Stock Options. At the Effective Time, the Company Stock Plan and each option granted by the Company to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Options") which is outstanding and unexercised immediately prior to the Effective Time, shall be assumed by Parent, and each of the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent): (a) the number of Parent Shares to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio; (b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio; (c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code; (e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and (f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statement.
Appears in 4 contracts
Sources: Merger Agreement (Netratings Inc), Merger Agreement (Netratings Inc), Merger Agreement (Netratings Inc)
Stock Options. At (i) During each calendar year of the Effective TimeEmployment Period occurring after December 31, 2006, the Company Stock Plan and each option granted by Committee shall cause the Company to purchase grant Executive a stock option to acquire at least 50,000 shares of the Company’s common stock (each, an “Option” and collectively the “Options”) or a number of restricted shares of Common Stock of equivalent value to such Options (each a “Restricted Share” and collectively “Restricted Shares”) (or a combination of Options and Restricted Shares) at such time(s) as the Company pursuant has historically granted stock options to its senior executive officers during the year; provided, that, such grants shall be made by at least December 31 of each calendar year occurring after December 31, 2006. Notwithstanding the foregoing, unless otherwise waived by Executive in his sole discretion, Executive shall receive no less than the number of Options or Restricted Shares, as applicable, granted during any prior year of employment. In addition, to the Company Stock Plan extent necessary to carry out the intended terms of this paragraph ("Company Stock Options") which is outstanding and unexercised immediately prior to the Effective Timef)(i), such number of Options or Restricted Shares, as applicable, shall be assumed by Parent, and each adjusted as is necessary to take into account any change in the common stock of the Company Stock in a manner consistent with adjustments made to other option holders of the Company
(ii) All Options and Restricted Shares described in paragraph (i) above shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):
(a) the number of Parent Shares to be granted subject to the new option following terms and conditions: (A) except as provided below, the Options and Restricted Shares shall be equal to the product of (x) the number of shares of Company Common Stock granted under and subject to the original Company Stock Option immediately prior Company’s stock incentive plan on terms no less favorable than those granted to other senior executives of the Effective Time and Company; (y) the Exchange Ratio;
(b) the exercise price per Parent Share under the new option shall be equal to (xB) the exercise price per share of Company Common Stock in effect under the original Company Stock each Option immediately prior shall be equal to the Effective Time divided by last reported sale price of the Company’s common stock on the New York Stock Exchange (yor such other principal trading market for the Company’s common stock) at the Exchange Ratio;
close of the trading day on the date on which the grant is made; (cC) in effecting such assumption each Option and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price Restricted Share shall be rounded up, if necessary, to vested and exercisable as determined by the next whole cent;
Committee; (dD) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) each Option shall be effected in exercisable for the ten (10) year period following the date of grant whether or not Executive is employed during such full ten-year term; and (E) each Option and Restricted Share shall be evidenced by, and subject to, a manner stock option agreement or restricted stock award agreement, as applicable, whose terms and conditions are consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementhereof.
Appears in 3 contracts
Sources: Employment Agreement (Clear Channel Communications Inc), Employment Agreement (Clear Channel Communications Inc), Employment Agreement (Clear Channel Communications Inc)
Stock Options. At the Effective Time, the Company Stock Plan and each option granted by the Company to purchase shares of Company Common Stock of the Company pursuant to the Company Stock Plan (a "Company Stock OptionsOption") which is outstanding and unexercised immediately prior thereto shall cease to the Effective Time, shall be assumed by Parent, represent a right to acquire shares of Company Common Stock and each of the Company Stock Options shall be converted automatically into an option to purchase shares of Buyer Common Stock of Parent in such number an amount and at such an exercise price determined as provided below (and otherwise having the same terms and conditions as in effect immediately prior subject to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby Company's Amended and except that all references in each such Company Restated 1996 Incentive Stock Option to Plan, 1994 Incentive Stock Option Plan or Amended and Restated 1994 Stock Option Plan for Outside Directors (collectively, the "Company Option Plans"), the agreements evidencing grants thereunder, and any other agreements between the Company shall be deemed to refer to Parentand an optionee regarding Company Options):
(a1) the number of Parent Shares shares of Buyer Common Stock to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time option and (y) the Exchange Ratio;, provided that any fractional share of Buyer Common Stock resulting from such multiplication shall be rounded down to the nearest whole share; and
(b2) the exercise price per Parent Share share of Buyer Common Stock under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time option divided by (y) the Exchange Ratio;
(c) in effecting , provided that such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, up to the next whole nearest cent;
(d) the adjustments . The adjustment provided herein with respect to any options that which are intended to be "incentive stock options" (as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")) shall be and is intended to be effected in a manner which is consistent with the requirements of Section 424(a) of the Code;
(e) except , and to the extent required under the respective it is not so consistent, such Section 424(a) shall override such adjustment. The duration and other terms of the Stock Optionsnew option shall be the same as the original option, except that all restrictions or limitations on transfer and vesting with respect references to Stock Options awarded under the Company Stock Plans or shall be deemed to be references to Buyer, it being understood that any other plan, program or arrangement option that is intended to be an incentive stock option and which is exercised by the option holder more than 3 (three) months from the date of the option holder's termination of employment from the Company or any of its subsidiaries, to the extent that such restrictions Subsidiaries or limitations from Buyer or its Subsidiaries shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent be treated as set forth above; and
(f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementnon-statutory option.
Appears in 3 contracts
Sources: Agreement and Plan of Merger (North Fork Bancorporation Inc), Merger Agreement (Reliance Bancorp Inc), Merger Agreement (North Fork Bancorporation Inc)
Stock Options. At the (a) Effective Time, the Company Stock Plan and each option granted by the Company to purchase shares of Common Stock as of the Company pursuant to the Company Stock Plan ("Company Stock Options") which is outstanding and unexercised immediately prior to the Effective TimeDistribution, shall be assumed by Parent, and each of the Company Stock Options shall be converted into an option to purchase shares of OCWEN Common Stock (“OCWEN Stock Options”) granted and outstanding under either the 2007 Equity Incentive Plan or the 1991 Non-Qualified Stock Option Plan of Parent in such number OCWEN (“OCWEN Option Plans”) shall remain granted and at such exercise price as provided below outstanding and otherwise having the same terms shall not, and conditions as in effect immediately prior OCWEN shall cause (to the Effective Time (except to maximum extent permitted under the extent that such termsOCWEN Option Plans) the OCWEN Stock Options not to, conditions and restrictions may be altered in accordance with their terms terminate, accelerate or otherwise vest as a result of the Merger contemplated hereby Distribution, and except that all references in each such Company Stock Option holder thereof immediately prior to the Company shall Distribution will be deemed entitled to refer to Parent):
receive the following, determined in a manner in accordance with, and subject to, the relevant OCWEN Option Plan, FAS123R and Section 409A of the Internal Revenue Code: (ai) the a number of Parent Shares options to be subject to the new option shall be acquire shares of ALTISOURCE Common Stock equal to the product of (x) the number of shares of Company Common OCWEN Stock subject to Options held by such holder on the original Company Stock Option immediately prior to the Effective Time Distribution and (y) one-third (1/3) (the Exchange Ratio;
(b) the “ALTISOURCE Stock Options”), with an exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio;
(c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected determined in a manner consistent with this Section 2.01 and (ii) the requirements same number of Section 424(a) of the Code;
(e) except OCWEN Stock Options as such holder had prior to the extent required under Distribution, with an adjusted exercise price to be determined in a manner consistent with this Section 2.01 (the respective terms of “Adjusted OCWEN Stock Options”) (the ALTISOURCE Stock Options and the Adjusted OCWEN Stock Options, all restrictions or limitations on transfer and vesting with respect to together, the “Post-Distribution Stock Options”).
(b) The option exercise price of the ALTISOURCE Stock Options awarded under and the Company Adjusted OCWEN Stock Plans or any other plan, program or arrangement Options shall be set at a value so as to maintain the intrinsic value of the Company or any OCWEN Stock Options, both individually and in the aggregate, and to maintain the ratio of its subsidiariesexercise price to fair market value of the OCWEN Stock Options and the Post-Distribution Stock Options.
(c) Each of OCWEN and ALTISOURCE intends that, subsequent to the extent Distribution, ALTISOURCE shall enact, or shall cause to be enacted, one or more equity incentive or similar plans that will allow or provide for the issuance of new options (or other equity-based awards) to acquire ALTISOURCE Common Stock, on such restrictions or limitations shall not have already lapsedterms, and all other terms thereof, shall remain in full force and effect with respect subject to such Stock Options after giving effect conditions (including, without limitation, as to the Merger eligibility, vesting and the assumption by Parent performance criteria), as set forth above; and
(f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent ALTISOURCE may decide in the preparation of, such registration statementits sole discretion.
Appears in 3 contracts
Sources: Employee Matters Agreement (Ocwen Financial Corp), Employee Matters Agreement (Altisource Portfolio Solutions S.A.), Employee Matters Agreement (Altisource Portfolio Solutions S.A.)
Stock Options. At After the Effective Time, each holder of (i) ------------- a then outstanding option (collectively, the Company Stock Plan and each option granted by the Company to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Employee Options") which is outstanding to purchase Shares under Dart's 1992 Stock Option Plan and unexercised immediately prior the Option Agreements between Dart and certain of its officers, directors, employees and consultants thereunder (the "Stock Option Plan"), or (ii) any other option, warrant or other right to acquire (upon purchase, exchange, conversion or otherwise) shares of Dart Common Stock (collectively, the Effective Time"Other Options" and, together with the Employee Options, the "Options"), shall be assumed by Parententitled to receive for each Share subject to such Option, in settlement and each of cancellation thereof, an amount (subject to any applicable withholding tax) in cash equal to the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number difference between the Merger Consideration and at such the per Share exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except of such Option, to the extent that such termsdifference is a positive number (such amount being hereinafter referred to as, conditions and restrictions may be altered the "Option Consideration"). In addition, in accordance with their terms as a result the alternative, each holder of an Option outstanding at the commencement of the Merger contemplated hereby Offer may tender such Option and except that all references in thereby be entitled to receive for each such Company Stock Option to the Company shall be deemed to refer to Parent):
(a) the number of Parent Shares to be Share subject to such Option, upon consummation of the new option shall be Offer and in settlement and cancellation of such Option, an amount (subject to any applicable withholding tax) in cash equal to the product Option Consideration. Notwithstanding the foregoing provisions of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio;
(b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio;
(c) in effecting such assumption and conversionthis Section 4.5, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Person subject to Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a16(a) of the Code;
(eExchange ----------- Act, any such Option Consideration shall be paid as soon as practicable after the first date payment can be made without liability to such Person under Section 16(b) except of the Exchange Act. Dart represents and warrants to Richfood and Merger Subsidiary that the Stock Option Plan has been or will be amended to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect necessary to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving give effect to the Merger and the assumption by Parent as set forth above; and
(f) prior to the Effective Time, Parent shall take all necessary action to assume foregoing as of the Effective Time commencement of the Offer. Upon receipt of the related Option Consideration, the Option shall be canceled. The surrender of an Option to Dart in exchange for the Option Consideration shall be deemed a release of any and all obligations undertaken by Parent under this Section 6.03, including rights the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (holder had or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness may have had in respect of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementOption.
Appears in 3 contracts
Sources: Merger Agreement (Dart Group Corp), Merger Agreement (Richfood Holdings Inc), Merger Agreement (Dart Group Corp)
Stock Options. At Each Agilent Option that is outstanding immediately prior to the Effective Time shall be converted as of the Effective Time into either a Post-Distribution Agilent Option or a Keysight Option as described below:
(i) Each Agilent Option held by an Agilent Group Employee and any Returning Agilent Employee, but not including any Subsequently Transferred Keysight Employee, shall be converted as of the Effective Time, the Company Stock Plan through an adjustment thereto, into a Post-Distribution Agilent Option and each option granted by the Company to purchase shares of Common Stock of the Company pursuant shall, except as otherwise provided in this Section 4.01, be subject to the Company Stock Plan same terms and conditions ("Company Stock Options"including with respect to vesting and expiration) which is outstanding after the Effective Time as applicable to such Agilent Option immediately prior to the Effective Time. From and unexercised after the Effective Time:
(A) the number of Agilent Shares subject to such Post-Distribution Agilent Option, rounded down to the nearest whole share, shall be equal to the product obtained by multiplying (1) the number of Agilent Shares subject to the corresponding Agilent Option immediately prior to the Effective Time, shall be assumed by Parent, and each of (2) the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such Agilent Ratio; and
(B) the per share exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior of such Post-Distribution Agilent Option, rounded up to the Effective Time (except to the extent that such termsnearest cent, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):
(a) the number of Parent Shares to be subject to the new option shall be equal to the product of obtained by multiplying (x1) the number Post-Distribution Agilent Stock Value, by (2) the Option Exercise Price Ratio.
(ii) Each Agilent Option held by a Keysight Group Employee and any Subsequently Transferred Keysight Employee, but not including any Returning Agilent Employee, shall be converted as of shares of Company Common Stock the Effective Time into a Keysight Option outstanding under the Keysight Equity Plan and shall, except as otherwise provided in this Section 4.01(c), be subject to the original Company Stock same terms and conditions (including with respect to vesting and expiration) after the Effective Time as applicable to such Agilent Option immediately prior to the Effective Time Time. From and after the Effective Time:
(yA) the Exchange Ratio;
(b) number of Keysight Shares subject to such Keysight Option, rounded down to the exercise price per Parent Share under the new option nearest whole share, shall be equal to the product obtained by multiplying (x1) the exercise price per share number of Company Common Stock in effect under Agilent Shares subject to the original Company Stock corresponding Agilent Option immediately prior to the Effective Time divided Time, by (y2) the Exchange Keysight Stock Ratio;; and
(cB) the per share exercise price of such Keysight Option, rounded up to the nearest cent, shall be equal to the product obtained by multiplying (1) the Keysight Stock Value, by (2) the Option Exercise Price Ratio of the corresponding Agilent Option. Notwithstanding anything to the contrary in effecting such assumption and conversionthis Section 4.01(c), the aggregate exercise price, the number of Parent Agilent Shares to be and Keysight Shares subject to each assumed Company Stock Post-Distribution Agilent Option will be rounded downand Keysight Option, if necessary, to the next whole share and the aggregate terms and conditions of exercise price of such options, shall be rounded updetermined in a manner consistent with the requirements of Section 409A of the Code provided, if necessaryfurther, that, in the case of any Agilent Option to which Section 421 of the next whole cent;
(d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Code applies by reason of its qualification under Section 422 of the Code) Code as of immediately prior to the Effective Time, the exercise price, the number of Agilent Shares and Keysight Shares subject to such option, and the terms and conditions of exercise of such option shall be effected determined in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statement.
Appears in 3 contracts
Sources: Employee Matters Agreement (Keysight Technologies, Inc.), Employee Matters Agreement (Agilent Technologies Inc), Employee Matters Agreement (Keysight Technologies, Inc.)
Stock Options. (a) At the Effective Time all rights with respect to Company Common Stock under each Company Assumed Option then outstanding shall be converted into and become rights with respect to Parent Common Stock, and Parent shall assume each such Company Assumed Option in accordance with the terms and conditions (as in effect as of the date of this Agreement) of the Company Stock Option Plan under which it was issued and the terms and conditions of the stock option agreement by which it is evidenced. From and after the Effective Time, the (i) each Company Stock Plan and each option granted Assumed Option assumed by the Company to purchase Parent may be exercised solely for shares of Parent Common Stock of the Company pursuant to the Company Stock Plan Stock, ("Company Stock Options") which is outstanding and unexercised immediately prior to the Effective Time, shall be assumed by Parent, and each of the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):
(aii) the number of shares of Parent Shares to be Common Stock subject to the new option each such Company Assumed Option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original such Company Stock Assumed Option immediately prior to the Effective Time and (y) multiplied by the Exchange Ratio;
, rounding down to the nearest whole share, (biii) the per share exercise price per Parent Share under the new option each such Company Assumed Option shall be equal adjusted by dividing the per share exercise price under such Company Assumed Option by the Exchange Ratio and rounding up to the nearest cent, and (xiv) any restriction on the exercise price per share of any such Company Common Stock in effect under the original Company Stock Assumed Option immediately prior to the Effective Time divided by (y) the Exchange Ratio;
(c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain continue in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; andterm, exercisability, vesting schedule and other provisions of such Company Assumed Option shall otherwise remain unchanged.
(fb) prior Prior to the Effective Time, Parent the Company shall take all actions that may be necessary action (under the plans pursuant to assume as which Company Assumed Options are outstanding and otherwise) to effectuate the provisions of the Effective Time all obligations undertaken by Parent under this Section 6.031.11 and to ensure that, including the reservation, issuance from and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, holders of Company Assumed Options have no rights with respect thereto other than those specifically provided in this Section 1.11.
(c) For the avoidance of doubt, Parent shall prepare and file with the SEC not assume any Company Option which is not a registration statement on Form S-8 (or another appropriate form) registering a number Company Assumed Option, each of Parent Shares representing the number of Parent Shares subject to the assumed options and which shall maintain the effectiveness of such registration statement (and maintain the current status terminate as of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementEffective Time.
Appears in 3 contracts
Sources: Merger Agreement (Titan Corp), Merger Agreement (Titan Corp), Merger Agreement (Globalnet Inc)
Stock Options. (a) At the Effective Time, the Company Stock Plan and each outstanding option granted by the Company to purchase shares of Company Common Stock of the Company pursuant to the (a "Company Stock Plan (Option" or, collectively, "Company Stock Options") which is outstanding issued pursuant to the Company's stock option plans listed on Schedule 1.10 hereto (the "Company Plans"), whether vested or unvested, shall be cancelled and, in lieu thereof, Parent shall issue to each holder of a Company Stock Option an option (each, a "Parent Option"), to acquire, on substantially the same terms and unexercised subject to substantially the same conditions as were applicable under such Company Stock Option, including, without limitation, term, exercisability, vesting schedule, status as an "incentive stock option" under Section 422 of the Code, acceleration and termination provisions, the same number of shares of Parent Common Stock as the holder of such Company Stock 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, at a price per share equal to (y) the aggregate exercise price for the shares of Company Common Stock otherwise purchasable pursuant to such Company Stock Option divided by (z) the number of full shares of Parent Common Stock deemed purchasable pursuant to such Company Stock Option; provided, however, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under any of Sections 422 through 424 of the Code, the exercise price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be assumed by Parentadjusted, if necessary, in order to comply with Section 424 of the Code and each provided, further, however, that the number of shares of Parent Common Stock that may be purchased upon exercise of any such Parent Option shall not include any fractional share and, upon exercise of the Parent Option, a cash payment shall be made for any fractional share based upon the average closing price for Parent Common Stock as reported on the Nasdaq Stock Market (or any subsequent national securities exchange on which shares of Parent Common Stock are listed for trading) for the five trading days immediately preceding the date of exercise. Employment with the Company shall be credited to the optionees for purposes of determining the number of vested shares of Parent Common Stock subject to exercise under converted Company Options after the Effective Time. None of the Company Stock Options that are unvested at the Effective Time shall be converted into an option become vested as a result of the execution and delivery of this Agreement or the consummation of the Merger.
(b) As soon as practicable after the Effective Time, but no later than 30 days thereafter, Parent shall deliver to purchase the holders of Company Stock Options appropriate notices setting forth such holders' rights pursuant to the respective Company Plans and stating that the holders will receive Parent Options exercisable for shares of Parent Common Stock of Parent in such number and at such exercise price as provided below and otherwise having on substantially the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):
Options (a) the number of Parent Shares to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio;
(b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided adjustments required by (y) the Exchange Ratio;
(c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in this Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options 1.10 after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) Merger). At or prior to the Effective Time, Parent shall take all corporate action necessary action to assume as reserve for issuance a sufficient number of the Effective Time all obligations undertaken shares of Parent Common Stock for delivery upon exercise of Parent Options issued by Parent under it in accordance with this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options1.10. No later than twenty (20) days As soon as practicable after the Effective Time, to the extent the Parent Common Stock issuable upon exercise of the Parent Options issued in accordance with this Section 1.10 has not previously been registered under the Securities Act of 1933, as amended (the "Securities Act"), then Parent shall prepare and file with the SEC a registration statement on Form S-8 S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), or another appropriate form) registering a number of form with respect to the Parent Shares representing the number of Parent Shares Common Stock subject to the assumed options such Parent Options, and shall use its best efforts to maintain the effectiveness of such registration statement statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such assumed options the Parent Options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statement.
Appears in 3 contracts
Sources: Merger Agreement (St Jude Medical Inc), Merger Agreement (St Jude Medical Inc), Merger Agreement (Ventritex Inc)
Stock Options. At the Effective Time, the Company Stock Plan and each Each outstanding option granted by the Company to purchase shares of Company Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock OptionsOption") which is outstanding granted under the Company's Stock Plans shall be assumed by Parent and unexercised immediately deemed to constitute an option to acquire, on the same terms and conditions (including, without limitation, adjustments for any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction), as were applicable under such Option prior to the Effective Time, the number of shares of Parent Common Stock as the holder of such 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 (not taking into account whether or not such Option was in fact exercisable) at a price per share equal to (x) the aggregate exercise price for Company Common Stock purchasable pursuant to such Option divided by (y) the number of shares of Parent Common Stock deemed purchasable pursuant to such assumed Option, provided that the number of shares of Parent Common Stock that may be purchased upon exercise of any such assumed Option shall not include any fractional share and, upon exercise of such assumed Option, a cash payment shall be assumed by Parentmade for any fractional share based upon the last sale price per share of Parent Common Stock on the trading day immediately preceding the date of exercise. From and after the Effective Time, Parent and each the Surviving Corporation shall comply with the terms of the Company Stock Options shall be converted into an option to purchase shares of Common Plans and the Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions Purchase Plan, as in effect immediately prior to the Effective Time (except Time, with respect to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):
(a) the number of Parent Shares to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to Options outstanding at the Effective Time and (y) the Exchange Ratio;
(b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio;
(c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the Time. The adjustments provided herein with respect to any options Options that are "incentive stock options" (as defined in Section 422 of the Code) or granted pursuant to the Stock Purchase Plan shall be effected in a manner consistent with the requirements of Section 424(a) Sections 422, 423 and 424 of the Code;
(e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementapplicable.
