Stock Options and Warrants. At the Effective Time of the Merger, each outstanding option to purchase Company Common Stock (each, a "Company Stock Option"), whether or not granted under the Company Option Plan, and all outstanding warrants to purchase Company Common Stock the outstanding whether or not vested, shall by virtue of the Merger be assumed by Parent. Each Company Stock Option and Warrant so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Option and Warrant will be exercisable (or will 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 Company Shares that were issuable upon exercise of such Company Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will be equal to the quotient determined by dividing the exercise price per Company Share at which such Company Stock Option and Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up to the nearest whole cent. Parent shall comply with the terms of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise ...
Stock Options and Warrants. Purchaser acknowledges that the consummation of the Offer and the other Transactions will constitute an "Event" (as defined in the Plans) with respect to the options listed on Section 3.3 of the Company Disclosure Schedule and the other options specified in Section 3.3 of the Company Disclosure Schedule, and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. At the Effective Time, each holder of a then outstanding option or warrant to purchase Shares, whether or not then exercisable, shall, in settlement thereof, except to the extent otherwise agreed to by the holder of the option or warrant, the Company and the Purchaser, receive from the Company (from funds provided by Purchaser) for each Share subject to such stock option or warrant an amount in cash equal to the excess, if any, of the Merger Consideration over the per Share exercise price of such stock option or warrant (such amount being hereinafter referred to as the "Option Consideration"). Upon receipt of the Option Consideration, the stock option or warrant shall be canceled. The surrender of any stock option or warrant to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such stock option or warrant. Prior to the Effective Time, the Company shall use its best efforts to obtain all necessary consents or releases from holders of stock options and warrants and to take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section 6.8 (except for such action that may require the approval of the Company's stockholders). Except as otherwise agreed to by the parties, (i) the Plans shall terminate, effective as of the Effective Time and the Company shall use its reasonable efforts to cause the provisions in 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 of its subsidiaries to be canceled as of the Effective Time and (ii) the Company shall use its reasonable efforts to ensure that following the Effective Time no participant in the Plans or other plans, programs or arrangements shall have any right thereunder to acquire equity secu...
Stock Options and Warrants. If the Stockholder holds Stock Options and/or Warrants to acquire shares of Company Common Stock, he shall, if requested by the Company, consent to the cancellation and conversion of his Company Options and/or Warrants in accordance with the terms of the Merger Agreement and shall execute all appropriate documentation in connection with such cancellation and conversion.
Stock Options and Warrants. At the Effective Date of the Merger, the Avanex-California 1998 Stock Plan (the "Plan"), and all options and stock purchase rights relating to Common Stock (each a "Avanex Option") then outstanding under such plan, and all rights to acquire stock pursuant to any outstanding warrants of Avanex-California (each a "Avanex Warrant"), or otherwise, shall be assumed by Avanex-Delaware in accordance with provisions described below.
(i) At the Effective Date of the Merger, each outstanding and unexercised option, warrant and other right to purchase shares of capital stock of Avanex-California shall be assumed by the Surviving Corporation and shall become an option, warrant or right to purchase a number of shares equal to 1.5 times that number of shares subject to Avanex-California's option (rounded down to the nearest share), at the exercise price equal to the exercise price of Avanex-California's option multiplied by 2/3 (rounded up to the nearest cent) and each existing and effective employee stock benefit plan of Avanex-California (the "Stock Plans") shall similarly be assumed by the Surviving Corporation for all intents and purposes as if such plan, including the reservation of shares of Common Stock for issuance pursuant thereto (multiplied by 1.5), had been originally adopted and authorized by the Surviving Corporation.
(ii) Each Avanex Option and Avanex Warrant so assumed by Avanex-Delaware under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Plan and/or as provided in the respective agreements governing such Avanex Option or Avanex Warrant immediately prior to the Effective Date of the Merger.
(iii) It is the intention of the parties that the Avanex Options assumed by Avanex-Delaware qualify following the Effective Date of the Merger as incentive stock options as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), to the extent the Avanex Options qualified as incentive stock options immediately prior to the Effective Date of the Merger.
(iv) Promptly following the Effective Date of the Merger, Avanex-Delaware will issue to each holder of an outstanding Avanex Option and Avanex Warrant a document evidencing the foregoing assumption of such Avanex Option and Avanex Warrant by Avanex-Delaware.
(v) At the Effective Date of the Merger, Avanex-California shall assign to Avanex-Delaware any and all rights of repurchase pertaining to shares of Avanex-California Common Stock...
