Stock Option and Other Plans. (a) Effective as of the Effective Time, Parent shall assume each outstanding option to acquire Common Stock (each, a "Company Option"), under any stock option or similar plan of the Company (each, a "Stock Plan") in accordance with this Section 2.10 and with the terms of the Stock Plan under which such Company Option was granted and the stock option agreement by which such Company Option is evidenced. Parent acknowledges and agrees that each Company Option, to the extent currently not exercisable, will become exercisable in accordance with its terms upon the acceptance for payment of and payment for the Shares by Merger Subsidiary pursuant to the Offer and, if applicable, the exercise of the Option as contemplated by Section 1.01(e). The proceeds from the exercise of any Company Option shall be excluded from the calculation of Company Net Working Capital.
(b) Effective as of the Effective Time, each Company Option shall be deemed to constitute an option (a "New Parent Option") to purchase, on the same terms and conditions as were applicable to such Company Option, the number of shares of Parent common stock (rounded to the nearest whole number) equal to the product of (A) and (B), where (A) is the number of shares of Common Stock subject to such Company Option and (B) is the Offer Price divided by the average of the closing sales prices of Parent common stock on the New York Stock Exchange for the ten (10) consecutive days immediately prior to and including the day preceding the Effective Time, at an exercise price per share of Parent common stock (rounded to the nearest whole cent) equal to (x) divided by (y), where (x) is the aggregate exercise price for the shares of Common Stock subject to such Company Option and (y) is the aggregate number of shares of Parent common stock purchasable pursuant to the New Parent Option (as calculated immediately above); provided, however, that in the case of any Company Option to which Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), applies, the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. At or prior to the Effective Time, the Company shall take all necessary actions to permit the assumption of the unexercised Company Options by Parent pursuant to ...
Stock Option and Other Plans. 16 Section 3.8 Certificate of Incorporation of the Surviving Corporation..............................................18 Section 3.9 By-Laws of the Surviving Corporation.....................18 Section 3.10 Directors and Officers of the Surviving Corporation.............................................18 Section 3.11 Closing.................................................18 Section 3.12
Stock Option and Other Plans. At the Effective Time, all outstanding options under the Bank's existing stock option plans (the "Plans") shall be converted into options to acquire the number of shares of Holding Company Stock that the holders of such options were entitled to acquire of Bank Stock immediately prior to the Share Exchange on the same terms and conditions as set forth in the Plans and the agreements issued pursuant to the Plans. The Holding Company shall file a registration statement on Form S-8 covering all shares of Holding Company Stock issuable with respect to existing stock options under the Plans no later than ten days after the Closing Date, and the Holding Company shall cause such registration statement to become effective and remain effective for as long as such options are outstanding.
Stock Option and Other Plans. At the Effective Time, all outstanding options under the Bank's existing stock option plans ("Plans") shall be converted into options to acquire the number of shares of common stock of the Holding Company that the holders of such options were entitled to acquire of Bank Stock immediately prior to the Exchange on the same terms and conditions as set forth in the Plans.
Stock Option and Other Plans. (a) Prior to the Effective Time, the Board of Directors of the Company shall adopt amendments to the stock option plans of the Company (the "Stock Plans") to provide that in the event of a merger pursuant to which the stockholders of the Company receive cash for their shares, the holders of outstanding options to purchase Common Stock (the "Options") heretofore granted under the Stock Plans shall be entitled, upon exercise of the Options on or after the effective date of such merger, only to receive the same cash consideration per share with respect to each share subject to such Options as received by the stockholders in connection with such merger, without interest (subject to any applicable withholding taxes, the "Cash Payment"). Except for any benefits due participants under the Company's Common Share Equivalent Plan, any then outstanding stock appreciation rights or limited stock appreciation rights shall be cancelled as of immediately prior to the Effective Time without any payment therefor. All vested benefits as of the Effective Time pursuant to the Company's Common Share Equivalent Plan shall be paid in cash at the Effective Time whether or not payment would otherwise then be due. As provided herein, the Stock Plans and any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any subsidiary (collectively with the Stock Plans, referred to as the "Stock Incentive Plans") shall terminate as of the Effective Time. The Company will use its reasonable best efforts to obtain all necessary consents to ensure that upon the Effective Time, the holders of Options, all of which shall become fully vested as of the Effective Time, shall surrender the same in cancellation and settlement thereof for a cash consideration equal to the Cash Payment, less the exercise price of such related Options.
(b) All Stock Plans shall terminate as of the Effective Time and the provisions in any other Employee Benefit Plan (as defined in Section 2.11) providing for the issuance, transfer or grant of any capital stock of the Company or any interest in respect of any capital stock of the Company shall be deleted as of the Effective Time, and the Company shall use its best efforts to ensure that following the Effective Time no holder of an Option or any participant in any Stock Plans shall have any right thereunder to acquire any capital stock of the Company, Parent or the Surviving Corporation...
Stock Option and Other Plans. (a) As of the Effective Time, each outstanding stock option, stock equivalent right or right to acquire Shares (a "Company Option" or "Company Options") granted under the Company's Amended and Restated 1995 Stock Option Plan, 1999 Equity Incentive Plan (as amended), 2000 Non-Officer Equity Incentive Plan and 1999 Employee Stock Purchase Plan ("Company ESPP") (collectively, the "Option Plans"), whether or not then exercisable or vested, shall (without any action on the part of the Company) automatically be converted into an option to purchase Parent common stock, par value $.01 per share ("Parent Common Stock"), in accordance with this Section 2.4(a). Each Company Option so converted shall continue to have, and be subject to, similar terms and conditions (including vesting schedule) as are currently applicable to each such Company Option, except that, as of the Effective Time, (i) each Company Option shall be exercisable (or shall become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the Option Exchange Ratio (defined below), rounded to the nearest whole number, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Company Option so converted shall be equal to the quotient determined by dividing the exercise price per share of Common Stock at which such Company
Stock Option and Other Plans. The rights of the Executive at the date of Termination under the Corporation’s stock option, savings, cash performance, deferred compensation, retirement and other incentive and benefit plans or programs, including but not limited to any terminating distributions and vesting of rights under such plans or programs or awards or grants thereunder shall be governed by the terms of those respective plans or programs and any agreements relating to such plans or programs.
Stock Option and Other Plans. 15 Section 3.8
Stock Option and Other Plans. 9 2.12 Articles of Incorporation of the Surviving Corporation...
Stock Option and Other Plans. (a) Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary to provide for the cancellation, effective at the Effective Time, of all the outstanding stock options, stock appreciation rights,