Appears in 3 contracts
Sources: Merger Agreement (Macdonald James L), Merger Agreement (Photronics Inc), Merger Agreement (Align Rite International Inc)
Stock Options. At (a) As of the Effective Time, the Company (i) each outstanding Employee Stock Plan and each option granted by the Company to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Options") which is outstanding and unexercised immediately prior to the Effective Time, shall be assumed by Parent, and each of the Company Stock Options Option shall be converted into an option (an "Adjusted Option") to purchase shares of Common Stock the number of Parent in Shares equal to the number of Shares subject to such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect Employee Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio (except rounded to the extent that nearest whole number of Parent Shares), at an exercise price per share equal to the exercise price for each such termsShare subject to such option divided by the Exchange Ratio (rounded down to the nearest whole cent), conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Employee Stock Option to the Company shall be deemed to refer to Parent):
(a) the number of Parent Shares to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio;
(b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio;
(c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded downwhere appropriate; provided, if necessaryhowever, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) that the adjustments provided herein in this clause (i) with respect to any options that Employee Stock Options which are "incentive stock options" (as defined in Section 422 of the Code) or which are described in Section 423 of the Code, shall be effected affected in a manner consistent with the requirements of Section 424(a) of the Code;
, and (eii) except to Parent shall assume the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement obligations of the Company or any under the Company's stock option plans pursuant to which such Employee Stock Options were issued. The other terms of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsedeach Adjusted Option, and all other terms thereofthe plans or agreements under which they were issued, shall remain continue to apply in full force and effect accordance with respect to such their terms. The date of grant of each Adjusted Option shall be the date on which the corresponding Employee Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; andOption was granted.
(fb) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, (i) reserve for issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares that will become subject to the assumed optionsbenefit plans, programs and arrangements referred to in this Section 7.9 and (ii) issue or cause to be issued the appropriate number of Parent Shares pursuant to applicable plans, programs and arrangements, upon the exercise or maturation of rights existing thereunder on the Effective Time or thereafter granted or awarded. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another other appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject necessary to the assumed options and shall maintain the effectiveness of such fulfill Parent's obligations under this Section 7.9. Such registration statement shall be kept effective (and maintain the current status of the prospectus contained thereinrequired thereby shall be maintained) for so at least as long as such assumed options Adjusted Options remain outstanding. The .
(c) As soon as practicable after the Effective Time, Parent shall deliver to the holders of Employee Stock Options appropriate notices setting forth such holders' rights pursuant to the respective Company stock option plans and the agreements evidencing the grants of such Employee Stock Options and that such Employee Stock Options and the related agreements shall cooperate with, be assumed by Parent and assist Parent shall continue in effect on the preparation of, such registration statementsame terms and conditions (subject to the adjustments required by this Section 7.9 after giving effect to the Merger).
Appears in 3 contracts
Sources: Merger Agreement (Acxiom Corp), Merger Agreement (Acxiom Corp), Merger Agreement (May & Speh Inc)
Stock Options. At the Effective Time, each then outstanding, unexercised option to purchase a share of IFG Common Stock granted under the Company IFG Stock Plan and each option granted held by a Covered Person, whether vested or unvested, shall, by virtue of this Agreement and without any further action of IFG, AIMCO or the Company to purchase shares holder of Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Options") which is outstanding and unexercised immediately prior to the Effective Timesuch option, shall be assumed by Parent, AIMCO and each of the Company Stock Options shall be converted into an option to purchase that number of shares of AIMCO Common Stock of Parent in such number and equal to the Effective AIMCO Common Conversion Ratio, at such an exercise price equal to the difference between (A) the quotient of the exercise price of such option in effect immediately prior to the Effective Time divided by the Effective AIMCO Common Conversion Ratio, less (B) the quotient of the Special Dividend Amount divided by the Effective AIMCO Common Conversion Ratio, less (C) the Cash Amount, if any. Except for the foregoing adjustments and as provided below in the last sentence of this subsection, each option so assumed by AIMCO under this Agreement shall continue to have, and otherwise having be subject to, the same terms and conditions set forth in the IFG Stock Plan and the applicable stock option agreement, as in effect immediately prior to the Effective Time (except Time. AIMCO agrees to the extent use its best efforts to ensure that such terms, conditions and restrictions may be altered in accordance with their terms options intended to qualify as a result incentive stock options under Section 422 of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):
(a) the number of Parent Shares to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately Code prior to the Effective Time continue to so qualify after the Effective Time. AIMCO covenants and (y) agrees that if the Exchange Ratio;
(b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share employment of Company Common Stock in effect under the original Company Stock Option immediately any Covered Person should terminate prior to the Effective Time divided vesting of all options held by (y) the Exchange Ratio;
(c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) prior to Covered Person which were unvested at the Effective Time, Parent shall take all necessary action then AIMCO shall, promptly after such termination, pay to assume either such Covered Person or SpinCo an amount equal to the "in the money" spread value of such remaining unvested options as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statement.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Apartment Investment & Management Co), Agreement and Plan of Merger (Insignia Financial Group Inc)
Stock Options. (a) At the Effective Time, the Company Stock Plan and each option granted by the Company to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Options") which is outstanding and unexercised or immediately prior to the Effective Time, each outstanding Company Option (defined below) which is vested or which pursuant to the terms of the relevant Stock Plan (defined below) become vested by virtue of the Offer or the Merger shall be assumed by Parentcanceled, and each holder of any such option shall be paid by the Company Stock Options shall be converted into promptly after the Effective Time for each such option an option to purchase shares amount determined by multiplying (i) the excess, if any, of Common Stock of Parent in such number and at such $29.25 per Share over the applicable exercise price as provided below and otherwise having of such option by (ii) the same terms and conditions as number of Shares such holder could have purchased had such holder exercised such option in effect full immediately prior to the Effective Time (except as if such Company Option was exercisable in full); subject to the extent that such terms, conditions limitations set forth in an amendment to certain option agreements (true and restrictions may be altered in accordance complete copies of which have been provided to Parent) with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option respect to the Company Options issued in 1999. The Company shall take such action or, if required, shall amend each of the Company's Stock Plans that do not provide for the vesting of unvested Company Options by virtue of the Offer or the Merger so that, at the Effective Time, each of the then outstanding unvested Company Options shall by virtue of the Merger, and without any further action on the part of any holder thereof, be deemed assumed by Parent and converted into an option to refer to Parent):
purchase that number of shares of common stock, par value $.10 per share (a) "PARENT COMMON STOCK"), of Parent determined by multiplying the number of Parent Shares to be subject to such Company Option at the new option shall be Effective Time by the quotient obtained by dividing (x) $29.25 by (y) the average closing price of Parent Common Stock on the New York Stock Exchange Composite Tape for the 30 consecutive trading days immediately prior to the Effective Time (such quotient, the "CONVERSION NUMBER"), at an exercise price per share of Parent Common Stock equal to the product of quotient obtained by dividing (x) the number exercise price per Share of shares of such Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio;
(b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio;
(c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statement.the
Appears in 2 contracts
Sources: Merger Agreement (Platinum Technology International Inc), Merger Agreement (Computer Associates International Inc)
Stock Options. At the Effective Time, each option outstanding (and which by its terms does not lapse on or before the Effective Time) to purchase Company Common Stock (a "Company Stock Option") granted under the Company's 1993 Employee Stock Option Plan, as amended (the "Company Employee Option Plan"), or the Company's 1993 Outside Director Stock Option Plan (the "Company Director Plan" and, together with the Company Stock Plan and each Employee Option Plan, the "Company Option Plans"), whether or not then vested or exercisable, shall be replaced by a comparable option granted by the Company to purchase shares of Parent Common Stock (a "Parent Stock Option"), after giving effect to the requirements of the Company Option Plans (including without limitation any provisions with respect to a change of control of the Company) pursuant to which it was granted and any stock option agreement by which it is evidenced. Notwithstanding the foregoing, in the event that, as of the Effective Time, Parent shall not have reserved a sufficient number of shares for issuance upon exercise of each of the Parent Stock Options contemplated by this Section 2.5, then, to the extent of such deficiency and on a pro rata basis, each holder of a Company Stock Plan Option ("Company Stock Options"whether or not then vested or exercisable) which is outstanding and unexercised shall be entitled to receive, immediately prior to the Effective Time, cash in an amount equal to the difference between (A) the Base Consideration Value minus (B) the per-share exercise price of the applicable Company Stock Option. It is intended that the foregoing provisions shall be assumed by Parent, and each undertaken in a manner that will not constitute a "modification" as defined in Section 424 of the Code as to any stock option which is an "incentive stock option." Each Parent Stock Option shall be exercisable for that number of shares of Parent Common Stock equal to the number of the Company Shares subject to the corresponding Company Stock Options Option multiplied by the Stock Exchange Ratio, and shall have an exercise price per share equal to its exercise price per Company Share divided by the Stock Exchange Ratio (the "Adjusted Strike Price"). Any resulting fractional share of Parent Common Stock shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior rounded down to the Effective Time (except nearest whole share and Parent shall pay an amount in cash to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result holder of the Merger contemplated hereby and except that all references in each such Company Stock Option to at the Company shall be deemed to refer to Parent):
(a) the number of Parent Shares to be subject to the new option shall be Effective Time equal to the product of (x) the number such fractional share of shares of Company Parent Common Stock subject multiplied by an amount equal to the original Company Stock Option immediately prior to Value minus the Effective Time and (y) the Exchange Ratio;
(b) the exercise price per Adjusted Strike Price. Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio;
(c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price Company shall use commercially reasonable efforts to take all such steps as may be rounded up, if necessary, required to cause the next whole cent;
(d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in transactions contemplated by this Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer 2.5 and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement dispositions of equity securities of the Company or any dispositions of its subsidiaries, to Parent equity securities in connection with this Agreement by each individual who (i) is a director or officer of the extent that such restrictions Company or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(fii) prior to at the Effective Time, Parent shall take all necessary action will become a director or officer of Parent, to assume as be exempt under Rule 16b-3 of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementExchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Crossmann Communities Inc), Merger Agreement (Crossmann Communities Inc)
Stock Options. At (a) As soon as practicable following the date of this Agreement, the Board of Directors of the Company (or, if appropriate, any committee thereof administering the Stock Plans) shall adopt such resolutions or take such other actions as may be required to effect the following:
(i) adjust the terms of all outstanding Stock Options granted under the Company Stock Plans, whether vested or unvested, as necessary to provide that, at the Effective Time, the Company each Stock Plan and each option granted by the Company to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Options") which is Option outstanding and unexercised immediately prior to the Effective Time, Time shall be assumed by Parent, amended and each of the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having acquire, on the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that were applicable under such termsStock Option, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):
(a) the number of Parent Shares to be subject (rounded down to the new option shall be nearest whole share) equal to the product of (xA) the number of shares of Company Common Stock subject to the original Company such Stock Option immediately prior to the Effective Time and multiplied by (yB) the Exchange Ratio;
(b) the , at an exercise price per Parent Share under (rounded up to the new option shall be nearest whole cent) equal to (x) the exercise price per share of Company Common Stock in effect under the original Company otherwise purchasable pursuant to such Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio;Ratio (each, as so adjusted, an "Adjusted Option"); and
(cii) in effecting make such assumption and conversion, other changes to the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, Plans as the Company and Parent may agree are appropriate to give effect to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;Merger.
(db) the The adjustments provided herein in this Section 5.04 with respect to any options that are "incentive stock options" (as defined in Stock Option to which Section 422 421(a) of the Code) Code applies shall be and are intended to be effected in a manner which is consistent with the requirements of Section 424(a) of the Code;. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Stock Options appropriate notices setting forth such holders' rights pursuant to the respective Company Stock Plans and the agreements evidencing the grants of such Stock Options and that such Stock Options and agreements shall be assumed by Parent and shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 5.04 after giving effect to the Merger).
(ec) except A holder of an Adjusted Option may exercise such Adjusted Option in whole or in part in accordance with its terms by following procedures to be communicated by Parent with the notice contemplated by Section 5.04(b), together with the consideration therefor and the Federal withholding tax information, if any, required in accordance with the related Company Stock Plan or Stock Option Agreement.
(d) Except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options options after giving effect to the Merger and the assumption by Parent as set forth above; and.
(fe) prior Prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.035.04, including the reservation, issuance and listing of a number of Parent Shares ADSs at least equal to the number of Parent Shares subject to the assumed optionsAdjusted Options. No later than twenty (20) days one business day after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares ADSs representing the number of Parent Shares subject to the assumed options Adjusted Options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options Adjusted Options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statement.
Appears in 2 contracts
Sources: Merger Agreement (Vivendi), Merger Agreement (Mp3 Com Inc)
Stock Options. (a) At the Effective Time, the Company Stock Plan and each option granted by the Company to purchase shares of Company Common Stock of the Company pursuant to the Company Stock Plan (a "Company Stock OptionsOption") which is outstanding and unexercised immediately prior thereto shall cease to the Effective Time, shall be assumed by Parent, represent a right to acquire shares of Company Common Stock and each of the Company Stock Options shall be converted automatically into an option (a "Converted Company Option") to purchase shares of iPCS Common Stock of Parent in such number an amount and at such the exercise price determined as provided below (and otherwise having the same terms and conditions as in effect immediately prior subject to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby Company's 2004 Stock Incentive Plan, as amended (the "Company Option Plan"), the agreements evidencing grants thereunder, and except that all references in each such Company Stock Option to any other agreements between the Company shall be deemed to refer to Parentand an optionee regarding Company Options):
(ai) the number of Parent Shares shares of iPCS Common Stock to be subject to the new option Converted Company Option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio;, provided that any fractional share of iPCS Common Stock resulting from such multiplication shall be rounded down to the nearest whole share; and
(bii) the exercise price per Parent Share share of iPCS Common Stock under the new option Converted Company Option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio;
(c) in effecting , provided that such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, up to the next nearest whole cent;.
(db) the adjustments The adjustment provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) Company Option shall be and is intended to be effected in a manner which is consistent with the requirements of Section 424(a) of the Code;
Code and Section 409A of the Code (e) except or a good faith interpretation thereof in the absence of definitive guidance thereunder), and to the extent required under it is not so consistent, such Section 424(a) and Section 409A shall override anything to the respective contrary contained herein. The duration and other terms of the Stock Converted Company Options shall be the same as the original Company Options, except that all restrictions or limitations on transfer and vesting with respect references to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, shall be deemed to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect be references to such Stock Options after giving effect to the Merger and the assumption by Parent iPCS. As soon as set forth above; and
(f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days practicable after the Effective Time, Parent but no later than 15 Business Days thereafter, iPCS shall prepare and file with use its reasonable best efforts to register under the SEC a registration statement Securities Act of 1933, as amended (the "Securities Act"), on Form S-8 or other appropriate form (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject and use its reasonable best efforts to the assumed options and shall maintain the effectiveness thereof) shares of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The iPCS Common Stock issuable pursuant to all Company shall cooperate with, and assist Parent in the preparation of, such registration statementOptions converted pursuant to this Section 1.5.
Appears in 2 contracts
Sources: Merger Agreement (Horizon PCS Inc), Merger Agreement (Ipcs Inc)
Stock Options. At the Effective Time, the Company Stock Plan and each option granted by the Company to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Options"i) which is outstanding and unexercised immediately prior to the Effective Time, shall be assumed by Parent, and each of the Company Stock Options shall be converted into an Each option to purchase shares of Company Common Stock (each, a “Company Stock Option”) granted under or outside of Parent in such number the employee and at such exercise price as provided below and otherwise having director stock plans of the same terms and conditions as in effect Company (the “Company Stock Plans”), whether vested or unvested, that is outstanding immediately prior to the Effective Time (except to the extent that such termsshall, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby Effective Time, become fully vested and except that all references be converted into the right at the Effective Time to receive an amount in each such Company Stock Option to the Company shall be deemed to refer to Parent):
(a) the number of Parent Shares to be subject to the new option shall be cash, equal to the product of (x) the total number of shares of Company Common Stock subject to the original such Company Stock Option immediately prior to the Effective Time and multiplied by (y) the Exchange Ratio;
(b) excess, if any, of the exercise price per Parent Share under amount of the new option shall be equal to (x) Merger Consideration over the exercise price per share of Company Common Stock subject to such Company Stock Option, with the aggregate amount of such payment rounded to the nearest cent (the aggregate amount of such cash for all holders of Company Stock Options, being hereinafter referred to as the “Option Consideration”).
(ii) The compensation committee of the board of directors of the Company shall pass such resolutions with respect to the Company Stock Options consistent with the foregoing provisions of this Section 5.5.
(iii) As soon as practicable after the date of this Agreement, the Company shall issue written notice in effect under the original a form reasonably acceptable to Parent to each holder of a Company Stock Option which is outstanding as of the date of this Agreement providing among other things that the Company has entered into the Agreement and contingent on the closing of the Merger,
(A) all Company Stock Options, including any unvested portion as of the date of this Agreement, will be fully vested and exercisable at any time from the date of the notice until the earlier of the date of termination of the Company Stock Option under the terms of the Company Stock Option or immediately prior to the Effective Time divided by (y) of the Exchange RatioMerger;
(cB) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed all unexercised Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect to any options that Options which are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) outstanding immediately prior to the Effective Time, Parent shall take all necessary action to assume Time will be converted as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number right to receive the cash consideration, if any, described in Section 5.5(a)(i) of Parent Shares subject the Agreement;
(C) except as to the assumed options. No later than twenty (20right to receive the cash consideration, if any, described in Section 5.5(a)(i) days after of the Agreement, all Company Stock Options outstanding as of the Effective Time will terminate and cease to remain outstanding as of the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statement.
Appears in 2 contracts
Sources: Merger Agreement (W R Grace & Co), Merger Agreement (Synthetech Inc)
Stock Options. (i) At the Effective Time, and subject to the Company provisions of paragraph (ii) of this Section 1.02(g), each option to acquire First Essex Common Stock Plan ("First Essex Option") which is then outstanding and exercisable immediately prior to the Effective Time held by (A) a director of First Essex, (B) an employee of First Essex who will not continue employment with Sovereign following the Effective Date, (C) an employee of First Essex holding fewer than 2,000 First Essex Options who will continue employment with Sovereign following the Effective Date, or (D) an employee of First Essex holding in excess of 2,000 First Essex Options who will continue employment with Sovereign following the Effective Date and so elects pursuant to a written election submitted to First Essex prior to the Election Date, shall be terminated and each option granted by the Company grantee thereof shall be entitled to purchase shares receive, in lieu of, and in full satisfaction of, each share of First Essex Common Stock that would otherwise have been issuable upon the exercise thereof, an amount equal to the positive difference between the Cash Consideration and the exercise price for such First Essex Option; provided, however, that if no positive difference exists between the Cash Consideration and the exercise price for a First Essex Option covered by this Section 1.02(g)(i), such First Essex Option shall be converted in a manner specified in Section 1.02(g)(ii). First Essex agrees to take or cause to be taken all action necessary to provide for termination of First Essex Options covered by this Section 1.02(g)(i) and the payment of the Company amounts required in connection therewith effective at or before the Effective Time.
(ii) In the event that an employee of First Essex holding in excess of 2,000 First Essex Options who will continue employment with Sovereign following the Effective Date so elects pursuant to a written election submitted to First Essex prior to the Company Stock Plan Election Date, which shall be in such form as shall be prescribed by First Essex and reasonably satisfactory to Sovereign, each First Essex Option held by such holder ("Company Stock Options"or by a holder of a First Essex Option for which no positive difference exists between the Cash Consideration and the exercise price of such First Essex Option as provided in Section1.02(g)(i)) which is outstanding and unexercised immediately prior to the Effective Time, whether or not then outstanding an unexercised immediately prior to the Effective Time, whether or not then exercisable, shall be assumed by Parent, cease to represent a right to acquire shares of First Essex Common Stock and each of the Company Stock Options shall be converted automatically into an option to purchase shares of Sovereign Common Stock and the corresponding number of Parent in such number Sovereign Stock Purchase Rights, and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such termsSovereign shall assume each First Essex Option, conditions and restrictions may be altered in accordance with their the terms as a result of the Merger contemplated hereby applicable First Essex Stock Option Plan and stock option or other agreement by which it is evidenced, except that all references in each from and after the Effective Time, (i) Sovereign and its Board of Directors shall be substituted for First Essex and the committee of First Essex's Board of Directors (including, if applicable, the entire Board of Directors of First Essex) administering such Company First Essex Stock Option to the Company shall Plan, (ii) each First Essex Option assumed by Sovereign may be deemed to refer to Parent):
exercised solely for shares of Sovereign Common Stock, (a) the number of Parent Shares to be subject to the new option shall be equal to the product of (xiii) the number of shares of Company Sovereign Common Stock subject to such First Essex Option shall be equal to the original Company number of shares of First Essex Common Stock subject to such First Essex Option immediately prior to the Effective Time multiplied by the Common Stock Exchange Ratio, as the case may be, provided that any fractional shares of Sovereign Common Stock resulting from such multiplication shall be rounded down to the nearest share, and (yiv) the per share exercise price under each such First Essex Option shall be adjusted by dividing the per share exercise price under each such First Essex Option by the Common Stock Exchange Ratio;
(b) , as the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio;
(c) in effecting case may be, provided that such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, up to the next whole nearest cent;
. Notwithstanding clauses (diii) and (iv) of the adjustments provided herein with respect to any options that are preceding sentence, each First Essex Option which is an "incentive stock optionsoption" (shall be adjusted as defined in required by Section 422 424 of the Code) shall be effected in IRC, and the regulations promulgated thereunder, so as not to constitute a manner consistent with modification, extension or renewal of the requirements option within the meaning of Section 424(a424(h) of the Code;IRC. Sovereign and First Essex agree to take all necessary steps to effect the foregoing provisions of this Section 1.02(g).