Stock Options and Warrants. (a) At the Effective Time, each outstanding option to purchase shares of GEXA Common Stock that is listed in Section 2.3(a) of the Disclosure Schedule (a “Stock Option”) and each outstanding warrant to purchase shares of GEXA Common Stock that is listed in Section 2.3(a) of the Disclosure Schedule (a “Warrant”), in each case, whether vested or unvested, shall be assumed by FPL Group. At the Effective Time, each Stock Option and Warrant shall be deemed, without further action on the part of FPL Group or the holders of such Stock Options or Warrants, to constitute an option or warrant, as applicable, to acquire, on the same terms and conditions as were applicable under such Stock Option or Warrant (except to the extent that such terms and conditions may be altered in accordance with their terms as a result of the transactions contemplated hereby including accelerated vesting of Stock Options and Warrants which shall occur by virtue of consummation of the Merger to the extent required with respect to the Stock Options and Warrants set forth in Section 3.1(c) of the GEXA Disclosure Schedule), shares of FPL Group Common Stock in such amount and at the exercise price provided below:
(i) the number of shares of FPL Group Common Stock to be subject to the Stock Option or Warrant shall be equal to the product (rounded to four decimal points) of (x) the number of shares of GEXA Common Stock subject to the Stock Option or Warrant and (y) the Exchange Ratio;
(ii) the exercise price per share of each Stock Option or Warrant shall be an amount (rounded to the nearest $0.01) equal to (x) the exercise price per share of GEXA Common Stock subject to such Stock Option or Warrant divided by (y) the Exchange Ratio; and
(iii) in accordance with the terms of the Stock Option Agreements under which the Stock Options were issued or the Warrant Agreements under which the Warrants were issued, fractional shares of any assumed Stock Options or Warrants resulting from the adjustments set forth in this Section 2.3(a) shall be eliminated. Notwithstanding the foregoing, in the case of all Stock Options, the exercise price, the number of shares purchasable pursuant to such Stock Option and the terms and conditions of exercise of such Stock Option shall be effected in a manner consistent with the requirements of sections 424(a) and (h) of the Code.
(b) As soon as practicable after the Effective Time, FPL Group shall deliver to the holders of Stock Options and Warrants appropriate notices ...
Stock Options and Warrants. 4 1.7 Closing of the Company's Transfer Books................4 1.8 Exchange of Certificates...............................4
Stock Options and Warrants. At the Effective Time, all Company Options (as defined in Section 2.3(b)) shall be assumed by Parent in accordance with Section 5.5, and all Company Warrants (as defined in Section 2.3(c)) shall be assumed by Parent in accordance with Section 5.7.
Stock Options and Warrants. (a) At the Effective Time, each outstanding Target Option under the Target Option Plan, whether vested or unvested, shall be assumed by Acquiror and deemed to constitute an option (a "ACQUIROR OPTION") to acquire, on the same terms and conditions as were applicable under the Target Option, the same number of shares of Acquiror Common Stock as the holder of such Target Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time (rounded down to the nearest whole number), at a price per share (rounded up to the nearest whole cent) equal to (i) the aggregate exercise price for the shares of Target Common Stock otherwise purchasable pursuant to such Target Option divided by (ii) the number of full shares of Acquiror Common Stock deemed purchasable pursuant to such Acquiror Option in accordance with the foregoing; PROVIDED, HOWEVER, that, in the case of any Target Option to which Section 422 of the Code applies ("INCENTIVE STOCK OPTIONS"), 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 order to comply with Section 424(a) of the Code. In connection with the assumption by Acquiror of the Target Options pursuant to this Section 6.5(a), Target shall be deemed to have assigned to Acquiror, effective at the Effective Time, Target's right to repurchase unvested shares of Target Common Stock issuable upon the exercise of the Target Options or previously issued upon the exercise of options granted under the Target Option Plan, in accordance with the terms of the Target Option Plan and the related stock option agreements and stock purchase agreements entered into under the Target Option Plan.
(b) As soon as practicable after the Effective Time, Acquiror shall deliver to the participants in the Target Option Plan appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to the Target Option Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.5 after giving effect to the Merger). Acquiror shall comply with the terms of the Target Option Plan and use best efforts to ensure, to the extent required by, and subject to the provisions of, such Target Option Plan and Sections 422 and 424(a) of the Code, that Target Options which qualified as incentive stock options prior the Eff...
Stock Options and Warrants. 4 1.8 Unconverted Series 1 Notes......................................................................6 1.9 Parent Common Stock.............................................................................6 1.10
Stock Options and Warrants. At or immediately prior to the Effective Time, each outstanding stock option (an "Option") to purchase Shares granted under any stock option plan, compensation plan or arrangement of the Company or outstanding warrant (a "Warrant") to purchase Shares shall be canceled and the holder of each such Option or Warrant (whether or not then vested or exercisable) shall be paid by the Company promptly after the Effective Time for each such Option or Warrant an amount equal to the product of (a) the excess, if any, of the Merger Consideration over the applicable exercise price per Share and (b) the number of Shares such holder could have purchased (assuming full vesting and exercisability of such Option or Warrant) had such holder exercised such Option or Warrant in full immediately prior to the Effective Time.
