stock Option immediately prior to the Effective Time and (B) the Merger Consideration and (C) the Euro Exchange Rate, divided by (x) the closing price of a Parent Ordinary Share on the Euronext Paris on the date of the Effective Time; provided, that any fractional shares resulting from such multiplication shall be rounded down to the nearest whole number. The exercise price per Parent Ordinary Share under each Reclassified Stock Option shall be expressed in Euros and shall be equal to (1) the product of (w) the exercise price per share of Seller Common Stock at which such Seller Stock Option was exercisable immediately prior to the Effective Time and (x) the Euro Exchange Rate, divided by (2) the quotient obtained by dividing (y) the product of the Merger Consideration and the Euro Exchange Rate by (z) the closing price of a Parent Ordinary Share on the Euronext Paris on the date of the Effective Time; provided, that such exercise price shall be rounded up to the nearest whole Euro cent. Notwithstanding the foregoing, each Seller Stock Option which is an ‘‘incentive stock option’’ shall be adjusted in a manner consistent with Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the option within the meaning of Section 424(h) of the Code. For the sake of clarity, the vesting schedule for each of the Seller Stock Options shall not be accelerated solely as a result of the Merger and such Seller Stock Options shall remain subject to the existing vesting schedules and other terms of the applicable grant.
Seller Stock Options. (a) At the Effective Time, all rights with respect to Seller Common Stock pursuant to Seller Stock Options that are outstanding at the Effective Time, whether or not then exercisable, shall be converted into and become rights with respect to Buyer Common Stock, and Buyer shall assume Seller Stock Option in accordance with the terms of the stock option plan under which it was issued and the stock option agreement by which it is evidenced. From and af- ter the Effective Time, (i) each Seller Stock Option assumed by Buyer shall be exercised solely for shares of Buyer Common Stock, (ii) the number of shares of Buyer Common Stock subject to each Seller Stock Option shall be equal to the number of shares of Seller Common Stock subject to such Seller Stock Op- tion immediately prior to the Effective Time multiplied by the Exchange Ratio and (iii) the per share exercise price under each Seller Stock Option shall be adjusted by dividing the per share exercise price under such Seller Stock Option by the Ex- change Ratio and rounding down to the nearest cent; provided, however, that the terms of each Seller Stock Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, recapi- talization or other similar transaction subsequent to the Ef- fective Time. It is intended that the foregoing assumption shall be undertaken in a manner that will not constitute a "modification" as defined in the IRC, as to any Seller Stock Option that is an "incentive stock option."
Seller Stock Options. (a) Seller shall take all requisite action so that, at the Effective Time, each option to acquire Seller Shares (each, a “Seller Stock Option”) granted under Seller’s stock compensation and stock based incentive plans (together with Seller’s Amended and Restated Excess Benefit Plan, the “Seller Stock Option and Benefit Plans”) that is outstanding immediately prior to the Effective Time, whether or not then vested or exercisable, shall be, by virtue of the Merger and without any action on the part of Buyer, Buyer Sub, Seller, Seller Sub, the holder of such Seller Stock Option or any other person or entity, cancelled and converted into the right to receive from Seller or from Buyer and the Surviving Corporation, at or immediately following the Effective Time, an amount in cash, without interest, equal to the product of (x) the aggregate number of Seller Shares subject to such Seller Stock Option, multiplied by (y) the excess, if any, of $17.65 over the per share exercise price under such Seller Stock Option, less any Taxes required to be deducted or withheld in accordance with Section 2.03(i).
Seller Stock Options. (a) Seller shall take all requisite action so that, at the Effective Time, each option to acquire Seller Shares (each, a “Seller Stock Option”) granted under Seller’s stock compensation and stock based incentive plans (the “Seller Stock Plans”) that is outstanding immediately prior to the Effective Time, whether or not then vested or exercisable, shall be, by virtue of the Merger and without any action on the part of Buyer, Buyer Sub, Seller, Seller Sub, the holder of such Seller Stock Option or any other person or entity, cancelled and converted into the right to receive from Seller or from Buyer and the Surviving Corporation, at or immediately following the Effective Time, an amount in cash, without interest, equal to the product of (x) the aggregate number of Seller Shares subject to such Seller Stock Option, multiplied by (y) the excess, if any, of $64.00 over the per share exercise price under such Seller Stock Option, less any Taxes required to be deducted or withheld in accordance with Section 2.03(i).
Seller Stock Options. (a) As soon as practicable following the date of this Agreement, the Board of Directors of Seller (or, if appropriate, any committee administering Seller Stock Option Plans) and the Board of Directors of Buyer shall adopt such resolutions or take such other actions (if any), including, without limitation, the approval of Seller’s stockholders pursuant to the Proxy Statement, as may be required to effect the following:
Seller Stock Options. 4 Section 2.04 Tax Withholding..............................................4 Section 2.05 Exchange of Certificates.....................................4 Section 2.06
Seller Stock Options. (a) Each outstanding option to purchase shares of Seller Common Stock (a "Seller Stock Option") under Seller's 1986 Stock Option Plan, as amended, 1995 Stock Plan, as amended, and the Non-Plan Non-Qualified Stock Option Agreement dated November 12, 2001 by and between Seller and Xxxxxxx X. Xxxxxx (the "Seller Option Plans"), whether vested or unvested, shall either be exercised by the holder thereof prior to the Effective Time or be cancelled immediately prior to the Effective Time in exchange for payment of an amount in cash equal to the product of (i) the number of unexercised shares of Seller Common Stock subject to such Seller Stock Option immediately prior to the Effective Time and (ii) the excess, if any, of the Merger Consideration over the per share exercise price of such Seller Stock Option.
Seller Stock Options. Buyer shall have delivered to Seller a Performance Stock Option Agreement (the "Seller Option Agreement") pursuant to which Seller has the option to purchase an aggregate of 200,000 shares of Common Stock of Buyer.
Seller Stock Options. All options or warrants to purchase stock or securities of Seller shall be exercised, or shall be extinguished and expire, on or prior to the Closing.
Seller Stock Options. Seller shall extend the exercise period of all vested options held by the Transferred Employees to one year following the termination of employment with Seller. Seller will not take any action to accelerate the vesting of any unvested Seller stock options held by such Transferred Employees, and all such unvested Seller options will terminate in accordance with their terms.