(eiii) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) prior Prior to the Effective Time, Parent First Essex shall take or cause to be taken all necessary action actions required under First Essex Stock Option Plans to assume as provide for the actions set forth in paragraphs (i) and (ii) of the Effective Time all obligations undertaken by Parent under this Section 6.031.02(g), including the reservation, issuance and listing of a number of Parent Shares at least equal which actions shall be reasonably satisfactory to the number of Parent Shares subject to the assumed options. No later than twenty Sovereign.
(20iv) Within 10 days after the Effective TimeDate, Parent Sovereign shall prepare and file with the SEC a registration statement on Form S-8 (or another any other successor or appropriate form) registering a number with respect to the shares of Parent Shares representing the number of Parent Shares Sovereign Common Stock and Sovereign Stock Purchase Rights subject to the assumed options referenced in this Section 1.02(g), and shall maintain the effectiveness of such registration statement (and use its reasonable best efforts to maintain the current status of the prospectus or prospectuses contained therein) therein for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statement.
Appears in 2 contracts
Sources: Merger Agreement (Sovereign Bancorp Inc), Merger Agreement (First Essex Bancorp Inc)
Stock Options. (a) At the Effective Time, the Company Stock Plan and each outstanding option granted by the Company to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan Shares (a "Company Stock OptionsOption") which is outstanding granted under the Company's plans identified in Schedule 1.04 (collectively, the "Company Stock Option Plans"), whether vested or not vested, shall be deemed assumed by Acquiror and unexercised immediately shall thereafter be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option prior to the Effective Time, shall be assumed by Parent, and each the number (rounded up to the nearest whole number) of the Company Stock Options shall be converted into an option to purchase shares of Acquiror Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):
(a) the number of Parent Shares to be subject to the new option shall be equal to the product of determined by multiplying (x) the number of shares of Company Common Stock Shares subject to the original such Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio;
(b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio;
, at a price per share of Acquiror Common Stock (crounded up to the nearest whole cent) in effecting equal to (A) the exercise price per Share otherwise purchasable pursuant to such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
divided by (dB) the adjustments provided herein with respect Exchange Ratio; provided, however, that in the case of any Company Stock Option to any options that are "incentive stock options" (as defined in which Section 422 of the Code) Code applies, the adjustments provided for in this Section shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Options. In addition, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal Company will make any amendments to the number terms of Parent Shares subject such stock option or compensation plans or arrangements that are necessary to give effect to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstandingtransactions contemplated by this Section. The Company shall cooperate with, and assist Parent represents that no consents are necessary to give effect to the transactions contemplated by this Section.
1.4 SECTION 1.10. Section 1.10 is deleted in the preparation of, such registration statementits entirety.
1.5 SECTION 8.02. The introductory paragraph of Section 8.02 is amended to read in its entirety as follows:
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Ladd Furniture Inc), Agreement and Plan of Merger (La-Z-Boy Inc)
Stock Options. At The Company shall establish an incentive stock option plan for the Effective Timeexecutives, the Company Stock Plan employees and each option granted by the Company to purchase shares of Common Stock directors of the Company (the "Plan"). The participants in the Plan shall be entitled to purchase, pursuant to the Company Stock Plan options to be granted thereunder ("Company Stock Options") which is outstanding and unexercised immediately prior to the Effective Time, shall be assumed by Parent, and each of the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):
(a) the number of Parent Shares to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio;
(b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio;
(c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of within the Code) shall be effected in a manner consistent with the requirements meaning of Section 424(a422(b) of the Internal Revenue Code;
, or non-incentive stock options) an aggregate number of shares of the Company's common stock, one-third cent par value (e) except the "Common Stock"), as shall be equal to approximately 20% of the total number of shares of Common Stock which shall be issued and outstanding upon consummation of the stock purchase agreement dated of as May 3, 1999 between the Company and the Executive (the "post-agreement issued and outstanding shares"). As soon as practically possible after the Plan has been authorized by the Company's shareholders, the Company shall register the Common Stock to be issued upon exercise of the options to be granted thereunder for sale by the Company, and for resale by holders thereof, pursuant to the extent required Securities Act of 1933, as amended. The Executive, together with the Company's new President, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and such other executives as shall be hired by the Company during the term of this Agreement upon the advice of ▇▇. ▇▇▇▇▇▇, shall be entitled to purchase, pursuant to the options to be granted under the respective terms Plan an aggregate number of shares of Common Stock as shall be equal to 10% of the total number of post-agreement issued and outstanding shares. The exercise price for each of such options shall be $1.00 per share or the fair market value of the Common Stock Optionson the date of grant thereof, whichever shall be greater. The vesting of such options shall occur at the rate of 25% per annum at the end of each Review Period during the Employment Period, and the exercise of all vested options shall be conditioned upon the achievement of a set of pre-determined earnings, revenue and other performance targets to be formulated by the Board or the committee administering the Plan. The term of such options shall be the 51 month period commencing on the date of commencement of the Employment Period. The Plan and such options shall provide that, upon the death, disability or termination of employment of the Executive other than "for cause," all options which shall then have vested, or which would have vested if such event had occurred on the last day of the then current Review Period, shall be exercisable by the Executive, or by the person or persons to whom such options shall pass by will or by the laws of descent and distribution, as the case may be, during the six month period following the date of occurrence of such event, provided, that, all restrictions applicable conditions to the exercise of such options shall have been satisfied on or before the date of exercise thereof. Each option granted pursuant to the Plan shall also contain such other terms, limitations on transfer and vesting with respect conditions as the Board or the committee administering the Plan shall deem appropriate pursuant to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement provisions of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementPlan.
Appears in 2 contracts
Sources: Employment Agreement (Mikron Instrument Co Inc), Employment Agreement (Mikron Instrument Co Inc)
Stock Options. 2.6.1. At the Effective Time, each Option, whether or not vested, that has an exercise price that is equal to or greater than the Company ▇▇▇▇▇▇'▇ Stock Plan and each option granted by the Company to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Options") which is outstanding and unexercised immediately prior to Value shall be cancelled, without any payment or other consideration therefor. At the Effective Time, except as otherwise provided in Section 7.13, all other Options, whether or not vested, shall be assumed by Parentcancelled and, and as soon as reasonably practicable after the Effective Time, each holder of the Company Stock such Options shall be converted into receive in lieu of such Options an option to purchase shares of Common Stock of Parent amount in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior cash, without interest, equal to the Effective Time (except to Options Spread Value. For any holder of Options, the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):
(a) the number of Parent Shares to be subject to the new option "Options Spread Value" shall be equal to, with respect to such Options, the difference, if positive, between (i) the product of (x) the ▇▇▇▇▇▇'▇ Stock Value multiplied by the number of shares of Company Common Stock subject to such Options less (ii) the original aggregate exercise price with respect to such Options. The "▇▇▇▇▇▇'▇ Stock Value" shall be equal to the closing price of a share of Company Common Stock Option as reported on the American Stock Exchange on the Business Day immediately prior to the Effective Time and (y) the Exchange Ratio;Time.
(b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior 2.6.2. Prior to the Effective Time divided by (y) the Exchange Ratio;
(c) in effecting such assumption and conversionTime, the aggregate number of Parent Shares Company (a) shall take all reasonable steps necessary to be subject to each assumed Company Stock Option will be rounded down, if necessary, make any amendments to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock OptionsOption Plans, all restrictions the individual Option agreements or limitations on transfer and vesting with respect the Options that are necessary to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving give effect to the Merger transactions contemplated by this Agreement, and (b) shall take reasonable steps necessary to obtain at the assumption by Parent as set forth above; andearliest practicable date all written consents (if necessary) from holders of Options to effect the cancellation of such holders' Options at the Effective Time in accordance with Section 2.6.1.
(f) 2.6.3. At or prior to the Effective Time, Parent the Company shall take all reasonable and necessary action actions to assume as advise the holders of the Effective Time all obligations undertaken by Parent Options of their respective rights under this Agreement (including, without limitation, as contemplated by Section 6.037.13), including the reservationOptions, issuance the respective Option agreements and listing the respective Stock Option Plans, to facilitate the timely exercise of a number such rights and obligations to effectuate the provisions of Parent Shares at least equal to the number of Parent Shares subject to the assumed optionsthis Section 2.6 and Section 7.13. No later than twenty (20) days From and after the Effective Time, Parent no holder of Options shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness have any rights in respect of such registration statement Options, other than to receive consideration in the manner described in Section 2.6.1 (and maintain the current status of the prospectus contained therein) for so long except as such assumed options remain outstandingotherwise contemplated by Section 7.13). The Company surrender of any Options and the receipt of consideration therefor in accordance with Section 2.6.1 shall cooperate withbe deemed a release of any and all rights the holder of such Options had, and assist Parent or may have had, in the preparation of, respect of such registration statementOptions.
Appears in 2 contracts
Sources: Merger Agreement (Gart Sports Co), Merger Agreement (Oshmans Sporting Goods Inc)
Stock Options. At (a) As soon as practicable following the Effective Timedate of this Agreement, Parent and Company (or, if appropriate, any committee of the board of directors of Company administering the Company Stock Plan and Option Plan) shall take such action as may be required to effect the following provisions of this Section 1.8(a). Subject to the provisions of Section 16 of the Exchange Act, as of the Effective Time each option granted by the Company to purchase shares of Company Common Stock of the Company pursuant to the Company Stock Option Plan (a "Company Stock OptionsOption") which that is then outstanding shall be assumed by Parent and unexercised converted into an option (or a new substitute option shall be granted) (an "Assumed Stock Option") exercisable for such amount of cash and shares of Parent Company Stock as would have been received in respect of Company Common Stock subject to such Company Stock Option had such Company Stock Option been exercised in full immediately prior to the Effective Time (such that, immediately after the Effective Time, shall be assumed by Parent, and each of the (i) a Company Stock Options Option for one share of Company Common Stock shall be converted into an option Assumed Stock Option exercisable for the Merger Consideration at the exercise price in effect immediately prior to purchase shares the Effective Time and (ii) any restriction on the exercise of Common any such Company Stock Option and other provisions of such Company Stock Option in effect at the Effective Time (after taking into account any vesting that may result from the approval or consummation of the Merger) shall otherwise remain unchanged; provided, however, that each Company Option assumed by Parent in accordance with this Section 1.8 (and the cash to be received by the holder upon exercise thereof) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, reverse stock split, reclassification, recapitalization or other similar transaction.
(b) As soon as practicable after the Effective Time, Parent shall deliver to the holders of Company Stock Options appropriate notices setting forth such number holders' rights pursuant to the Company Option Plan and at the agreements evidencing the grants of such exercise price as provided below Company Stock Options and otherwise having that such Company Stock Options and agreements have been assumed by Parent and shall continue in effect on the same terms and conditions as in effect immediately prior to the Effective Time (except subject to the provisions of this Section 1.8). Parent shall comply with the terms of the Company Option Plan and ensure, to the extent that such termsrequired by, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):
(a) the number of Parent Shares to be subject to the new option shall be equal to provisions of, the product of (x) Company Option Plan, that the number of shares of Company Common Stock subject to the original Company Stock Option immediately Options which qualified as qualified stock options prior to the Effective Time and (y) the Exchange Ratio;
(b) the exercise price per Parent Share under the new option shall be equal continue to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to qualify as qualified stock options after the Effective Time divided by (y) the Exchange Ratio;Time.
(c) in effecting Parent shall take such actions as are reasonably necessary for the assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, Option Plan pursuant to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.031.8, including the reservation, issuance and using its Reasonable Efforts to provide for the listing of a number of Parent Shares at least equal Common Stock as is necessary to effectuate the number of Parent Shares subject to the assumed optionstransactions contemplated by this Section 1.8. No later than twenty (20) days after the Effective Time, Parent shall use its Reasonable Efforts to prepare and file with the SEC a registration statement on Form S-8 (or another other appropriate form) registering a number form with respect to shares of Parent Shares representing the number of Parent Shares Common Stock subject to the assumed options Assumed Stock Options and shall to maintain the effectiveness of such registration statement or registration statements covering such Assumed Stock Options (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such assumed options Assumed Stock Options remain outstanding. The With respect to those individuals, if any, who subsequent to the Effective Time will be subject to the reporting requirements under Section 16(a) of the Exchange Act, where applicable, Parent shall use all Reasonable Efforts to administer the Company shall cooperate with, and assist Parent Option Plans assumed pursuant to this Section 1.8 in a manner that complies with Rule 16b-3 promulgated under the preparation of, Exchange Act to the extent the Company Option Plan complied with such registration statementrule prior to the Merger.
Appears in 2 contracts
Sources: Merger Agreement (Chiles Offshore Inc/New/), Merger Agreement (Ensco International Inc)
Stock Options. At (a) Prior to the Effective Time, the Company Stock Plan and each option granted by (or, if appropriate, any committee of the Company to purchase shares Board of Common Stock Directors of the Company administering the Company's 1989 Stock Option Plan and 1997 Stock Option Plan (each, a "COMPANY OPTION PLAN")) shall (i) obtain all necessary consents from, and provide (in a form acceptable to Parent) any required notices (including the notices required by paragraph (b) below) to, holders of Company Stock Options and (ii) amend the terms of the applicable Company Option Plan, in each case as is necessary to give effect to the following provisions of this Section 3.2(a):
(i) Subject to the provisions of Section 16 of the Exchange Act, at the Effective Time each outstanding option to purchase Shares of Company Common Stock pursuant to the Company Stock Option Plans (a "COMPANY STOCK OPTION") that is then vested pursuant to the terms of the relevant Company Option Plan ("including Company Stock Options") which is outstanding and unexercised immediately prior to Options that vest at the Effective Time, ) shall be assumed by Parent, and each of cancelled in exchange for the Company Stock Options shall be converted into right to receive an option to purchase shares of Common Stock of Parent amount in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):
(a) the number of Parent Shares to be subject to the new option shall be cash equal to the product of (xA) the excess, if any, of the Offer Price over the per share exercise price for one Share subject to such Company Stock Option multiplied by (B) the number of shares of Company Common Stock vested Shares subject to the original such Company Stock Option.
(ii) In respect of each outstanding Company Stock Option immediately prior to the Effective Time and that shall not vest by its terms (y) the Exchange Ratio;
(b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided without any further action by (y) the Exchange Ratio;
(c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans in respect of any Company Option Plan) at or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) prior to the Effective Time, Parent shall take all necessary action to assume as of notify the Company no later than the Effective Time all obligations undertaken whether such Company Stock Option shall be subject to clause (A) or (B) below.
(A) Subject to the provisions of Section 16 of the Exchange Act, at the Effective Time each outstanding Company Stock Option which is designated by Parent under to be subject to this Section 6.03, including clause (A) as provided above shall immediately vest and shall be cancelled in exchange for the reservation, issuance and listing of a number of Parent Shares at least right to receive an amount in cash equal to the number product of Parent Shares subject to (A) the assumed options. No later than twenty (20) days after the Effective Timeexcess, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status if any, of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in Offer Price over the preparation of, such registration statement.per share
Appears in 2 contracts
Sources: Merger Agreement (Texas Instruments Inc), Merger Agreement (Texas Instruments Inc)
Stock Options. At Subject to and conditioned upon the Effective TimeExecutive’s delivering to the Company the Release provided for in Section 16 with all periods for revocation expired and notwithstanding any provision in the Incentive Compensation Plan, the Company Stock Plan and each 1998 Option Plan, other relevant plan or program or this Section 5:
(i) for a period of ninety (90) days following the date of the Executive’s Termination (or such longer period as may be set forth in the applicable stock option plan or award agreement), but not later than the expiration of the stated option term under the award, all stock options granted to the Executive by the Company to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Options") which is that are both outstanding and unexercised vested immediately prior to the Effective Time, shall be assumed by Parent, and each of the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time Termination (except to the extent that such terms, conditions and restrictions may be altered in accordance with their then existing terms as a result of the Merger contemplated hereby and except that this Section 5(c)) shall remain outstanding and exercisable, after which all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):
(a) the number of Parent Shares to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio;
(b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio;
(c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect to any stock options that are "incentive stock options" (as defined in Section 422 of the Code) have not been exercised shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth aboveimmediately terminate; and
(fii) prior all stock options granted to the Effective TimeExecutive by the Company which have not otherwise vested shall be forfeited immediately upon Termination; provided, Parent shall take all necessary action to assume as any outstanding unvested stock option award that vests in a single sum determined solely on the basis of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing Executive’s continuous employment through a stated vesting period of a more than one (1) year shall vest as to such number of Parent Shares at least equal to stock options stock on the date of the Executive’s Termination as equals the fraction the numerator of which is the number of Parent Shares subject to full months (based on the assumed options. No monthly “anniversary” date of the award) so continuously employed from the first day of such vesting period through the Termination Date and the denominator of which is the total number of months comprising the vesting period of such award, and such vested options shall remain outstanding and exercisable thereafter for a period of ninety (90) days following the date of the Executive’s Termination (or such longer period as may be set forth in the applicable stock option plan or award agreement), but not later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status expiration of the prospectus contained therein) for so long as stated option term under the award, after which all such assumed stock options remain outstandingthat have not been exercised shall immediately terminate. The Company shall cooperate withFor purposes hereunder, and assist Parent in the preparation ofterm “stock option” also means all other similar equity instruments, such registration statementincluding, but not limited to, stock appreciation rights.
Appears in 2 contracts
Sources: Employment Agreement (Cooper Tire & Rubber Co), Employment Agreement (Cooper Tire & Rubber Co)
Stock Options. At the Effective Time, the each Company Stock Plan and each Award that is a stock option granted by the Company to purchase shares of Company Common Stock (each a “Company Stock Option”) that is outstanding immediately prior to the Effective Time and is held by a Continuing Service Provider, whether or not then vested or exercisable (each, an “Assumed Option”) shall be assumed by Parent and converted into an option to acquire a number of shares of Parent Class A Common Stock, as provided herein. Each such Assumed Option shall be subject to the Company pursuant same terms and conditions as applied to the Company Stock Plan ("Company Stock Options") which is outstanding and unexercised Option immediately prior to the Effective Time, shall be assumed by Parentincluding the vesting schedule applicable thereto, and each of the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):
(aA) the number of shares of Parent Shares to be Class A Common Stock subject to the new option such Assumed Option shall be equal to the product of obtained by multiplying (x) the number of shares of Company Common Stock subject to the original such Company Stock Option as of immediately prior to the Effective Time and by (y) the Option Exchange Ratio;
Ratio (bwith the resulting number rounded down to the nearest whole share of Parent Class A Common Stock), and (B) the per share exercise price per Parent Share under the new option of each Assumed Option shall be equal to the quotient obtained by dividing (x) the per share exercise price per share of Company Common Stock in effect under the original Company Stock at which such Assumed Option was exercisable immediately prior to the Effective Time divided by (y) the Option Exchange Ratio;
Ratio (c) in effecting such assumption and conversion, with the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be resulting price per share rounded down, if necessary, up to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next nearest whole cent;
(d) ). It is the adjustments provided herein with respect to any options intention of the parties that are "each Assumed Option that qualified as a United States-based incentive stock options" option (as defined in Section 422 of the Code) shall continue to so qualify, to the maximum extent permissible, following the Effective Time, and further, that the assumption of the Assumed Options shall be effected in a manner consistent with that satisfies the requirements of Section 409A and 424(a) of the Code;
(eCode and the Treasury Regulations promulgated thereunder, and this Section 2.7(d)(i) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting will be construed consistent with respect to Stock Options awarded under the this intent. Each Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent Option that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) is outstanding immediately prior to the Effective Time and is held by a Person that is not a Continuing Service Provider shall not be assumed by Parent and by virtue of the Merger and without any further action on the part of Parent, Merger Sub One, Merger Sub Two, the Company or the holder thereof, shall be cancelled and shall have no further effect following the Effective Time, Parent . The Company shall take all actions reasonably necessary action to assume cause each Company Stock Option held by a Person that is not a Continuing Employee to be cancelled and terminated as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file either pursuant to its terms or pursuant to an agreement with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementholder thereof.
Appears in 2 contracts
Sources: Merger Agreement (Entropic Communications Inc), Merger Agreement (Maxlinear Inc)
Stock Options. At (a) Subject to Section 5.3(b), at the Effective Time, the all rights with respect to Company Stock Plan and each option granted by the Company to purchase shares of Common Stock under each Company Option then outstanding shall be converted into and become rights with respect to Parent Common Stock, and Parent shall assume each such Company Option (an "Assumed Option") in accordance with the requirements of Section 424(a) of the Company pursuant to Code (as in effect as of the Company Stock Plan ("Company Stock Options"date of this Agreement) and the terms of the stock option plan under which it was issued and the stock option agreement by which it is outstanding evidenced. From and unexercised immediately prior to after the Effective Time, shall (i) each Assumed Option may be assumed by Parent, and each of the Company Stock Options shall be converted into an option to purchase exercised solely for shares of Parent Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time Stock, (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):
(aii) the number of shares of Parent Shares to be Common Stock subject to the new option each such Assumed Option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) multiplied by the Exchange Ratio;
, rounding down to the nearest whole share, (biii) the per share exercise price per Parent Share under the new option each Assumed Option shall be equal adjusted by dividing the per share exercise price under such Company Option by the Exchange Ratio and rounding up to the nearest cent and (xiv) any restriction on the exercise price per share of any such Company Common Stock Option shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that each Assumed Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, reverse stock split, reclassification, recapitalization or other similar transaction subsequent to the Effective Time. It is the intention of the parties that each Assumed Option shall qualify, immediately after the Effective Time, as incentive stock options under Section 422 of the original Company Stock Option Code to the same extent those options qualified as such incentive stock options immediately prior to the Effective Time divided by (y) the Exchange Ratio;
(c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) Within 20 business days after the Effective Time, Parent shall prepare issue to each person who, immediately after the Effective Time, was a holder of an Assumed Option a document in form and file substance reasonably satisfactory to the Company evidencing the foregoing assumption of such Company Option by Parent.
(b) Notwithstanding anything to the contrary contained in this Section 5.3, in lieu of assuming outstanding Company Options in accordance with Section 5.3(a), Parent may, at its election, cause such outstanding Company Options to be replaced by issuing substantially equivalent replacement stock options in substitution therefor, which replacement stock options will include equivalent terms relating to acceleration, vesting and the SEC effect of a registration statement on Form S-8 change in control. Nothing in this Section 5.3(b) shall be construed to eliminate any vested right of a holder of any Company Option.
(c) As of the Effective Time, the Company's Employee Stock Purchase Plan shall be terminated. The rights of participants in the Employee Stock Purchase Plan with respect to any offering period then underway under the Employee Stock Purchase Plan shall be determined by treating the last business day prior to the Effective Time as the last day of such offering period and by making such other pro-rata adjustments as may be necessary to reflect the shortened offering period but otherwise treating such shortened offering period as a fully effective and completed offering period for all purposes under the Employee Stock Purchase Plan. Prior to the Effective Time, the Company shall take commercially reasonable actions (including, if appropriate, amending the terms of the Employee Stock Purchase Plan) that are necessary to give effect to the transactions contemplated by this Section 5.3(c).
(d) Parent agrees that all employees of the Acquired Companies who continue employment with Parent, the Surviving Corporation or another appropriate formany Subsidiary of the Surviving Corporation after the Effective Time ("Continuing Employees") registering a number shall be eligible to continue to participate in the Surviving Corporation's health and welfare benefit plans and 401(k) profit-sharing plan; provided, however, that (i) nothing in this Section 5.3(d) or elsewhere in this Agreement shall limit the right of Parent Shares representing or the number Surviving Corporation to amend or terminate any such health or welfare benefit plan or 401(k) profit-sharing plan at any time, and (ii) if Parent or the Surviving Corporation terminates any such health or welfare benefit plan or 401(k) profit-sharing plan, then (upon expiration of Parent Shares any appropriate transition period and subject to the assumed options other provisions of Parent's health or welfare benefit plans or 401(k) profit-sharing plan), the Continuing Employees shall be eligible to participate in Parent's health and shall maintain welfare benefit plans and 401(k) profit-sharing plan, to substantially the effectiveness same extent as similarly situated employees of such registration statement (Parent. To the extent permitted by law and maintain the current status terms of Parent's health and welfare benefit plans and 401(k) profit-sharing plan, Parent will provide each Continuing Employee with full credit for service as an employee of the prospectus contained thereinAcquired Companies prior to the Effective Time for purposes of eligibility, vesting and determination of the level of benefits under any such health or welfare benefit plan or 401(k) for so long as such assumed options remain outstandingprofit-sharing plan of Parent. Nothing in this Section 5.3(d) or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be "at will" employment.
(e) The Company shall cooperate withagrees to take (or cause to be taken) all actions necessary or appropriate to terminate, and assist Parent effective immediately prior to the Effective Time, any employee benefit plan sponsored by any of the Acquired Companies (or in which any of the preparation of, such registration statementAcquired Companies participate) that contains a cash or deferred arrangement intended to qualify under Section 401(k) of the Code.
Appears in 2 contracts
Sources: Merger Agreement (Clarent Corp/Ca), Merger Agreement (Act Networks Inc)
Stock Options. At the Effective Time, the Company Stock Plan and each option granted by the Company to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Options") which Each ▇▇▇▇▇▇▇ Controls Option that is outstanding and unexercised immediately prior to the Effective Time, shall be assumed by Parent, and each of the Company Stock Options Time shall be converted as of the Effective Time into either or both an Adjusted ▇▇▇▇▇▇▇ Controls Option and an Adient Option as described below:
(i) Stock Options Held by ▇▇▇▇▇▇▇ Controls Group Employees and Former Employees. Each ▇▇▇▇▇▇▇ Controls Option that is outstanding immediately prior to the Effective Time and that is held by a ▇▇▇▇▇▇▇ Controls Group Employee or a Former Employee shall be converted as of the Effective Time into an option Adjusted ▇▇▇▇▇▇▇ Controls Option, and shall be subject to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions (including with respect to vesting and expiration) after the Effective Time as in effect were applicable to such ▇▇▇▇▇▇▇ Controls Option immediately prior to the Effective Time (except to as otherwise provided herein, including in this Section 4.02(a)(i) and Section 4.02(d)); provided, however, that from and after the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):Effective Time:
(aA) the number of Parent ▇▇▇▇▇▇▇ Controls Shares to be subject to such Adjusted ▇▇▇▇▇▇▇ Controls Option, rounded down to the new option nearest whole share, shall be equal to the product of (x1) the number of shares of Company Common Stock ▇▇▇▇▇▇▇ Controls Shares subject to the original Company Stock corresponding ▇▇▇▇▇▇▇ Controls Option immediately prior to the Effective Time and multiplied by (y2) the Exchange ▇▇▇▇▇▇▇ Controls Ratio;; and
(bB) the per share exercise price per Parent Share under of such Adjusted ▇▇▇▇▇▇▇ Controls Option, rounded up to the new option nearest whole cent, shall be equal to the quotient of (x1) the per share exercise price per share of Company Common Stock in effect under the original Company Stock corresponding ▇▇▇▇▇▇▇ Controls Option immediately prior to the Effective Time divided by (y2) the Exchange ▇▇▇▇▇▇▇ Controls Ratio;
(c) . Notwithstanding anything to the contrary in effecting such assumption and conversionthis Section 4.02(a)(i), the aggregate exercise price, the number of Parent ▇▇▇▇▇▇▇ Controls Shares to be subject to each assumed Company Stock Option will be rounded downAdjusted ▇▇▇▇▇▇▇ Controls Option, if necessary, to the next whole share and the aggregate terms and conditions of exercise price of such options shall be rounded updetermined in a manner consistent with the requirements of Section 409A of the Code. In addition, if necessary, in the case of any ▇▇▇▇▇▇▇ Controls Option to which Section 421 of the next whole cent;
(d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Code applies by reason of its qualification under Section 422 of the Code) Code as of immediately prior to the Effective Time, the exercise price, the number of ▇▇▇▇▇▇▇ Controls Shares subject to such option, and the terms and conditions of exercise of such option shall be effected determined in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statement.
Appears in 2 contracts
Sources: Employee Matters Agreement, Employee Matters Agreement
Stock Options. At The Company shall not grant to any non-employees, including non-employee members of the Effective TimeBoard of Directors ("Directors"), the Company Stock Plan and each option granted by the Company former employees (collectively "NON-EMPLOYEES"), or to any current employees any options to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Options") which is outstanding and unexercised immediately prior to the Effective TimeShares, shall be assumed by Parentstock appreciation rights, and each of the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such termsrestricted stock, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):
(a) the number of Parent Shares to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio;
(b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio;
(c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect to any options that are "incentive restricted stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans units or any other real or phantom stock or stock equivalents on or after the date of this Agreement except as set forth in Attachment A to Schedule 4.2(a). Options to acquire Shares which are outstanding as of the date of this Agreement and which were granted to employees or Non-Employees under any stock option plan, program or similar arrangement of the Company or any of its subsidiariesSubsidiaries ("Options"), to the extent that such restrictions or limitations shall not have already lapsed, other than Options described in Sections 2.10 and all other terms thereof2.11, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent be treated as set forth above; andfollows:
(fi) prior to the Effective Time, Parent shall take all necessary action to assume Each current employee as of the Effective Time all obligations undertaken date of this Agreement whose annual base salary as of the date of this Agreement is $80,000 or more ("Key Employee") and who is holding Options which have an exercise price ("Exercise Price") less than the Closing Price (as defined below) ("In the Money Options") and which are vested as of the Closing Date shall be given the opportunity by Parent under this Section 6.03the Company to make an irrevocable election on a grant by grant basis to be effective immediately following the Closing Date to receive in exchange for cancellation of each such vested In the Money Option either (A) a credit to an individual deferred compensation book account equal to the excess of the Closing Price of a Share over the Exercise Price of such In the Money Option times the number of Shares subject to such In the Money Option, including such deferred compensation book account to have the reservationterms described below, issuance and listing of or (B) an option to purchase a number of shares of Parent Shares at least common stock (a "Parent Option") equal to 150% of the number of Parent Shares subject to the assumed optionsKey Employee's In the Money Option; provided that (x) the Parent Option received in the exchange shall be fully vested and have the same expiration date as the vested In the Money Option exchanged therefor, (y) the Exercise Price of the Parent Option shall equal the Fair Market Value (as defined below), and (z) the Parent Option shall be governed by the provisions of the GTE Corporation 1997 Long-Term Incentive Plan ("LTIP") and by applicable LTIP award agreements. No later than twenty (20) days after For purposes of this Section 2.9(i), the Effective Timedeferred compensation book account shall be denominated in Parent phantom stock units, and dividend equivalent payments shall be credited to such deferred compensation book account at such time and in such manner as dividends are paid on Parent common stock. Before the third anniversary of the day of the Closing Date, no distribution may be made in respect of the deferred compensation book account to a Key Employee who is employed by Parent or an affiliate of Parent. The dividend equivalent payments on the deferred compensation book account shall be subject to forfeiture in the event the Key Employee is not employed by Parent or an affiliate of Parent on any date that precedes the third anniversary of the day of the Closing Date. Parent shall prepare determine administrative procedures and file provisions with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject regard to the assumed options deferred compensation book account. In the event a Key Employee does not make an irrevocable election described in this Section 2.9(i) before the Closing Date, the Key Employee shall be deemed to have irrevocably elected the deferred compensation book account credit as described in clause (A) above and all In the Money Options shall maintain be canceled. For purposes of this Section 2.9, Section 2.10, and Section 2.11, (i) "Closing Price" shall mean the effectiveness of such registration statement (and maintain the current status purchase price per share of the prospectus contained thereinShares as set forth in Section 1.1(a), (ii) for so long "Fair Market Value" shall mean the average of the high and low sales price of the Parent common stock on the composite tape of the New York Stock Exchange issues as such assumed options remain outstanding. The Company shall cooperate withof the Closing Date, and assist Parent or, in the preparation ofevent that no trading occurs on such day, such registration statementthen the applicable value shall be determined on the last preceding day on which trading took place and (iii) "Closing Date" shall mean the day of the consummation of the Offer.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (BBN Corp), Merger Agreement (Gte Corp)
Stock Options. At the Effective Time, the Company Stock Plan and each outstanding option granted by the Company to purchase shares of Common Stock of Shares (a “MediVision Option”) under the Company pursuant to the Company Stock Plan Option Plans ("Company Stock Options") which is outstanding as defined in Section 5.01(b)(i)(A)), whether or not exercisable and unexercised immediately prior to the Effective Timewhether or not vested, shall be assumed by Parent, and each of the Company Stock Options shall be OIS such that it is converted into an option (a “Replacement Option”) to purchase a number of shares of OIS Common Stock equal to the number of Shares underlying such MediVision Option multiplied by the Conversion Ratio, at an exercise price per share of Common Stock of Parent in such number and at such equal to the exercise price as provided below and otherwise having the same terms and conditions per Share of such MediVision Option as in effect immediately prior to the Effective Time Closing divided by the Conversion Ratio and with such other terms and conditions as were applicable to such MediVision Option (except including any repurchase rights or vesting provisions); provided, that OIS shall use its reasonable efforts to effect the extent conversion in such a manner that such termsthe Replacement Options shall have the same tax attributes as the MediVision Options; provided, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except however, that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):
(ai) the number of Parent Shares to be subject to the new option shall be equal to the product of (x) exercise price and the number of shares of Company OIS Common Stock subject purchasable pursuant to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio;
(b) the exercise price per Parent Share under the new option Replacement Options shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio;
(c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected determined in a manner consistent with the requirements of Section Sections 409A, 422 and 424(a) of the Code;
, as applicable; (eii) except for the purposes of converting option exercise prices, euros will be converted into U.S. dollars at the exchange rate prevailing at the close of business on the trading date prior to the extent required under date of this Agreement; and (iii) the respective Replacement Options will be issued pursuant to the terms of the Stock OptionsOIS Option Plans. For purposes of this Section 4.04(a), all restrictions or limitations on transfer and vesting with respect OIS shall be considered to Stock Options awarded under have used its "reasonable efforts" to effect the Company Stock Plans or any other plan, program or arrangement conversion of the Company or any of its subsidiaries, to MediVision Options so that the extent that such restrictions or limitations shall Replacement Options have the same tax attributes as the MediVision Options in the following circumstances: (i) if the Options Tax Ruling is not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) issued prior to the Effective TimeDate, Parent shall take all necessary action to assume OIS issues “Nonqualified Stock Options,” meaning options which do not qualify as incentive stock options within the meaning of Section 422 of the Effective Time Code (“ISOs”), for all obligations undertaken by Parent under this Section 6.03, including of the reservation, issuance Replacement Options; and listing of a number of Parent Shares at least equal (ii) if the Options Tax Ruling is issued prior to the number Effective Date, (A) for the MediVision Options with favorable tax treatment under Israeli tax law as described in Section 6.12(c)(i) (“Favorable MV Options”), OIS coordinates the issuance of Parent Shares subject such Replacement Options with the Options Tax Ruling so that ISOs may be issued to the assumed options. No later than twenty (20extent such conversion is permitted and consistent with Sections 422 and 424(a) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained thereinCode, and (B) for so long as the non-Favorable MV Options, OIS issues Nonqualified Stock Options for such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementReplacement Options.
Appears in 2 contracts
Sources: Merger Agreement (Ophthalmic Imaging Systems), Merger Agreement (Ophthalmic Imaging Systems)
Stock Options. At (a) Prior to the Closing Date, the Company’s Board of Directors shall adopt such resolutions and take such other actions as are necessary and sufficient to cause all outstanding unvested and unexercisable options to purchase shares of the Company Common Stock issued pursuant to the Company Stock Option Plan (each outstanding option to purchase shares of the Company Common Stock issued pursuant to the Company Stock Option Plan, whether or not vested and exercisable, a “Company Stock Option”) to be fully vested and exercisable. In addition, at least three Business Days prior to the Effective Time, the Company Stock Plan and each option granted by the Company to purchase shares of Common Stock of the Company pursuant to shall provide the Company Stock Plan ("Option holders the opportunity to provide the Company with a notice to exercise some or all of the outstanding Company Stock Options") which is outstanding Options held by them, such exercise to be effective as of the Effective Time; provided that the resolutions and unexercised immediately prior actions of the Company’s Board of Directors to cause all unvested and unexercisable Company Stock Options to be fully vested and exercisable as of the Effective Time, and the exercise of such Company Stock Options by the holders thereof, shall be assumed by Parentcontingent on the Effective Time occurring. The Company Common Stock acquired upon such exercise shall be converted at the Effective Time into the right to receive the Merger Consideration and Parent shall take, and each or cause to be taken, all actions reasonably necessary to issue, as soon as reasonably practicable (but in no event later than five Business Days) after the Effective Time, shares of the Parent Common Stock in respect thereof to the holders of the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such termsexercised, conditions and restrictions may be altered in accordance with their terms as a result terms, pursuant to this Section 1.6(a).
(b) At the Effective Time, each Company Stock Option, whether previously vested or unvested, that has not been exercised (whether pursuant to Section 1.6(a) or otherwise) and that has an exercise price per share:
(i) equal to or greater than the product of (a) the Parent Average Closing Price and (b) the Exchange Ratio, shall be cancelled without any payment therefor and
(ii) less than the product of (a) the Parent Average Closing Price and (b) the Exchange Ratio, shall be cancelled and shall only entitle the holder thereof to receive, at the election of the Merger contemplated hereby and except that all references holder, either
(A) a lump sum cash amount, as soon as reasonably practicable (but in each no event later than ten Business Days) after the Effective Time, equal to the product of (u) x (w), where (u) is the excess of the Parent Average Closing Price multiplied by the Exchange Ratio over the exercise price per share under such Company Stock Option and (w) is the total number of shares of the Company Common Stock subject to the Company shall be deemed to refer to Parent):Stock Option for which this election is made, less applicable withholdings, or
(aB) the a number of shares of the Parent Shares to be subject to the new option shall be Common Stock equal to (i) the product of (x) the total number of shares of the Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and for which this election is made times (y) the Exchange Ratio;
excess of (b1) the exercise price per Parent Share under Average Closing Price multiplied by the new option shall be equal to Exchange Ratio over (x2) the exercise price per share of Company Common Stock in effect under the original such Company Stock Option immediately prior to the Effective Time Option, less applicable withholdings, divided by (yii) the Exchange Ratio;
Parent Average Closing Price; provided, that each holder of Company Stock Options who would otherwise have been entitled to receive a fraction of a share of the Parent Common Stock (cwith all calculations rounded to three decimal places) shall receive, in lieu thereof, cash (without interest) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, an amount equal to the next whole product of (i) such fractional part of a share and of the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
Parent Common Stock multiplied by (dii) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) Average Closing Price. At least three Business Days prior to the Effective Time, Parent the Company shall take provide the Company Stock Option holders the opportunity to make the election provided by this Section 1.6(b) with respect to some or all necessary action of the outstanding Company Stock Options held by them, such election to assume be effective as of the Effective Time all obligations undertaken Time; provided that the resolutions and actions of the Company’s Board of Directors authorizing the election provided by Parent under this Section 6.031.6(b) and a holder’s election pursuant to this Section 1.6(b) shall be contingent on the Effective Time occurring; provided, including further, that if any Company Stock Option holder fails to make an election pursuant to this Section 1.6(b), such holder shall be deemed to have made an election to receive shares of the reservationParent Common Stock pursuant to this Section 1.6(b)(ii)(B). Parent shall take, issuance and listing of a number of Parent Shares at least equal or cause to be taken, all actions reasonably necessary to issue to the number holders of the Company Stock Options who have made an election to receive shares of the Parent Shares subject Common Stock pursuant to this Section 1.6(b)(ii)(B), shares of the Parent Common Stock to the assumed options. No extent of such holder’s election as soon as reasonably practicable (but in no event later than twenty (20five Business Days) days after the Effective Time.
(c) For purposes of this Section 1.6, “Parent shall prepare and file with Average Closing Price” means the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status average closing price per share of the prospectus contained thereinParent Common Stock on NASDAQ (as reported by Bloomberg L.P. or, if not reported thereby, by another authoritative source mutually agreed by the parties) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementfive consecutive trading days immediately preceding the Closing Date.
Appears in 2 contracts
Sources: Merger Agreement (Allied Capital Corp), Merger Agreement (Ares Capital Corp)
Stock Options. At Prior to the Effective Time, the Company Stock Plan and Parent shall take such action as may be necessary to cause each option granted by the Company to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Options") which is outstanding unexpired and unexercised immediately prior to the Effective Time, shall be assumed by Parent, and each of the Company Stock Options shall be converted into an option to purchase shares of Company Common Stock (each, a "Company Option") under (1) the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent in Common Stock as is equal to the number of shares of Company Common Stock that could have been purchased under such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (except rounded to the extent that such termsnearest whole number of shares of Parent Common Stock), at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent). Such Company Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and restrictions may be altered the acceleration thereof) as in accordance with their terms as a result effect at the Effective Time, including the date of grant. At the Merger contemplated hereby and except that Effective Time, (1) all references in each such the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent):
(a) the number of Parent Shares to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y2) Parent shall assume all of the Exchange Ratio;
(b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio;
(c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein Company's obligations with respect to any options that are "incentive stock options" (Company Options as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed optionsso amended. No later than twenty (20) days Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate any successor form) registering a number with respect to such shares of Parent Shares representing the number of Parent Shares subject to the assumed options Common Stock and shall use its best efforts to maintain the effectiveness of such registration statement (and maintain or any successor form), including the current status of the any related prospectus contained therein) or prospectuses, for so long as such assumed options the Company Options remain outstanding. The None of the Company shall cooperate with, and assist Parent in Options are "incentive stock options" within the preparation of, such registration statementmeaning of Section 422 of the Code.
Appears in 2 contracts
Sources: Merger Agreement (Motorola Inc), Merger Agreement (General Instrument Corp)
Stock Options. At the Effective Time, the Company Stock Plan and each option granted by the Company to purchase shares of Common Stock of the Company pursuant (a) Except as provided below with respect to the Company Company's Employee Stock Plan ("Company Stock Options") which is outstanding and unexercised immediately prior to the Effective TimePurchase Plan, shall be assumed by Parent, and each of the Company Stock Options shall be converted into an option to purchase shares of Company Common Stock that is outstanding at the Effective Time (a "Company Option") shall, by virtue of the Merger and without any action on the part of the holder thereof, be assumed by Parent (and a registration statement on Form S-8 therefor shall be filed promptly after the Effective Time) in such number manner that Parent (i) is a corporation "assuming a stock option in a transaction to which Section 424(a) applies" within the meaning of Section 424 of the Code and at the regulations thereunder or (ii) to the extent that Section 424 of the Code does not apply to any such exercise price as provided below Company Option, would be such a corporation were Section 424 of the Code applicable to such Company Option. From and otherwise having after the Effective Time, all references to the Company in the Company Options shall be deemed to refer to Parent (other than for purposes of determining whether there has been a change in control of the Company). The Company Options assumed by Parent shall be exercisable upon the same terms and conditions as in effect immediately prior under the Company Options (including provisions thereof, if any, relating to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered acceleration of vesting upon a change in accordance with their terms as a result control of the Merger contemplated hereby and Company) except that all references in each (i) such Company Stock Option Options shall entitle the holder to the Company shall be deemed to refer to Parent):
(a) purchase from Parent the number of shares of Parent Shares to be subject Common Stock (rounded to the new option shall be equal to nearest whole number of such shares) that equals the product of (x) the Conversion Fraction multiplied by the number of shares of Company Common Stock subject to the original Company Stock Option such option immediately prior to the Effective Time Time, and (yii) the Exchange Ratio;
(b) the option exercise price per share of Parent Share under the new option Common Stock shall be an amount (rounded to the nearest full cent) equal to (x) the option exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by the Conversion Fraction; provided, however, that in the case of any Company Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code (y) the Exchange Ratio;
(c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 "), the option price, the number of shares purchasable pursuant to such option and the Code) terms and conditions of exercise of such options shall be effected determined in a manner consistent order to comply with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent . As promptly as set forth above; and
(f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days practicable after the Effective Time, Parent shall prepare issue to each holder of a Company Option a written instrument informing such holder of the assumption by Parent of such Company Option.
(b) The current offering period in process as of the date of this Agreement under the Company's Employee Stock Purchase Plan shall continue and file with shares shall be issued to participants thereunder as provided under, and subject to the SEC a registration statement terms and conditions of, such Plan; provided, however, that if the Effective Time occurs prior to the originally scheduled expiration of such current offering period on Form S-8 (or another appropriate form) registering a number September 30, 1998, then immediately prior to the Effective Time, such current offering period under the Company's Employee Stock Purchase Plan shall be ended, and each participant shall be deemed to have purchased immediately prior to the Effective Time, to the extent of Parent Shares representing payroll deductions accumulated by such participant as of such offering period end, the number of Parent Shares subject whole shares of Company Common Stock at a per share price determined pursuant to the assumed options provisions of the Company's Employee Stock Purchase Plan, and each participant shall maintain receive a cash payment equal to the effectiveness balance, if any, of such registration statement (and maintain accumulated payroll deductions remaining after such purchase of such shares. As of the Effective Time, all such shares shall be converted in the manner provided in Section 1.3. No offering periods under the Company's Employee Stock Purchase Plan that are subsequent to the current status offering period in process as of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company date of this Agreement shall cooperate withbe commenced, and assist Parent in the preparation of, such registration statementCompany's Employee Stock Purchase Plan and all purchase rights thereunder shall terminate effective as of the Effective Time.
Appears in 2 contracts
Sources: Merger Agreement (Avecor Cardiovascular Inc), Merger Agreement (Medtronic Inc)
Stock Options. At (a) As soon as practicable following the Effective Timedate of this Agreement, Parent and Company (or, if appropriate, any committee of the Board of Directors of Company administering Company's Amended and Restated Stock Option Plan and 1996 Stock Option Plan (collectively, the "Company Stock Plan and Option Plans") shall take such action as may be required to effect the following provisions of this Section 1.04(a). The terms of each outstanding option granted by the Company to purchase shares of Company Common Stock of under the Company pursuant to the Company Stock Plan Option Plans (a "Company Stock OptionsOption") which is ), whether vested or unvested, shall be adjusted as necessary to provide that at the Effective Time, each Company Stock Option outstanding and unexercised immediately prior to the Effective Time, Time shall be assumed by Parent, and each of the Company Stock Options shall be converted into deemed to constitute an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having acquire, on the same terms and conditions as were applicable under such Company Stock Option (after giving effect to the existing provisions in effect the Company Option Plans or related option agreements that provide for the automatic acceleration of vesting upon consummation of a change of control of Company), the same number of shares of Parent Common Stock as the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such Company Stock Option in full immediately prior to the Effective Time (except to the extent assuming for this purpose that such termsoption were then exercisable), conditions and restrictions may be altered in accordance with their terms as at a result price per share of the Merger contemplated hereby and except that all references in each such Company Parent Common Stock Option equal to the Company shall be deemed to refer to Parent):
(aA) the number of Parent Shares to be subject to aggregate exercise price for the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject otherwise purchasable pursuant to such Company Stock option divided by (B) the original aggregate number of shares of Parent Common Stock deemed purchasable pursuant to such Company Stock Option (each, as so adjusted, an "Adjusted Option"); provided that (after aggregating all the Shares of a holder subject to Company Stock Options) any fractional share of Parent Common Stock resulting from such calculation for such holder shall be rounded down to the nearest whole share; and provided further that, in the case of any Company Stock Option to which Section 421 of the Code applies by reason of its qualification under any of Sections 422 through 424 of the Code ("qualified stock options"), the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such Adjusted Option shall be determined in such manner so as to comply with Section 424 of the Code. Upon exercise of an Adjusted Option, a cash payment shall be made to the holder of such Adjusted Option for the fractional share of Parent Common Stock referred to in the preceding sentence. For purposes of determining the amount of such payment the price of the Parent Common Stock shall be the average closing price per share of the Parent Common Stock on the NYSE for the five trading days immediately prior to the Effective Time and (y) the Exchange Ratio;date of exercise.
(b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio;
(c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect to any options that are "incentive stock options" (As soon as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options practicable after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) prior to the Effective Time, Parent shall deliver to the holders of Company Stock Options appropriate notices setting forth such holders' rights pursuant to the respective Company Option Plans and that such Company Stock Options and agreements shall be assumed by Parent and shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 1.04 after giving effect to the Merger).
(c) Parent shall take all such actions as are necessary action to assume as for the assumption of the Effective Time all obligations undertaken by Parent under Company Option Plans pursuant to this Section 6.031.04, including the reservation, issuance and listing of a number of Parent Shares at least equal Common Stock as is necessary to effectuate the number of Parent Shares subject to the assumed optionstransactions contemplated by this Section 1.04. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC (as hereinafter defined) a registration statement on Form S-8 (or another other appropriate form) registering a number form with respect to shares of Parent Shares representing the number of Parent Shares Common Stock subject to the assumed options Company Stock Options issued under such Company Option Plans and shall use its reasonable best efforts to have such registration statement declared effective as soon as practicable following the Effective Time and to maintain the effectiveness of such registration statement or registration statements covering such Company Stock Options (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such assumed options Company Stock Options remain outstanding. The With respect to those individuals, if any, who subsequent to the Effective Time will be subject to the reporting requirements under Section 16(a) of the 1934 Act (as hereinafter defined), where applicable, Parent shall use all reasonable efforts to administer the Company shall cooperate with, and assist Parent Option Plans assumed pursuant to this Section 1.04 in a manner that complies with Rule 16b-3 promulgated under the preparation of, 1934 Act to the extent the applicable Company Option Plan complied with such registration statementrule prior to the Merger.
Appears in 2 contracts
Sources: Merger Agreement (CVS Corp), Merger Agreement (CVS Corp)
Stock Options. At the Effective Time, the Company Stock Plan and each option granted by the Company to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Options"a) which is outstanding and unexercised immediately Immediately prior to the Effective Time, shall be assumed by Parent, and each of the Company Stock Options shall be converted into an then outstanding option to purchase shares of Company Common Stock of Parent in such number and at such exercise price as provided below and otherwise having (other than options granted under the same terms and conditions as in effect immediately prior to Company's Employee Stock Purchase Plan (the Effective Time "Employee Stock Purchase Plan")), which is then exercisable (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each case, a "Company Option") shall be canceled by the Company and in consideration of such Company Stock Option to cancellation, the Company shall be deemed to refer to Parent):
(a) the number of Parent Shares to be subject pay to the new option shall be holders of Company Options an amount in respect thereof equal to the product of (xA) the excess, if any, of (i) the Merger Consideration over (ii) the exercise price per share of Company Common Stock subject to the unexercised portion of such Company Option immediately prior to its cancellation and (B) the number of shares of Company Common Stock subject to the original unexercised portion of such Company Stock Option immediately prior to its cancellation. Such payment, if any, shall be less any required withholding Taxes and without interest. The Company shall use its commercially reasonable best efforts to obtain the Effective Time and (y) consent of each holder of Company Options to such cancellation if such consent is required under the Exchange Ratio;terms thereof.
(b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately Immediately prior to the Effective Time divided Time, each outstanding share of restricted stock that is not vested shall be canceled by (y) the Exchange Ratio;Company without any consideration whatsoever.
(c) in effecting such assumption Except as otherwise agreed to by the Company and conversionParent, the aggregate number Company shall use its reasonable best efforts to ensure that (i) all plans, programs or arrangements providing for the issuance or grant of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with any interest in respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement capital stock of the Company or any of its subsidiaries, to the extent that such restrictions or limitations Subsidiaries shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) prior to the Effective Time, Parent shall take all necessary action to assume terminate as of the Effective Time all obligations undertaken by Parent under (including the Employee Stock Purchase Plan as provided in Section 2.5 below).
(d) Prior to the consummation of the Offer, the Company shall, if necessary, amend the terms of the applicable plans, programs and arrangements to give effect to the provisions of this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statement2.4.
Appears in 2 contracts
Sources: Merger Agreement (Vallen Corp), Merger Agreement (Shield Acquisition Corp/Ga)
Stock Options. (a) At the Effective Time, the Company Stock Plan and each option all options granted by the Company ▇▇▇▇▇ ("▇▇▇▇▇ Options") to purchase shares of ▇▇▇▇▇ Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Options") which is are outstanding and unexercised immediately prior to the Effective Time, thereto shall be assumed by Parentconverted, and each of the Company Stock Options shall be converted in their entirety, automatically into an option options to purchase shares of Premier Common Stock of Parent (the "Continuing Options") in such number an amount and at such an exercise price determined as provided below (and otherwise having the same terms and conditions as in effect immediately prior subject to the Effective Time terms of ▇▇▇▇▇’ 2003 Stock Based Incentive Plan (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company "▇▇▇▇▇ Stock Option to the Company shall be deemed to refer to ParentPlan")):
(a1) the The number of Parent Shares shares of ▇▇▇▇▇ Common Stock to be subject to the new option Continuing Options shall be equal to the product of (x) the number of shares of Company ▇▇▇▇▇ Common Stock subject to the original Company ▇▇▇▇▇ Options and .4461, provided that any fractional shares of Premier Common Stock Option immediately prior resulting from such multiplication shall be rounded down to the Effective Time and (y) the Exchange Ratio;nearest share; and
(b2) the The exercise price per Parent Share share of Premier Common Stock under the new option Continuing Options shall be equal to (x) the exercise price per share of Company ▇▇▇▇▇ Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time ▇▇▇▇▇ Options divided by (y) the Exchange Ratio;
(c) in effecting .4461, provided that such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, up to the next whole nearest cent;
(d) the adjustments . The adjustment provided herein with respect to any options that which are "incentive stock options" (as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")) shall be and is intended to be effected in a manner which is consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective . The duration and other terms of the Stock Continuing Options shall be the same as the ▇▇▇▇▇ Options, except that all restrictions or limitations references to ▇▇▇▇▇ shall be deemed to be references to Premier.
(b) At all times after the Effective Time, Premier shall reserve for issuance such number of shares of Premier Common Stock as necessary so as to permit the exercise of Continuing Options in the manner contemplated by this Agreement and in the instruments pursuant to which such options were granted. Shares of Premier Common Stock issuable upon exercise of Continuing Options shall be covered by an effective registration statement on transfer Form S-8, and vesting Premier shall file a registration statement on Form S-8 covering such shares as soon as practicable after the Effective Time, but in no event later than 30 days after the Effective Time.
(c) Continuing Options may be exercised in accordance with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement terms of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain ▇▇▇▇▇ Options in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) immediately prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare applicable law and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementregulation.
Appears in 2 contracts
Sources: Merger Agreement (Abigail Adams National Bancorp Inc), Merger Agreement (Premier Financial Bancorp Inc)
Stock Options. At the Effective Time, the Company Stock Plan and each option granted by the Company to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Options") which is outstanding and unexercised immediately prior to the Effective Time, shall be assumed by Parent, and each of the Company Stock Options shall be converted into an option to purchase shares of Company Common Stock (a “Stock Option”) heretofore granted under any stock option or stock appreciation rights plan, program or arrangement of Parent in such number the Company or under any stock option award agreement, including, without limitation, the Company’s 1995 Stock Option Plan and at such exercise price as provided below 1996 Non-Employee Directors Stock Option Plan (the “Stock Option Plans”), whether or not exercisable or vested, shall by virtue of the Merger and otherwise having without any action on the same terms part of any holder of any Stock Option be cancelled and conditions as in effect immediately prior to the holder thereof will receive within 10 business days of the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance a cash payment with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):
(a) the number of Parent Shares to be subject to the new option shall be respect thereto equal to the product of (xa) the excess, if any, of the Merger Consideration over the exercise price per share of such Stock Option, and (b) the number of shares of Company Common Stock issuable upon exercise of such Stock Option (the “Option Cash Payment”). All amounts payable pursuant to this Section 5.5 shall be subject to and reduced by the amount of any withholding and/or deduction that is required under applicable tax laws. As of the Effective Time, all Stock Options shall no longer be outstanding and shall automatically cease to exist, and each holder of a Stock Option shall cease to have any rights with respect thereto, except the right to receive the Option Cash Payment. As soon as practicable following the date hereof (and in all events prior to the Closing Date), the Board of Directors of the Company (or, if appropriate, any committee thereof administering the Stock Option Plans) shall adopt such resolutions and/or take such other commercially reasonable actions as are necessary or advisable such that each Stock Option is treated in accordance with this Section 5.5 (including, without limitation, obtaining the express consents of the holders of Stock Options constituting not less than 85% of the outstanding Stock Options (determined with reference to the number of shares of Company Common Stock subject to the original Company such Stock Option immediately prior Options) to the Effective Time and (y) the Exchange Ratio;
(b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share treatment of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio;
(c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption afforded by Parent as set forth above; and
(f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statement5.5).
Appears in 2 contracts
Sources: Merger Agreement (Venture Catalyst Inc), Merger Agreement (International Game Technology)
Stock Options. At (a) Prior to the Effective Time, the Company shall take all action, including obtaining consents from holders of Options (as defined below), necessary to cause each unexpired and unexercised stock option under the PolyVision 2000 Nonemployee Director Stock Option Plan, the PolyVision 1999 Stock Option Plan, the PolyVision 1994 Stock Option Plan and each option the Company's 1995 Directors Stock Option Plan (collectively, the "Option Plans") or otherwise ------------ granted by the Company other than pursuant to purchase shares of Common Stock any of the Company pursuant Option Plans (each an "Option"), whether vested or unvested, to the Company Stock Plan ("Company Stock Options") which is outstanding and unexercised be canceled immediately prior to the ------ Effective Time. In consideration for such cancellation, the holder of each such Option shall be assumed by Parent, and each of the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and receive at such exercise price or as provided below and otherwise having the same terms and conditions soon as in effect immediately prior to reasonably practicable after the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to cash payment from the Company shall be deemed to refer to Parent):
(a) the number of Parent Shares to be subject to the new option shall be equal to the product of (xi) the total number of shares of Company Common Stock subject to the original Company Stock such Option immediately prior to the Effective Time and (yii) the Exchange Ratio;
excess (bif any) of (x) the exercise price per Parent Share under the new option shall be equal to Common Stock Merger Consideration over (xy) the exercise price per share of Company Common Stock subject to such Option as in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio;Time.
(cb) in effecting The Company shall take all such assumption and conversion, the aggregate number steps as may be required to cause any dispositions of Parent Shares to be subject to each assumed Company Common Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein including derivative securities with respect to any options that are "incentive stock options" (as defined in Section 422 the Company Common Stock) resulting from the Transactions by each officer or director of the Code) shall be effected in a manner consistent with Company who is subject to the reporting requirements of Section 424(a16(a) of the Code;
Securities Exchange Act of 1934, as amended (e) except to the extent required under the respective terms of the Stock Options"Exchange Act"), all restrictions or limitations on transfer and vesting with respect to shares of Company Common Stock Options awarded to be ------------ exempt under Rule 16b-3 promulgated under the Exchange Act. By adopting or approving this Agreement, the Company Stock Board of Directors shall be deemed to have approved and authorized, and the shareholders of the Company shall be deemed to have approved and ratified, each and every amendment to (and such other actions in respect of) the Option Plans or (and any other plan, program or arrangement ) and the agreements evidencing awards under the Option Plans (and any other plan) as the officers of the Company may deem necessary or any of its subsidiaries, appropriate to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving give effect to the Merger and the assumption by Parent as set forth above; and
(f) prior to the Effective Time, Parent shall take all necessary action to assume as provisions of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statement3.5.
Appears in 2 contracts
Sources: Merger Agreement (Steelcase Inc), Merger Agreement (Steelcase Inc)
Stock Options. At the Effective Time, the The Company Stock Plan and each option granted by the Company shall take all actions necessary to purchase provide that all outstanding options to acquire shares of Company Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Options") which is outstanding and unexercised immediately prior to granted under any stock option plan, program or similar arrangement of the Effective TimeCompany, each as amended (the "Stock Option Plans"), shall be assumed by Parent, become fully exercisable and each of the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect vested immediately prior to the Effective Time (except whether or not otherwise exercisable and vested. The Company shall comply with the terms of the Stock Option Plans, as applicable, and, to the extent required thereunder, provide written notice to the holders of Options that such termsOptions shall be treated as set forth herein. All Options which are outstanding immediately prior to the Effective Time shall be canceled and each holder thereof shall be entitled to receive, conditions subject to reduction for any applicable withholding taxes, from Parent or the Surviving Corporation, at the same time and restrictions may be altered in accordance with their terms the same manner as the holders of Company Shares pursuant to Section 2.02, for each Option to acquire one share of Company Common Stock, (i) an amount in cash equal to (A) the Cash Consideration payable to the holder of one share of Company Common Stock pursuant to Section 2.01(c)(i) assuming such Option had been exercised immediately prior to the Effective Time minus (B) the exercise price of such Option (the "Exercise Difference"), plus (ii) certificates representing that number of Parent Shares that the holder of one share of Company Common Stock would have the right to receive pursuant to Section 2.01(c)(ii) assuming such Option had been exercised prior to the Effective Time; provided, however, if the Exercise Difference is a result negative number, at the election of the Merger contemplated hereby and except that all references holder of any Option, such holder can elect to pay for the Exercise Difference in each such Company Stock Option to the Company shall be deemed to refer to Parent):
(a) cash or the number of Parent Shares to be subject provided to the new option Option holder under clause (ii) shall be reduced by an amount that is equal in value to the product Exercise Difference based on the higher of (x) the number of shares of Company Common Stock subject to average closing price for a Parent Share on the original Company Stock Option immediately Nasdaq National Market for the five trading days ending two business days prior to the Effective Time and a value of $9.75 per share. Prior to the Effective Time, the Company shall use its reasonable best efforts to obtain such consents, if any, from the holders as are required to cancel the Options. All applicable withholding taxes attributable to the payments made hereunder or to distributions contemplated hereby shall, at the election of the holders of any Option, first be deducted from the amount, if any, payable under clause (i) of the preceding sentence and, if such amount is insufficient to satisfy the Option holder's tax withholding liability, thereafter, at the election of Parent, the Parent shall (x) use its reasonable best efforts (including, without limitation, by preparing and filing any registration statement and by causing such registration statement to become effective), and the Company shall cooperate in seeking, as of the Effective Time, standby purchasers for Parent Shares for the holders of Options or (y) reduce the Exchange Ratio;
(b) Stock Consideration payable in respect of such Options by an amount equal in value to the exercise amount of the remaining withholding based on the higher of the average closing price per for a Parent Share under on the new option shall be equal to (x) Nasdaq National Market for the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately five trading days ending two business days prior to the Effective Time divided by (y) the Exchange Ratio;
(c) and a value of $9.75 per share, in effecting each case to enable such assumption and conversion, the aggregate number of Parent Shares holder to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments pay applicable withholding taxes. Except as provided herein with respect or as otherwise agreed to any options that are "incentive stock options" (as defined in Section 422 of by the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except parties and to the extent required under the respective terms of permitted by the Stock OptionsOption Plans, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company shall cause the Stock Option Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) prior to the Effective Time, Parent shall take all necessary action to assume terminate as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statement.
Appears in 2 contracts
Sources: Merger Agreement (Railamerica Inc /De), Merger Agreement (Railtex Inc)
Stock Options. At If, but only if, Mr. Sowar does not exercise his right of revocation under paragraph ▇▇(▇), ▇▇low, then the Effective Timestock options granted to Mr. Sowar by PlanetCAD on our about October 17, 1996 (two grants cov▇▇▇▇▇ ▇ ▇otal of 130,833 shares), October 22, 1998 (two grants covering a total of 50,000 shares), and April 26, 2001 (one grant covering 50,000 shares) (each, an "Option," and collectively, the Company Stock Plan and each option granted by the Company to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Options") which is outstanding and unexercised immediately prior to the Effective Time, shall be assumed by Parent, and hereby amended such that each of the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):
(a) the number of Parent Shares to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio;
(b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio;
(c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) prior to the Effective Time, Parent shall take all necessary action to assume fully vested as of the Effective Time all obligations undertaken by Parent under this Section 6.03Date, including the reservationand shall remain fully exercisable until October 1, issuance and listing of a number of Parent Shares at least equal 2006, notwithstanding any language to the number contrary in the stock option agreements and/or equity incentive plans pursuant to which the Options were granted (collectively the "Option Agreements and Plans"). Mr. Sowar understands that this amendment and/or his exercise of Parent Shares subject to the assumed options. No later cer▇▇▇▇ ▇▇ ▇he Options more than twenty (20) 90 days after the Effective Timetermination of his employment may affect their characterization as "Incentive Stock Options" and the application of certain preferential tax treatment afforded to holders of such Incentive Stock Options, Parent shall prepare and file with assumes all risks, costs, expenses and tax liabilities relating to or arising from the SEC a registration statement on Form S-8 (or another appropriate form) registering a number amendment and/or the deferred exercise of Parent Shares representing the number of Parent Shares subject any Option. Mr. Sowar understands and agrees that he should seek independent pro▇▇▇▇▇▇▇▇▇ advice concerning tax and legal matters relating to the assumed options Options and the amendment thereto effected by this Agreement, acknowledges that he has had a full and fair opportunity to do so, and further acknowledges and agrees that he has not relied on any information or advice provided by PlanetCAD or any representative, agent or attorney thereof relating to any matterpertaining to this Agreement, including particularly but without limitation the legal and tax issues relating to the Options and the amendment thereof. Except as specifically stated in this paragraph, the Options shall maintain the effectiveness of such registration statement (remain in force and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate effect in accordance with, and assist Parent subject to, the terms and conditions stated in the preparation of, such registration statement.Option Agreements and Plans
Appears in 2 contracts
Sources: Separation and Release Agreement (Planetcad Inc), Separation and Release Agreement (Planetcad Inc)
Stock Options. At the Effective Time, the Company's obligation with respect to each outstanding option (each, a "Company Stock Plan and each option granted by the Company Option") to purchase shares of Company Common Stock of the Company issued pursuant to the Company Company's Stock Plan (the "Company Stock OptionsPlan") which is outstanding and unexercised immediately prior (unless otherwise elected by the optionee pursuant to the Effective Timeterms of an individual agreement) pursuant to the Stock Option Agreement, dated as of December 15, 1993, between the Company and Fred▇▇▇ ▇. ▇▇▇▇▇ (▇▇e "Rose▇ ▇▇▇ion"), as amended in the manner described in the following sentence, shall be assumed by Parent. The Company Options so assumed by Parent shall continue to have, and each of the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having subject to, the same terms and conditions as set forth in the Stock Plan and the Rose▇ ▇▇▇ion and the agreements pursuant to which such Company Options were issued as in effect immediately prior to the Effective Time Time, which plan, agreements and Rose▇ ▇▇▇ion shall be assumed by Parent, except that (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as the applicable provisions of such plan and Rose▇ ▇▇▇ion and subject to any other rights that a result holder of the Merger contemplated hereby and except that all references in Company Options may have) (a) each such Company Stock Option to the Company shall be deemed to refer to Parent):
(a) the exercisable for that number of whole shares of Parent Shares to be subject to the new option shall be Common Stock equal to the product of (x) the that number of shares of Company Common Stock subject to the original covered by such Company Stock Option immediately prior to the Effective Time and (y) multiplied by the Exchange Ratio;
Ratio and rounded up to the nearest whole number of shares of Parent Common Stock, and (b) the exercise price per share of Parent Share under the new option Common Stock shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio;
(c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments . The adjustment provided herein with respect to any options that Company Options which are "incentive stock optionsIncentive Stock Options" (as defined in Section 422 of the Code) shall be and is intended to be effected in a manner which is consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) prior to the Effective Time, . Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, reserve for issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number shares of Parent Shares representing Common Stock that will become issuable upon the number of Parent Shares subject to the assumed options and shall maintain the effectiveness exercise of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementOptions pursuant to this Section 2.3.
Appears in 2 contracts
Sources: Merger Agreement (Usa Networks Inc), Merger Agreement (Ticketmaster Group Inc)
Stock Options. At (a) Each of the Company's stock option plans (the "Option Plans"), each of which is set forth in Section 3.6 of the disclosure schedule delivered by the Company to Parent in connection with this Agreement (the "Company Disclosure Schedule"), and each option to acquire shares of Company Stock outstanding immediately prior to the Effective Time thereunder, whether vested or unvested (each, an "Option" and collectively, the "Options"), shall be assumed by Parent at the Effective Time, and each such Option shall become an option, to purchase, on the same terms and condition as were applicable under the Option Plan and the underlying option agreements, a number of shares of Parent Common Stock (a "Substitute Option") equal to the number of shares of Company Stock subject to such Option multiplied by the Exchange Ratio (rounded up to the nearest whole share). The per share exercise price for each Substitute Option shall be the current exercise price per share of Company Stock divided by the Exchange Ratio (rounded up to the nearest full cent), and each Substitute Option otherwise shall be subject to all of the other terms and conditions of the original option to which it relates, provided, however, that in the case of any option to which Section 421 of the Internal Revenue Code of 1986, as amended (the "Code") applies by reason of its qualification under Section 422 of the Code, 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. Parent acknowledges that the consummation of the Merger will constitute a "Terminating Event" (as defined in the Option Plans) or similar event with respect to the options listed on Section 3.6 of the Company Disclosure Schedule, and that the vesting of such options shall therefore become accelerated as a result of the Merger. Prior to the Effective Time, the Company Stock Plan shall take such additional actions as are necessary under applicable law and the applicable agreements and Option Plans to ensure that each option granted by the Company to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Options") which is outstanding Option shall, from and unexercised immediately prior to after the Effective Time, represent only the right to purchase, upon exercise, shares of Parent Common Stock.
(b) As soon as practicable after the Effective Time, Parent shall be assumed by Parent, deliver to the holders of Company Options appropriate notices setting forth such holders' rights pursuant to the applicable Option Plans and each the agreements pursuant to which such Options were issued and the agreements evidencing the grants of the Company Stock such Options shall be converted into an option to purchase shares of Common Stock of Parent continue in such number and at such exercise price as provided below and otherwise having effect on the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):
(a) the number of Parent Shares to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio;
(b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio;
(c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect specified with respect to such Stock Options as of the Effective Time in the applicable Option Plan governing such Option (subject to the adjustments and amendments required by this Section 3.6, and after giving effect to the Merger and the assumption by Parent as conversion set forth above; and
(f) ). It is the intention of the parties that, subject to applicable law, each Option that qualified as an incentive stock option under Section 422 of the Code prior to the Effective Time shall continue to qualify as an incentive stock option of Parent after the Effective Time, .
(c) Parent shall take all corporate action necessary action to assume reserve for issuance and have available for delivery a sufficient number of shares of Parent Common Stock to be delivered upon exercise, vesting or payments, as applicable, of the Effective Time all obligations undertaken Options converted in accordance with this Section 3.6 or upon the exercise of the warrants set forth on Section 5.2 of the Company Disclosure Schedule (which obligation shall be assumed by Parent under this Section 6.03, including in accordance with the reservation, issuance and listing terms of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed optionswarrants). No later than twenty (20) days As soon as practicable after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another any successor or other appropriate form) registering a number with respect to the delivery of such shares of Parent Shares representing the number of Parent Shares subject Common Stock, to the assumed options extent such registration statement is required under applicable law so as to permit resale of such shares, and the Parent shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such assumed options benefits and grants remain payable and such Options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statement.
Appears in 2 contracts
Sources: Merger Agreement (Dover Downs Entertainment Inc), Merger Agreement (Grand Prix Association of Long Beach Inc)
Stock Options. At (a) Prior to the Effective Time, the Company Stock Plan and Board shall take all necessary actions so that each option granted by the Company to purchase shares of Company Common Stock of granted by the Company Company, whether granted pursuant to the Company Stock Option Plan ("individually, a “Company Stock Plan Option”) or otherwise (collectively, including all Company Plan Options", the “Company Options”) which that is outstanding and unexercised immediately prior to the Effective Time, shall be assumed by Parentwhether vested or unvested, and each of the Company Stock Options shall be converted into an option and become rights with respect to purchase shares of Parent Common Stock of Stock, and Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such termsshall assume each Company Option, conditions and restrictions may be altered in accordance with their the terms as a result of the Merger contemplated hereby and Company Option Plan and/or stock option agreement by which it is evidenced, except that all references in each from and after the Effective Time, (i) Parent and its compensation committee shall be substituted for the Company and the compensation committee of the Board (including, if applicable, the Board) administering such Company Option Plan, (ii) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock Option to (or cash, if so provided under the terms of such Company shall be deemed to refer to Parent):
Option), (aiii) the number of shares of Parent Shares to be Common Stock subject to the new option such Company Options shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original such Company Stock Option Options immediately prior to the Effective Time and (y) multiplied by the Exchange Ratio;, rounded down to the nearest whole share, and (iv) the per share exercise price under each such Company Option shall be adjusted by dividing the per share exercise price under each such Company Option by the Exchange Ratio and rounding up to the nearest cent. In addition, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 1.8(a), each Company Option that is an “incentive stock option” or a nonqualified stock option held by a U.S. taxpayer shall be adjusted as required by Section 424 of the Code and Section 409A of the Code and the Treasury Regulations thereunder, so as not to constitute a modification, extension or renewal of the option, within the meaning of Section 424(h) of the Code and the Treasury Regulations under Section 409A of the Code, or otherwise result in negative Tax treatment or penalties under Section 424 of the Code or Section 409A of the Code. Each of the Company and Parent shall adopt any and all resolutions and take all necessary steps to effectuate the foregoing provisions of this Section 1.8(a).
(b) As soon as practicable after the exercise price per Effective Time, Parent Share under shall deliver to the new option participants in each Company Option Plan an appropriate notice setting forth such participant’s rights pursuant thereto and the grants subject to such Company Option Plan shall be equal to (x) the exercise price per share of Company Common Stock continue in effect under on the original same terms and conditions (subject to the adjustments required by Section 1.8(a) after giving effect to the Merger), and Parent shall comply with the terms of each Company Stock Option immediately Plan to ensure, to the extent required by, and subject to the provisions of, such Company Option Plan, that Company Options that qualified as incentive stock options prior to the Effective Time divided by (y) continue to qualify as incentive stock options after the Exchange Ratio;
(c) in effecting such assumption Effective Time and conversion, Company Options that qualified for exemption from application of Section 409A of the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, Code prior to the next whole share and the aggregate exercise price shall be rounded up, if necessary, Effective Time continue to the next whole cent;
(d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Options, all restrictions remain so exempt. At or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) prior to the Effective Time, Parent shall take all corporate action necessary action to assume as reserve for issuance sufficient shares of the Effective Time all obligations undertaken Parent Common Stock for delivery upon exercise of Company Options assumed by Parent under it in accordance with this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options1.8. No later than twenty (20) days As soon as practicable after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 S-3 or Form S-8, as the case may be (or another any successor or other appropriate form) registering a number forms), with respect to the shares of Parent Shares representing the number of Parent Shares Common Stock subject to the assumed such options and shall use its reasonable efforts to maintain the effectiveness of such registration statement statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statement.
Appears in 2 contracts
Sources: Merger Agreement (Opko Health, Inc.), Merger Agreement (Bio Reference Laboratories Inc)
Stock Options. At (a) By virtue of the Effective TimeMerger, the Company Stock Plan and each outstanding option granted by the Company to purchase shares of Common Company Stock under any employee stock option or compensation plan or arrangement of the Company pursuant to (the “Company Stock Plan ("Company Stock Options"Plans”) which that is outstanding and unexercised immediately prior to the Effective Time, whether or not then exercisable or vested (a “Company Stock Option”), shall become fully vested and exercisable immediately prior to, and then shall be assumed by Parentcanceled at, the Effective Time, and each the holder thereof shall, subject to Section 2.08, be entitled to receive, from the Surviving Corporation (and Parent shall cause the Surviving Corporation to pay to such holders), an amount in cash equal to the product of (i) the excess, if any, of (1) the Merger Consideration over (2) the exercise price per share of Company Stock Options shall be converted into an option subject to purchase such Company Stock Option, with the aggregate amount of such payment rounded up to the nearest cent, and (ii) the total number of shares of Common Company Stock of Parent in subject to such number fully vested and at such exercise price as provided below and otherwise having the same terms and conditions exercisable Company Stock Option as in effect immediately prior to the Effective Time (except the “Option Consideration”). The Option Consideration shall be paid in a one-time lump sum as promptly as practicable after the Effective Time (but no later than ten (10) Business Days after the Effective Time to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result holder of the Merger contemplated hereby and except that all references in each such a Company Stock Option has provided to the Company shall be deemed to refer to Parent):
(athe written consent contemplated by Section 6.09(a) the number of Parent Shares to be subject and to the new option shall be equal extent reasonably practicable with respect to all other holders). In the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio;
(b) the exercise price per Parent Share under the new option shall be equal to (x) event that the exercise price per share of Company Common Stock in effect under the original any Company Stock Option immediately prior is equal to or greater than the Effective Time divided by (y) the Exchange Ratio;
(c) in effecting Merger Consideration, such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded upcancelled, if necessaryas of the Effective Time, without consideration or other payment thereon and shall have no further force or effect. As of the Effective Time, all Company Stock Options shall no longer be outstanding and shall automatically cease to exist, and each holder of a Company Stock Option shall cease to have any rights with respect thereto, except for the next whole cent;right to receive Merger Consideration, as applicable, as provided in this Section 2.04(a).
(db) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) prior Prior to the Effective Time, Parent the Company shall take all such actions, if any, as are reasonably necessary action to assume as of give effect to the Effective Time all obligations undertaken transactions contemplated by Parent under this Section 6.032.04 (including, including without limitation, the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementactions required by Section 6.09(a)).
Appears in 2 contracts
Sources: Merger Agreement (Conmed Healthcare Management, Inc.), Merger Agreement (Conmed Healthcare Management, Inc.)
Stock Options. At Subject to the condition set forth in Section 1.6(b) below, as of the Effective Time, the Company Stock Plan and Time each outstanding option granted held by the Company then-current employees of Involve to purchase shares of Common Involve Stock of the Company pursuant to Involve's stock option plans (collectively, such plans the Company "Involve Option Plans," and each such option an "Involve Stock Plan ("Company Stock OptionsOption") which is outstanding and unexercised immediately prior to the Effective Time, shall be assumed replaced by Parent, and each of the Company Stock Options shall be converted into an a new substitute option to purchase shares Shares (each such option to purchase Shares a "Substituted Option"), with the number of Common Stock of Parent in such number Shares subject to the Substituted Option and at such the exercise price thereof to be calculated as provided below follows and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):set forth on Schedule 1.5:
(a) the number of Parent Shares to be subject to the new option each Substituted Option shall be equal the product (rounded down to the product nearest whole share) of (x) the number of shares of Company Common Involve Stock subject to the original Company such Involve Stock Option immediately prior to the Effective Time and (y) multiplied by the Exchange Ratio;
(b) , and the exercise price per Parent Share under the new option Substituted Option shall be equal the quotient (rounded up to (xthe nearest $.01) of the exercise price per share of Company Common Involve Stock in effect under the original Company Involve Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio;
(c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments . The adjustment provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting Code with respect to Involve Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement to which Section 421 of the Company or any Code applies by reason of its subsidiariesqualification under Section 422 of the Code.
(b) Except as mutually agreed by the holder of a Substituted Option and Kintera, each Substituted Option shall be subject to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect same expiration date applicable to the Merger and the assumption by Parent as set forth above; and
(f) relevant Involve Stock Option immediately prior to the Effective Time. Each Substituted Option shall be subject to the revised vesting provisions set forth in an Option Agreement (an "Option Agreement") in substantially the form attached hereto as Exhibit G, Parent to be executed by Kintera and the holder of each Substituted Option, the execution of which is a condition to the substitution of a Substituted Option for any Involve Stock Option. Involve Stock Options for which a Substituted Option is not granted due to failure of the foregoing condition or Involve Stock Options owned by persons not then-current employees of Involve shall take all necessary action to assume terminate as of the Effective Time Time, pursuant to the terms of the Involve Option Plans. Kintera shall take all obligations undertaken by Parent corporate action necessary to reserve for issuance under this Section 6.03, including the reservation, issuance and listing of its 2000 Stock Option Plan a sufficient number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status for delivery upon exercise of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementdescribed above.
Appears in 2 contracts
Sources: Merger Agreement (Kintera Inc), Merger Agreement (Kintera Inc)
Stock Options. At (a) As of the Effective Time, the Company Stock Plan and each option granted by the Company to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Options") which is outstanding and unexercised immediately prior to the Effective Time, shall be assumed by Parent, and each of the Company Stock Options Option shall be converted into an option to purchase shares of acquire Acquiror Common Stock of Parent in such number and at such exercise price as provided below in this Section 2.03. Following the Effective Time, each Option shall continue to have, and otherwise having shall be subject to, the same terms and conditions as in effect of each agreement pursuant to which such Option was subject immediately prior to the Effective Time (except to including, in the extent that such termscase of each Option granted under the Company's 1998 Long Term Incentive Plan, the terms and conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and Company's 1998 Long Term Incentive Plan under which such Option was granted), except that all references in that: (i) each such Company Stock Option (as converted pursuant to the Company this Section 2.03) shall be deemed to refer to Parent):
(a) the exercisable for that number of Parent Shares to be subject to the new option shall be whole shares of Acquiror Common Stock equal to the product of (xA) the aggregate number of shares of Company Common Stock subject to the original Company Stock for which such Option immediately prior to was exercisable at the Effective Time and Time, multiplied by (yB) the Exchange Ratio;
, rounded up to the nearest whole share (bprovided that all references in such Company Stock Option Plans and the agreement under which such Option was granted to the Company shall be references to Acquiror and references to the Company's Common Stock shall be references to Acquiror Common Stock); and (ii) the exercise price per Parent Share under the new option share of Acquiror Common Stock issuable pursuant to each Option (as converted pursuant to this Section 2.03) shall be equal to (x) the exercise price per share of Company Common Stock in effect under such Option at the original Company Stock Option Effective Time divided by the Exchange Ratio, rounded to the nearest whole cent.
(b) The assumption and substitution of Options as provided herein shall not give the holders of such Options additional benefits or additional (or accelerated) vesting rights that they did not have immediately prior to the Effective Time divided by (y) or relieve the Exchange Ratio;
(c) in effecting holders of such assumption and conversion, Options from any obligations or restrictions applicable to their Options or the aggregate number shares obtainable upon exercise of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments Options. The adjustment provided herein with respect to any options Options that are "incentive stock options" (as defined in Section 422 of the Code) shall be and is intended to be, effected in a manner that is consistent with the requirements continued treatment of such Options as "incentive stock options" under Section 424(a) of the Code;
(e) except to the extent required under the respective . The duration and other terms of the Stock Options, converted options provided for in this Section 2.03 shall be the same as the Options except that all restrictions or limitations on transfer and vesting with respect references to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, shall be references to Acquiror and references to the extent Company's Common Stock shall be references to Acquiror Common Stock. Acquiror shall take all corporate action necessary to reserve for issuance, at all times any converted Options provided for in this Section 2.03 are outstanding, a sufficient number of shares of Acquiror Common Stock for delivery upon the exercise of such converted Options. The Company will take such action as shall be reasonably necessary (including but not limited to obtaining waivers from holders of Options) so that such restrictions each Option that was unvested or limitations shall not have already lapsedsubject to a repurchase option, and all risk of forfeiture or other terms thereof, shall remain in full force and effect with respect to such condition under any applicable Company Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) Option Plans immediately prior to the Effective TimeTime shall continue to be subject to such vesting, Parent shall take all necessary action repurchase, forfeiture or other conditions with respect to assume as the Acquiror Common Stock that may be issuable with respect thereto after the occurrence of the Effective Time all obligations undertaken or the consummation of the transactions contemplated by Parent under this Section 6.03, including the reservation, issuance and listing Merger Agreement. As of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, effect the termination of each other outstanding unexpired and assist Parent in the preparation of, such registration statement.unexercised option to purchase shares of Company Common Stock
Appears in 1 contract
Sources: Merger Agreement (Titan Corp)
Stock Options. At a. Initial Grant. As of the Effective TimeCommencement Date, the Company Stock Plan ------------- shall grant to the Executive, an option to purchase three hundred thousand (300,000) shares of common stock of the Company (the "Initial Options") (these options shall be granted in post 1 for 10 reverse split shares created during the merger with Spiderboy, International, Inc.) at the closing price on the Commencement Date. This option shall be immediately exercisable in full and each option granted shall remain exercisable for a period of ten (10) years, whether or not the Executive continues to be employed by the Company during that period. The parties intend that the Initial Options be granted pursuant to purchase shares of Common the Company's stock option plan (the "Stock Option Plan") and shall be incentive stock options to the extent allowable under the Stock Option Plan and applicable laws; provided, however, in the event that the Initial Options may not be granted under the Stock Option Plan due to the failure of the Company pursuant to obtain shareholder approval of an increase in the number of shares available for grant thereunder, the Initial Options shall be granted to the Company Executive outside of the Stock Plan Option Plan.
b. Future Grants, hi addition, during the Term of --------------- Employment, the Executive shall be eligible to be granted options (the "Company Stock Options") which is outstanding and unexercised immediately prior to purchase common stock (the Effective Time, shall be assumed by Parent, and each "Common Stock") of the Company under (and therefore subject to all terms and conditions of) the Company's Stock Option Plan, and any successor plan thereto (the "Stock Option Plan"); provided, however, that the Stock Options shall become immediately exercisable in full upon termination of the Executive's employment with the Company for any reason other than termination by the Company for Cause under Section 5.1 hereof or termination by the Executive without Good Reason under Section 5.5b hereof. The number of Stock Options and terms and conditions of the Stock Options shall be converted into an option to purchase shares determined by the committee of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior Board appointed pursuant to the Effective Time (except Stock Option Plan, or by the Board of Directors of the Company, in its discretion and pursuant to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):
(a) the number of Parent Shares to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio;
(b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio;
(c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementPlan.
Appears in 1 contract
Stock Options. At (A) Upon execution of this Agreement, Company shall grant Executive a non-statutory stock option to acquire five hundred thousand (500,000) shares of the Company's common stock at an exercise price of one dollar and thirty cents ($1.30) per share, exercisable at any time prior to the date that is the tenth year's anniversary of the Effective TimeDate ("TENTH ANNIVERSARY"), subject to Section 3(ii)(F), below.
(B) If on the thirtieth (30th) day following the First Anniversary Executive remains employed by the Company and has not been notified by the Board that his employment hereunder is terminated, Company shall grant Executive a non-statutory stock option to acquire an additional five hundred thousand (500,000) shares of the Company's common stock at an exercise price per share that is equal to 110% of the fair market value per share of the Company's common stock as of the date of the option grant. Fair market value shall be determined as provided in the stock option plan then maintained by the Company for its employees, and if there is no such plan, then fair market value shall be determined by the Board of Directors in the good faith exercise of its discretion (either case to be hereinafter referred to "FMV". Such option shall be exercisable at any time prior to the Tenth Anniversary, subject to Section 3(ii)(F), below.
(C) If the Company files a Form 10-KSB or Form 10-K (hereinafter, a "10-K") with the SEC for calendar year 2004 that contains audited financial statements showing the Company's 2004 earnings before interest and taxes ("EBIT") to be at least two million dollars ($2,000,000), and if Executive remains employed hereunder on the date that such filing is made, then effective as of the date such filing is made, the Company Stock Plan shall grant Executive a non-statutory stock option to acquire one hundred thousand (100,000) shares of the Company's common stock at an exercise price equal to 110% of such common stock's FMV on the date of the option grant. FMV wherever referred to in this Agreement shall be determined in the same manner as is set forth for grants of options under Company's stock option plan for its employees then in effect, and each option granted if no such plan is then in effect, then fair market value shall be determined by the Company to purchase shares Board of Common Stock Directors in the good faith exercise of the Company pursuant to the Company Stock Plan ("Company Stock Options") which is outstanding and unexercised immediately its discretion. This option shall be exercisable at any time prior to the Effective TimeTenth Anniversary, subject to Section 3(ii)(F), below.
(D) If the Company files a Form 10-K with the SEC for calendar year 2005 that contains audited financial statements showing the Company's 2005 EBIT to be at least five million dollars ($5,000,000), and if Executive remains employed hereunder on the date such filing is made, then effective as of the date such filing is made, the Company shall grant Executive a non-statutory stock option to acquire one hundred thousand (100,000) shares of the Company's common stock at an exercise price equal to one 110% of such common stock's FMV on the date of the option grant. This option shall be assumed by Parent, and each of the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and exercisable at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately any time prior to the Tenth Anniversary, subject to Section 3(ii)(F), below..
(E) If the Company files a Form 10-K with the SEC for calendar year 2006 that contains audited financial statements showing the Company's 2006 EBIT to be at least ten million dollars ($10,000,000), and if Executive remained employed hereunder through the third year's anniversary of the Effective Time Date, then effective as of the date such filing is made, the Company shall grant Executive a non-statutory stock option to acquire one hundred thousand (except 100,000) shares of the Company's common stock at an exercise price equal to one 110% of such common stock's FMV on the date of the option grant. This option shall be exercisable at any time prior to the extent that such Tenth Anniversary, subject to Section 3(ii)(F), below.
(F) All options granted to Executive under this Section 3(ii) are referred to herein as the "OPTIONS". If Executive's employment hereunder is terminated by Company for any reason other than for "cause" (defined below), or if Executive terminates his employment for "good reason" (also defined below), or if this Agreement expires in accordance with its terms, conditions then all Options that are granted, vested and restrictions may effective prior to such date of termination or expiration shall remain in effect, but those that are not then granted, vested and effective shall expire ninety (90) days after the date of such termination or expiration. If Executive's employment hereunder is terminated by Company for "cause", or if Executive terminates his employment and does not have "good reason" to terminate, then all Options that have been granted but are not exercised by Executive on or before the date of such termination shall expire on the date of termination of employment.
(G) All shares acquired upon exercise of options granted under this Section 3(ii) shall have "piggyback" registration rights no more restrictive than those granted to any other officer of the Company; provided, however, that if Executive's employment hereunder is terminated by Company for "cause", or if Executive terminates his employment and does not have "good reason" to terminate, then these piggyback registration rights shall terminate on the date of termination of Executive's employment.
(H) All provisions of this Section 3(ii) that are to be altered performed after expiration or termination of this Agreement shall survive the expiration or termination of this Agreement until such provisions expire or terminate in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):
(a) the number of Parent Shares to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio;
(b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio;
(c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementterms.
Appears in 1 contract
Stock Options. At the Effective Time, the each outstanding option (a “Company Stock Plan and each option granted by the Company Option”) to purchase shares of Company Common Stock of the Company issued pursuant to the Company Company’s 2006 Stock Incentive Plan (the “Stock Plan”) shall be assumed by Parent, on the same terms and conditions as were applicable under the Stock Plan ("Company Stock Options") which is outstanding and unexercised immediately prior to the Effective Time, except that: (i) the number of shares of Parent Common Stock subject to each Company Option shall be assumed determined by Parentmultiplying the number of shares of Company Common Stock that were subject to such Company Option immediately prior to the Effective Time by the Option Conversion Ratio (as defined below), 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 shares of Parent Common Stock issuable upon exercise of each of the Company Stock Options Option shall be converted into an option to purchase shares determined by dividing the per share exercise price of Company Common Stock of Parent in subject to such number and at such exercise price as provided below and otherwise having the same terms and conditions Company Option, as in effect immediately prior to the Effective Time (except to Time, by the extent Option Conversion Ratio; provided, however, that such terms, conditions the exercise price and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):
(a) the number of Parent Shares to be subject to the new option shall be equal to the product of (x) the number of shares of Company Parent Common Stock subject to the original each Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio;
(b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio;
(c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected determined in a manner consistent with the requirements of Section 409A of the Code to the extent applicable; and provided, further, that in the case of any Company Option to which Section 422 of the Code applies, the option price, the number of shares subject to such Company Option and the terms and conditions of exercise of such Company 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;
(e) except to . Any restriction on the extent required under the respective terms exercise of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the any Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations Option assumed by Parent shall not have already lapsed, and all other terms thereof, shall remain continue in full force and effect with respect to such Stock Options after giving effect to the Merger and the term, exercisability and other provisions of such Company Option shall otherwise remain unchanged as a result of the assumption by Parent of such Company Option; provided, however, the Company Options that are accelerated at the Effective Time as a result of the Merger, as set forth above; and
(f) prior to in Schedule 2.3(a), shall be immediately exercisable after the Effective Time. The “Option Conversion Ratio” shall be equal to 0.72967. Notwithstanding anything to the contrary set forth herein or on Schedule 1.5(a), the Merger Consideration shall consist of an aggregate of 12,325,000 shares of Parent shall take Common Stock which will include the conversion of all necessary action to assume shares of Company Capital Stock and the reservation of all shares of Parent Common Stock required for assumption of the Company Options that have vested as of the Effective Time all obligations undertaken by Time. Parent under this Section 6.03, including the reservation, shall reserve for issuance and listing of a sufficient number of Parent Shares at least equal to the number shares of Parent Shares subject Common Stock for delivery upon exercise of the Company Options assumed by Parent, which, as of the date hereof, are as set forth on Schedule 1.5(a) (such Schedule to be amended at or prior to Closing to reflect the assumed options. No later than twenty (20) days issuance of any shares of Company Common Stock, whether by exercise of Company Options or otherwise, after the Effective Time, Parent shall prepare date hereof and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject prior to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementClosing).”
Appears in 1 contract
Sources: Agreement and Plan of Merger (Mandalay Media, Inc.)
Stock Options. At (a) As of the Effective Time, the Company Stock Plan and each option granted by the Company to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Options") which is outstanding and unexercised immediately prior to the Effective Time, shall be assumed by Parent, and each of the Company Stock Options Option shall be converted into an option to purchase shares of acquire Acquiror Common Stock of Parent in such number and at such exercise price as provided below in this Section 2.03. Following the Effective Time, each Option shall continue to have, and otherwise having shall be subject to, the same terms and conditions as in effect of each agreement pursuant to which such Option was subject immediately prior to the Effective Time (except to including, in the extent that such termscase of each Option granted under the Company's 1998 Long Term Incentive Plan, the terms and conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and Company's 1998 Long Term Incentive Plan under which such Option was granted), except that all references in that: (i) each such Company Stock Option (as converted pursuant to the Company this Section 2.03) shall be deemed to refer to Parent):
(a) the exercisable for that number of Parent Shares to be subject to the new option shall be whole shares of Acquiror Common Stock equal to the product of (xA) the aggregate number of shares of Company Common Stock subject to the original Company Stock for which such Option immediately prior to was exercisable at the Effective Time and Time, multiplied by (yB) the Exchange Ratio;
, rounded up to the nearest whole share (bprovided that all references in such Company Stock Option Plans and the agreement under which such Option was granted to the Company shall be references to Acquiror and references to the Company's Common Stock shall be references to Acquiror Common Stock); and (ii) the exercise price per Parent Share under the new option share of Acquiror Common Stock issuable pursuant to each Option (as converted pursuant to this Section 2.03) shall be equal to (x) the exercise price per share of Company Common Stock in effect under such Option at the original Company Stock Option Effective Time divided by the Exchange Ratio, rounded to the nearest whole cent.
(b) The assumption and substitution of Options as provided herein shall not give the holders of such Options additional benefits or additional (or accelerated) vesting rights that they did not have immediately prior to the Effective Time divided by (y) or relieve the Exchange Ratio;
(c) in effecting holders of such assumption and conversion, Options from any obligations or restrictions applicable to their Options or the aggregate number shares obtainable upon exercise of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments Options. The adjustment provided herein with respect to any options Options that are "incentive stock options" (as defined in Section 422 of the Code) shall be and is intended to be, effected in a manner that is consistent with the requirements continued treatment of such Options as "incentive stock options" under Section 424(a) of the Code;
(e) except to the extent required under the respective . The duration and other terms of the Stock Options, converted options provided for in this Section 2.03 shall be the same as the Options except that all restrictions or limitations on transfer and vesting with respect references to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, shall be references to Acquiror and references to the extent Company's Common Stock shall be references to Acquiror Common Stock. Acquiror shall take all corporate action necessary to reserve for issuance, at all times any converted Options provided for in this Section 2.03 are outstanding, a sufficient number of shares of Acquiror Common Stock for delivery upon the exercise of such converted Options. The Company will take such action as shall be reasonably necessary (including but not limited to obtaining waivers from holders of Options) so that such restrictions each Option that was unvested or limitations shall not have already lapsedsubject to a repurchase option, and all risk of forfeiture or other terms thereof, shall remain in full force and effect with respect to such condition under any applicable Company Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) Option Plans immediately prior to the Effective TimeTime shall continue to be subject to such vesting, Parent shall take all necessary action repurchase, forfeiture or other conditions with respect to assume as the Acquiror Common Stock that may be issuable with respect thereto after the occurrence of the Effective Time all obligations undertaken or the consummation of the transactions contemplated by Parent under this Section 6.03, including the reservation, issuance and listing Merger Agreement. As of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, effect the termination of each other outstanding unexpired and assist Parent in the preparation of, such registration statementunexercised option to purchase shares of Company Common Stock.
Appears in 1 contract
Sources: Merger Agreement (Titan Corp)
Stock Options. At (a) As soon as practicable following the date of this Agreement, the Board of Directors of the Company (or, if appropriate, any committee administering the Company Stock Plans) shall adopt such resolutions or take such other actions (if any) as may be required to effect the following:
(i) adjust the terms of all outstanding Stock Options (other than Non-Employee Options (as defined below)), whether vested or unvested, as necessary to provide that, at the Effective Time, the Company each such Stock Plan and each option granted by the Company to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Options") which is Option outstanding and unexercised immediately prior to the Effective Time, shall be assumed by Parent, and each of the Company Stock Options Time shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having acquire, on the same terms and conditions as in effect were applicable under such Stock Option, the number of shares of Parent common stock, par value $0.20 per share ("Parent Common Stock") (rounded down to the nearest whole share), determined by multiplying the number of shares of Company Common Stock subject to such Stock Option by a fraction (the "Option Exchange Ratio"), the numerator of which is the Merger Consideration and the denominator of which is the average closing price of Parent Common Stock on the New York Stock Exchange Composite Transactions Tape on the ten trading days immediately preceding the date on which the Effective Time occurs, at an exercise price per share of Parent Common Stock equal to (A) the per share exercise price for the shares of Company Common Stock otherwise purchasable pursuant to such Stock Option divided by (B) the Option Exchange Ratio (each, as so adjusted, an "Adjusted Option"), provided that such exercise price shall be rounded up to the nearest whole cent;
(ii) adjust the terms of all outstanding Stock Options held by individuals other than current or former employees of the Company ("Non-Employee Options"), whether vested or unvested, as necessary to provide that at the Effective Time, each Non-Employee Option outstanding immediately prior to the Effective Time (except shall be canceled and converted into the right to receive an amount of cash equal to the extent that such termsexcess, conditions and restrictions may be altered in accordance with their terms as a result if any, of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):
(aA) the number of Parent Shares to be subject to the new option shall be equal to the product of (x1) the number of shares of Company Common Stock subject to such Non-Employee Option and (2) the original Merger Consideration, over (B) the product of (1) the number of shares of Company Common Stock subject to such Non-Employee Option and (2) the per share exercise price of such Non-Employee Option; and
(iii) make such other changes to the Company Stock Option immediately prior Plans as Parent and the Company may agree are appropriate to give effect to the Effective Time and (y) the Exchange Ratio;Merger.
(b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio;
(c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the The adjustments provided herein with respect to any options Stock Options that are "incentive stock options" (as defined in Section 422 of the Code) Code shall be and are intended to be effected in a manner which is consistent with the requirements of Section 424(a) of the Code;.
(c) At the Effective Time, by virtue of the Merger and without the need of any further corporate action, Parent shall assume the Company Stock Plans, with the result that all obligations of the Company under the Company Stock Plans, including with respect to Stock Options outstanding at the Effective Time, shall be obligations of Parent following the Effective Time.
(d) As soon as practicable after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of shares of Parent Common Stock equal to the number of shares subject to the Adjusted Options. Such registration statement shall be kept effective (and the current status of the prospectus or prospectuses required thereby shall be maintained) as long as any Adjusted Options may remain outstanding.
(e) As soon as practicable after the Effective Time, Parent shall deliver to the holders of Stock Options (other than Non-Employee Options) appropriate notices setting forth such holders' rights pursuant to the respective Company Stock Plans and the agreements evidencing the grants of such Stock Options and that such Stock Options and agreements shall be assumed by Parent and shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 5.04 after giving effect to the Merger).
(f) A holder of an Adjusted Option may exercise such Adjusted Option in whole or in part in accordance with its terms by delivering a properly executed notice of exercise to Parent, together with the consideration therefor and the Federal withholding tax information, if any, required in accordance with the related Company Stock Plan.
(g) Except as otherwise contemplated by this Section 5.04 and except to the extent required under the respective terms of the Stock OptionsOptions or Company Stock Plans, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiariesCompany, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statement.
Appears in 1 contract
Sources: Merger Agreement (International Business Machines Corp)
Stock Options. (a) At the Effective Time, the Company Stock Plan and obligation to issue shares under each outstanding option granted by the Company to purchase shares of UNIDATA Common Stock (each a "Stock Option") granted under UNIDATA's 1992 Stock Option Plan, 1993 Stock Option Plan, 1994 Stock Option Plan, 1995 Stock Option Plan, 1996 Stock Option Plan, and 1997 Stock Option Plan, each as amended (collectively, the "UNIDATA Stock Option Plans") and to former employees of the Company O2 pursuant to the Company O2 Transaction, all of which shall be fully vested and exercisable at the Effective Time pursuant to the terms of the applicable Stock Plan ("Company Option, shall be deemed assumed by VMARK and each such option shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Stock Options") which is outstanding and unexercised immediately Option prior to the Effective Time, shall be assumed by Parent, and each the whole number (disregarding any fractional shares) of the Company Stock Options shall be converted into an option to purchase shares of VMARK Common Stock as the holder of Parent such Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect full immediately prior to the Effective Time (except not taking into account whether or not such option was in fact exercisable), at a price per share equal to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):
(ax) the number of Parent Shares aggregate exercise price for UNIDATA Common Stock otherwise purchasable pursuant to be subject to the new option shall be equal to the product of such Stock Option, divided by (xy) the number of shares of Company VMARK Common Stock deemed purchasable pursuant to such Stock Option, provided, however, that the exercisability or the other vesting of the assumed options and the underlying stock shall continue to be determined by reference to stock option agreements executed pursuant to UNIDATA's Stock Option Plans, and provided, further, that references in any Stock Option to UNIDATA, the board of directors of UNIDATA or any committee thereof, and any UNIDATA Stock Option Plan shall, commencing at the Effective Time, unless inconsistent with the context, be to VMARK, the board of directors of VMARK or a committee thereof, and VMARK's 1986 Stock Option Plan (for officers) or 1995 Non-Statutory Option Plan (for non-officers), respectively.
(b) As soon as practicable after the Effective Time, VMARK shall deliver to each holder of an outstanding Stock Option an appropriate notice setting forth such holder's rights pursuant thereto and such Stock Option shall continue in effect on the same terms and conditions (including further anti-dilution provisions and subject to the original Company adjustments required by this Section 5.05 after giving effect to the Merger). VMARK shall comply with the terms of all such Stock Option immediately Options and ensure, to the extent required by, and subject to the provisions of, any such UNIDATA Stock Plan that Stock Options which qualified for special tax treatment prior to the Effective Time and (y) continue to so qualify after the Exchange Ratio;
(b) the exercise price per Parent Share under the new option Effective Time. VMARK shall be equal take all corporate action necessary to (x) the exercise price per share reserve for issuance a sufficient number of Company VMARK Common Stock in effect under the original Company Stock Option immediately prior for delivery pursuant to the Effective Time divided by (y) the Exchange Ratio;terms set forth in this Section 5.05.
(c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price VMARK shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options use reasonable efforts after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such a registration statement (and maintain under the current status Securities Act with respect to the issuance by VMARK of shares of VMARK Common Stock which may be issued pursuant to the prospectus contained therein) UNIDATA Options as provided for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent above in the preparation of, such registration statementthis Section 5.05.
Appears in 1 contract
Stock Options. At the Effective Time, the Company's obligation with respect to each outstanding option (each, a "Company Stock Plan and each option granted by the Company Option") to purchase shares of Company Common Stock of the Company issued pursuant to the Company Company's Stock Plan (the "Company Stock OptionsPlan") which is outstanding and unexercised immediately prior (unless otherwise elected by the optionee pursuant to the Effective Timeterms of an individual agreement) pursuant to the Stock Option Agreement, dated as of December 15, 1993, between the Company and Fredric D. Rosen (the "Rosen Option"), as amended in the manner describe▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ng sent▇▇▇▇, shall be assumed by Parent. The Company Options so assumed by Parent shall continue to have, and each of the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having subject to, the same terms and conditions as set forth in the Stock Plan and the Rosen Option and the agreements pursuant to which such Company Options w▇▇▇ ▇ssued as in effect immediately prior to the Effective Time Time, which plan, agreements and Rosen Option shall be assumed by Parent, except that (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as ▇▇▇ applicable provisions of such plan and Rosen Option and subject to any other rights that a result holder of the Merger contemplated hereby and except that all references in Company Op▇▇▇▇▇ may have) (a) each such Company Stock Option to the Company shall be deemed to refer to Parent):
(a) the exercisable for that number of whole shares of Parent Shares to be subject to the new option shall be Common Stock equal to the product of (x) the that number of shares of Company Common Stock subject to the original covered by such Company Stock Option immediately prior to the Effective Time and (y) multiplied by the Exchange Ratio;
Ratio and rounded up to the nearest whole number of shares of Parent Common Stock, and (b) the exercise price per share of Parent Share under the new option Common Stock shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio;
(c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments . The adjustment provided herein with respect to any options that Company Options which are "incentive stock optionsIncentive Stock Options" (as defined in Section 422 of the Code) shall be and is intended to be effected in a manner which is consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) prior to the Effective Time, . Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, reserve for issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number shares of Parent Shares representing Common Stock that will become issuable upon the number of Parent Shares subject to the assumed options and shall maintain the effectiveness exercise of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementOptions pursuant to this Section 2.3.
Appears in 1 contract
Sources: Merger Agreement (Usa Networks Inc)
Stock Options. At (a) The Company hereby grants to H&T non-qualified options (the Effective Time, the Company Stock Plan and each option granted by the Company "Options") to purchase 2,000,000 shares of Common Stock (the "Shares") of the Company pursuant common stock, $.01 par value, which Options may be exercised by H&T if but only if a management sponsored plan of reorganization is approved in which event the Options may be exercised at any time during the five years following the data of this Agreement. subject to the Company Stock Plan ("Company Stock Options") which is outstanding and unexercised immediately prior to the Effective Time, shall be assumed by Parent, and each of the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to that would apply if the Effective Time (except to options were granted under the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Company's 1997 Stock Option to Plan (the Company shall be deemed to refer to Parent):
(a) the number of Parent Shares to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company "Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio;Plan").
(b) the The exercise price per Parent Share under of the new option shall Options will be equal to the closing price of the Company's common stock as listed in the NASDAQ Bulletin Board Exchange as of March 12, 1999 (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio;$0.56/share).
(c) in effecting such assumption and conversionIf, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect to at any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under time the Company Stock Plans or any shall determine to register (other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate S-4 or similar form) registering any of its common stock, the Company will, subject to the further provisions herein set forth, promptly give written notice thereof to H&T; and include in such registration statement all the Shares specified in a number written request made by H&T within 15 days after the receipt or such written notice tram the Company; provided, however, that H&T shall have such notice and registration rights only to the extent that the Company does not have an effective registration statement covering the shares. Such registration shall provide for the sale of Parent the shares included therein from time to time during the six months (the "Sale Date") from the effective date of the Registration Statement, subject to the provisions hereinafter set forth. All registration, filing, qualification and printing expenses incurred in connection with the Registration Statement shall be for the account of the Company, provided that all fees and disbursements of counsel retained by H&T with respect to such Registration Statement and all brokerage or similar commissions or discounts incurred by H&T in connection with the sale of the Shares representing shall be for the account of H&T in connection with the sale of the Shares shall be for the account of H&T. The Company shall have no obligation to declare the Registration Statement effective. If the offering included in such Registration Statement is underwritten, H&T at the election of the underwriter shall either include such Shares in such underwritten offering, reduce the number of Parent Shares subject securities registered or delay his offering in any case upon such terms and conditions as determined by the underwriter in its sole discretion. If the offering is delayed, the six month period referred to above shall commence upon the assumed options expiration of any such delay.
(d) Should H&T be terminated for cause before the Options are exercised, the Options shall expire and shall maintain the effectiveness of such registration statement (thereafter become null and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementvoid.
Appears in 1 contract
Stock Options. At Effective as of the Effective TimeDate, the Company Stock Plan and each shall grant Employee a stock option granted by (the Company to purchase "Option") consisting of 1,500,000 shares of the Company's Class B Common Stock (or such other shares of common stock as are exchangeable on a one-for-one basis into shares of Class B Common Stock, the Company pursuant "Option Shares") at an exercise price equal to the Company Stock Plan fair market value of such Option Shares on the date of grant. The Option shall vest immediately as to 300,000 Option Shares and the remainder thereof ("Company Stock Options") which is outstanding and unexercised immediately prior to the Effective Time, shall be assumed by Parent, and each consisting of the Company Stock Options shall be converted into an option to purchase shares 1,200,000 Option Shares) shall vest ratably on a monthly basis as of Common Stock the last day of Parent in each of the first 36 months following the date of grant, such number that 1/36th of the Option will vest on the one-month anniversary of the Effective Date and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior Option shall be fully vested on the third anniversary of the Effective Date, subject to Employee continuing to render services to the Effective Time Company. In addition, the Option shall be subject to acceleration upon the occurrence of certain events, including if Employee is terminated by the Company without cause (except which shall result in acceleration of 50% of Employee's then unvested options), if Employee is subject to an Involuntary Termination (which shall result in acceleration of 50% of Employee's then unvested options), or due to a Change of Control, as defined above (which shall result in acceleration of 100% of Employee's then unvested options), all as set forth in greater detail in the extent stock option agreement by and between Employee and the Company (the "Stock Option Agreement"), which agreement shall be substantially in the form of Exhibit A hereto and is incorporated by this reference as if fully set forth herein. In the event that such termsEmployee elects to terminate his employment with Company without cause, conditions or if Company terminates Employee "for cause" pursuant to and restrictions may as defined in Section 2(a) above, the Option shall immediately terminate, and Employee shall be altered in accordance with their terms as a result entitled to exercise the portion of the Merger contemplated hereby and except Option that all references was vested on the date of termination only for such period of time as is provided in each such Company the Company's Stock Option to Plan and reflected in the Company Stock Option Agreement. In all other respects, the Option shall be deemed to refer to Parent):
(a) the number of Parent Shares to be subject to the new option shall be equal to terms, definitions and provisions of the product of (x) the number of shares of Company Common Stock subject to the original Company Company's Stock Option immediately prior to Plan and the Effective Time and (y) the Exchange Ratio;
(b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio;
(c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementAgreement.
Appears in 1 contract
Stock Options. At (a) Exhibit B to this Agreement lists each stock option granted to you during your employment with the Effective TimeCompany as of the date of this Agreement that remains outstanding (collectively, the “Stock Options”). Except as specifically set forth in this Section 3 and Section 7 below, all of your rights and obligations under each Stock Option, including without limitation vesting, exercise and expiration, shall be governed by the terms and conditions of the Equity Plan (as defined below) under which the Company issued each Stock Option and the award agreement governing each Stock Option. The Company represents to you that none of your actual award agreements contain any materially different terms as compared to the form of award agreement for each Equity Plan and each option granted that have been publicly filed by the Company to purchase shares with the United States Securities and Exchange Commission (the “SEC”). For purposes of Common this Plan, the “Equity Plans” are the Vertex Pharmaceuticals Incorporated 1994 Stock and Option Plan, as amended, the Vertex Pharmaceuticals Incorporated 1996 Stock and Option Plan, as amended and the Vertex Pharmaceuticals Incorporated Amended and Restated 2006 Stock and Option Plan, as amended (collectively, the “Equity Plans”). Each of the Company pursuant to the Company Stock Plan ("Company Stock Options") which is outstanding and unexercised immediately prior to the Effective Time, shall be assumed by Parent, and each of the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):
(a) the number of Parent Shares to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio;are listed on Exhibit B.
(b) Provided that you meet the exercise price per Parent Share requirements to receive payments and benefits as set forth in Sections 2(i), 2(ii) and 2(iii) above, the Company shall add an additional eighteen (18) months of service to your period of employment effective as of May 23, 2009, solely for purposes of determining the vested percentage under each of the new option shall be equal Stock Options. The number of Stock Options that will become vested on May 23, 2009 if you meet the requirements to (xreceive payments and benefits as set forth in Sections 2(i), 2(ii) the exercise price per share of Company Common Stock and 2(iii) above is set forth in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio;Exhibit B.
(c) Each of your outstanding and vested Stock Options shall in effecting such assumption and conversionall events remain exercisable until December 31, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down2010, provided, however, that if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect to any options that are "incentive stock options" a Qualifying Change in Control Event (as defined in Section 422 7(a) of this Agreement) occurs, and you are entitled to payments and vesting pursuant to Section 7(a) below, all Stock Options held by you at the time of such event shall remain exercisable for the period set forth in the applicable Equity Plan (as if the termination of service under such Equity Plan took place on the date of the CodeQualifying Change in Control Event), subject to the Company’s right to extinguish the Stock Options under the Equity Plans on the Change in Control (as defined in Section 7(f) of this Agreement). Notwithstanding anything to the contrary, no Stock Option the fair market value (as determined using the arithmetic mean of the high and low prices on February 5, 2009)) of which exceeds the exercise price thereof as of the date hereof shall be effected exercisable beyond the earlier of the latest date upon which such Stock Option could have expired by its original terms under any circumstances or the tenth anniversary of the original date of grant of the Stock Option.
(d) For any period after the Termination Date that you continue in the service of the Company in any capacity that provides eligibility under the applicable Equity Plan and governing Stock Option award agreement, such that there shall not have been a manner consistent “termination of service” under the applicable Equity Plan and such award agreement, each outstanding Stock Option shall continue to vest after your Termination Date in accordance with the requirements of Section 424(a) provisions of the Code;applicable Equity Plan and such award agreement. Such continued vesting will be in addition to the eighteen (18) months of additional deemed service provided for in Section 3(b) above.
(e) except Notwithstanding anything to the extent required contrary, under the respective terms Section 12 of each of the Equity Plans and your award agreement governing each Stock OptionsOption, all restrictions “cause” shall be limited to events that have occurred prior to the Termination Date and, after the Termination Date, “cause” shall be limited solely to your actions in your capacity as, or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other planas a result of your status as, program or arrangement a Class III Director of the Company or any if you breach the Non-competition Covenant or the Inventions Agreement (both as defined below); provided, that you shall not be deemed to have been terminated for “cause” based on your actions in your capacity as a Class III Director of its subsidiaries, the Company if said actions were based on the advice of counsel to the extent that such restrictions Company or limitations shall not have already lapsed, and all other terms thereof, shall remain its Board of Directors or if you are treated in full force and effect a discriminatory manner with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementyour Equity Awards from other Directors who are similarly situated.
Appears in 1 contract
Sources: Transition Agreement (Vertex Pharmaceuticals Inc / Ma)
Stock Options. At 7.1 The Employee may be granted stock options in the Effective Time, the Company Stock Plan and each option granted by the Company to purchase shares of Common Stock Shares of the Company pursuant Corporation from time to time, at the sole discretion of the Board of Directors of the Corporation. Any stock options granted to the Company Stock Plan ("Company Stock Options") which is outstanding and unexercised immediately prior Employee shall be subject to the Effective Time, shall be assumed by Parent, and each of the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions of the Corporation's stock option plan, as in effect immediately prior may be amended by the Corporation at its sole discretion from time to time, and the terms and conditions of any applicable stock option agreement. Any stock option grant awarded to the Effective Time Employee, together with the terms and conditions of the Corporation's Stock Option Plan shall be attached to this Agreement when granted, as Schedule "D".
7.2 The stock options that the Employee has been granted as set forth in the Option Agreements attached hereto as Schedule "D" which have not vested on the date the notice of the termination of employment of the Employee is given under article 9.1 (except a) or article 10.2 of this Agreement, shall forthwith be accelerated. These accelerated options which will then be vested, as well as any then vested options which have not yet been exercised, will be exercisable up until the end of the time for exercising options as set out under the original Option Agreement under which they were granted as if the Employee's employment and/or office continued for the 30 days notice required under article 10.1 and the severance period applicable under the provisions of article 9 (a) (i) for the calculation of the retiring allowance. In the event the stock option plan under which the option agreements were granted needs to be amended, to put into effect the provisions of this article 7.2, then the Corporation agrees that on a best efforts basis it will make applications to the extent necessary regulatory authorities and stock exchanges to obtain the amendment of said stock option plan. In the event that such terms, conditions for any reason the Corporation is not able to obtain the consent of the regulatory authorities and restrictions stock exchange to the amendment of the stock option plan as may be altered required by this article 7.2 , then Corporation agrees to compensate the Employee on the basis that the stock options shall notionally continue to exist for exercise under the provisions of this article 7.2 and Employee will still be notionally entitled to exercise his stock options as provided for in accordance with their terms as a result this article 7.2 , but instead of the Merger contemplated hereby and except that all references Corporation issuing shares in each such Company Stock Option the name of the Employee on the exercise of the option, it shall pay cash compensation to the Company Employee equivalent to the difference between the option price of the share option notionally exercised and the value of the shares of the Corporation as traded on the market at the close of trading on the day the notice of notional exercise of the option is given to the Corporation. All future share options agreements that shall be granted to the Employee by the Corporation shall be deemed to refer to Parent):
(a) the number have been attached and form part of Parent Shares Schedule "D" and will be deemed to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio;
(b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio;
(c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementarticle 7.2.
Appears in 1 contract
Sources: Employment Agreement (Watchout Inc)
Stock Options. At As of the Effective Time, Newco shall assume the Company Options Plans of each of TM and HD and the Stock Plan and each option granted by the Company to purchase shares of Common Stock Options outstanding under such plans as of the Company pursuant Effective Time (the "Assumed Option"). Each Assumed Option shall be exercisable for the number of Newco Shares equal to the Company Stock Plan ("Company Stock Options") which is outstanding and unexercised immediately number of TM or HD shares subject to such option prior to the Effective Time, shall be assumed by Parent, and each of at the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having per Newco Share equal to the same terms and conditions as in effect exercise price per TM or HD share applicable to such Assumed Option immediately prior to the Effective Time (except to without taking into account any anti-dilution formula); provided, however, that in the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result case of the Merger contemplated hereby and except that all references in each such Company any Employee Stock Option to which Section 421 of the Company Code applies by reason of its qualification under Section 422 of the Code, the conversion formula shall be deemed adjusted, if necessary, to refer comply with Section 424(a) of the Code. Except as provided above, each Assumed Option shall continue to Parent):
(a) the number of Parent Shares to have and be subject to the new same terms and conditions as were applicable to such option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio;
(b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock except that each such Assumed Option immediately prior held by an optionee who continues his service with TM or HD up to the Effective Time divided by shall be exercisable for all of shares subject to such option as fully-vested Newco Shares. Any repurchase rights of TM and HD with respect to (y) unvested TM and HD shares previously issued upon exercise of options granted under the Exchange Ratio;
Option Plans or (cz) in effecting such assumption and conversionunvested Newco Shares issuable upon exercise of the Assumed Options, shall not be assigned to Newco. Newco agrees that as soon as reasonably practicable after the aggregate number of Parent Shares Effective Time it will cause to be subject to each assumed Company Stock Option will be rounded downfiled one or more registration statements on Form S-8 under the Securities Act, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect or amendments to any registration statements on Form S-8 covering its stock options that are "incentive stock options" (as defined in Section 422 to register the Newco Shares issuable upon exercise of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Assumed Options, all restrictions and at or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) prior to the Effective Time, Parent Newco shall take all corporate action necessary action to assume as reserve for issuance a sufficient number of Newco Shares for delivery upon exercise of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed optionsAssumed Options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status The consummation of the prospectus contained therein) Merger shall not of itself be treated as a termination of an optionee's service with TM or HD for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in purposes of the preparation of, such registration statementAssumed Options or the Option Plans.
Appears in 1 contract
Sources: Merger Agreement (Healthdyne Inc)
Stock Options. (a) At the Effective Time, the Company Stock Plan and each option granted by the Company to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Options") which is outstanding and unexercised or immediately prior to the ------------- Effective Time, each outstanding Company Option (defined below) which is vested or which pursuant to the terms of the relevant Stock Plan (defined below) become vested by virtue of the Offer or the Merger shall be assumed by Parentcanceled, and each holder of any such option shall be paid by the Company Stock Options shall be converted into promptly after the Effective Time for each such option an option to purchase shares amount determined by multiplying (i) the excess, if any, of Common Stock of Parent in such number and at such $29.25 per Share over the applicable exercise price as provided below and otherwise having of such option by (ii) the same terms and conditions as number of Shares such holder could have purchased had such holder exercised such option in effect full immediately prior to the Effective Time (except as if such Company Option was exercisable in full); subject to the extent that such terms, conditions limitations set forth in an amendment to certain option agreements (true and restrictions may be altered in accordance complete copies of which have been provided to Parent) with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option respect to the Company Options issued in 1999. The Company shall take such action or, if required, shall amend each of the Company's Stock Plans that do not provide for the vesting of unvested Company Options by virtue of the Offer or the Merger so that, at the Effective Time, each of the then outstanding unvested Company Options shall by virtue of the Merger, and without any further action on the part of any holder thereof, be deemed assumed by Parent and converted into an option to refer to Parent):
purchase that number of shares of common stock, par value $.10 per share (a) "Parent Common Stock"), of Parent determined by multiplying the number of Parent Shares to be subject to such Company Option at the new option shall be Effective Time by the quotient obtained by dividing (x) $29.25 by (y) the average closing price of Parent Common Stock on the New York Stock Exchange Composite Tape for the 30 consecutive trading days immediately prior to the Effective Time (such quotient, the "Conversion Number"), at an exercise price per share of Parent Common Stock equal to the product of quotient obtained by dividing (x) the number exercise price per Share of shares of such Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio;
(b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio;
(c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statement.the
Appears in 1 contract
Sources: Merger Agreement (Platinum Technology International Inc)
Stock Options. At Employee currently holds the Effective Timeoptions to purchase Alfacell Common Stock that are described, as to grant date, number of shares covered, purchase price, vesting schedule, original expiration date and expiration date based upon the termination of Employee’s employment with the Company on the Termination Date, on Exhibit B hereto (collectively, the Company Stock Plan and each option granted by the Company to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock “Existing Options") which is outstanding and unexercised immediately prior to the Effective Time, ”). Each such Existing Option shall be assumed by Parent, and each of the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent remain exercisable in such number and at such exercise price as provided below and otherwise having the same accordance with its original terms and conditions as in effect immediately prior to the Effective Time (such original terms shall not be modified by this Agreement, except to the extent expressly set forth in this Section 2(e). With respect to any outstanding Existing Options, Employee acknowledges that such termsshe will cease to be an employee on the Termination Date and that accordingly, conditions and restrictions may be altered in accordance with their pursuant to the terms as a result of the Merger contemplated hereby stock option plan(s) and except stock option agreements under which they were granted, as of the Termination Date (i) any unvested Existing Options will lapse, and (ii) any Existing Options that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):
(a) the number have vested as of Parent Shares to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately that date will lapse unless exercised prior to the Effective Time post-retirement expiration date set forth on Exhibit B. All or portions of the Existing Options may be transferred by Employee to “Family Members” (as such term is defined in the General Instructions to Form S-8) at any time that Employee holds the Existing Options to be transferred, provided that Employee may not receive any consideration for such transfer, any such Family Member may not make any subsequent transfers of such Existing Options other than by will or the laws of descent and (ydistribution and the Company receives prior written notice of such transfer. To the extent required, the Company will amend the applicable option or stock plan to allow for such transfers to take place. The provisions of this section 2(e) the Exchange Ratio;
(b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior not apply to the Effective Time divided by options granted to Employee pursuant to Section 3(b) (y) the Exchange Ratio;
(c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementii).
Appears in 1 contract
Sources: Retirement Agreement (Alfacell Corp)
Stock Options. At In connection with his employment with the Effective TimeCompany, the Company Stock Plan and each option Vantusko has been granted by the Company stock options to purchase 270,000 shares (the "Option Shares") of Common Stock the common stock of the Company pursuant to (the Company Stock Plan ("Company Stock Options") which is outstanding under the Company's 1995 Stock Option Plan and unexercised immediately prior the Company's 1997 Omnibus Incentive Plan (collectively, the "Plans"), pursuant to Stock Option Agreements between Vantusko and the Company (the "Stock Option Agreements"). Vantusko shall be entitled to exercise those Stock Options that are so specified on Exhibit A attached hereto until the close of business on September 30, 2002 (the "Exercise Period") without regard to the Effective Timevesting criteria or other terms otherwise contained therein or in the Plans. The Company agrees that at all times during the Exercise Period, the acquisition by Vantusko of the Option Shares specified on Exhibit A shall be assumed by Parent, and each of the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):
(a) the number of Parent Shares to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio;
(b) the exercise price per Parent Share registered under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio;
(c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 or other appropriate form (a "Registration Statement") filed with and declared effective by the Securities and Exchange Commission (the "SEC") and the Company shall take all action that may be necessary to (i) cause the Registration Statement to remain effective and to otherwise comply with all applicable laws and regulations and (ii) permit the sale by Vantusko, without any limitation as to volume (other than as may be applicable to "affiliates" pursuant to Rule 144 promulgated under the Securities Act of 1933), of the Option Shares so specified on Exhibit A. To the extent that a Registration Statement is not effective or another appropriate form) registering a number of Parent Shares representing does not contain all information required to be disclosed therein at any time during the Exercise Period, the Exercise Period shall be extended by the number of Parent Shares subject days during such period that such Registration Statement was not effective or did not contain all information required to be disclosed therein. The other Stock Options granted to Vantusko which are not specified on the assumed options attached Exhibit A shall terminate and shall maintain the effectiveness be of such registration statement (no further force and maintain the current status effect as of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in close of business on the preparation of, such registration statementEffective Date.
Appears in 1 contract
Sources: Consulting Agreement (Waterlink Inc)
Stock Options. At (a) Each option to purchase Company Common Stock (a “Company Option”) that was granted under any employee or director stock option or compensatory plan or other arrangement with the Company prior to the Effective Time, whether or not exercisable at the Company Stock Plan Effective Time, and each option granted by the Company to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Options") which is remains outstanding and unexercised immediately prior to the Effective Time, shall be assumed by ParentBuyer, shall cease to represent a right to acquire shares of Company Common Stock and each of the Company Stock Options shall be converted appropriately adjusted and converted, at the Effective Time, into an option to purchase shares of acquire Buyer Common Stock (the “Buyer Option”) under the applicable stock option plan of Parent in such number and the Company (all of which plans shall be assumed by Buyer at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered Time) in accordance with their terms as a result of this Section 1.08(a). The Buyer Option shall entitle the Merger contemplated hereby and except holder to purchase from Buyer that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):
(a) the number of Parent Shares to be subject to whole shares of common stock of Buyer, par value $.01 per share (the new option shall be “Buyer Common Stock”), equal to the product of (x) the number of shares of Company Common Stock that were subject to the original such Company Stock Option immediately prior to the Effective Time multiplied by 0.0836, rounded down to the nearest whole number of shares of Buyer Common Stock, and (y) the Exchange Ratio;
(b) the per share exercise price per Parent Share under for the new option shall shares of Buyer Common Stock issuable upon exercises of such substituted Buyer Option will be equal to (x) the quotient determined by dividing the exercise price per share of the Company Common Stock in effect under the original at which such Company Stock Option was exercisable immediately prior to the Effective Time divided by (y) the Exchange Ratio;
(c) in effecting such assumption and conversion0.0836, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, up to the next nearest whole share cent; provided, however, that in the case of any Option to which Section 421 of the Internal Revenue Code of 1986, as amended, and the aggregate exercise price shall be rounded up, if necessary, to rules and regulations adopted pursuant thereto (the next whole cent;
(d“Code”) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in applies by reason of its qualification under Section 422 of the Code) , the option exercise price, the number of shares subject to such option and the terms and conditions of exercise of such option shall be effected determined in a manner consistent with the requirements of Section 424(a) of the Code;Code so as not to constitute a “modification” of such option.
(eb) except As promptly as practical after the Effective Time, Buyer shall issue to each holder of a Company Option a written instrument evidencing the substitution by Buyer of such Buyer Option.
(c) It is the intention of the parties that the Buyer Options substituted by Buyer for Company Options in accordance with Section 1.08(a) hereof qualify following the Effective Time as incentive stock options as defined in Section 422 of the Code to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent qualified as set forth above; and
(f) incentive stock options prior to the Effective Time; provided, Parent however, that Buyer is relying solely upon the Company’s representations as to whether or not the Company Options qualify as incentive stock options, and Buyer shall take all necessary action not be responsible to assume as the optionee or any other person if such determination is alleged or proves to be incorrect.
(d) Promptly following the Closing of the Effective Time all obligations undertaken by Parent under this Section 6.03Merger, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty Buyer shall (20i) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement register on Form S-8 the issuance of shares of Buyer Common Stock that may be acquired upon exercise by holders of Buyer Options, and (ii) file an additional listing application, or another appropriate formsimilar form of notice, to list for quotation on the New York Stock Exchange the Buyer Common Stock that may be acquired upon exercise by holders of Buyer Options. So long as any of the Buyer Options remain outstanding, Buyer shall (i) registering a number of Parent Shares representing the number of Parent Shares subject use commercially reasonable efforts to the assumed options and shall maintain the effectiveness of such the registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate withstatement, and assist Parent (ii) administer such Buyer Options in accordance with Rule 16b-3 under the preparation of, such registration statementExchange Act.
Appears in 1 contract
Sources: Merger Agreement (Fair Isaac Corp)
Stock Options. (i) At the Effective Time, except as otherwise agreed to by Parent and a holder of a Company Option, without any action on the Company Stock Plan and each option granted by the Company to purchase shares of Common Stock part of the holders of Company pursuant Options, each outstanding Vested Company Option, to the Company Stock Plan ("Company Stock Options") which is outstanding and extent unexercised immediately prior to as of the Effective Time, shall be assumed by Parentno longer represent the right to acquire Company Common Stock, and, except as otherwise specifically provided in an agreement between the Parent and each the holder of the any such Vested Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such termsOption, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Vested Company Stock Option to the Company shall be deemed to refer constitute a right to Parent):
(a) the number of Parent Shares to be subject receive, an amount in cash equal to the new option shall be equal to excess (if any) of (i) the product of (xA) the number of shares of Company Common Stock subject to such Vested Company Option, multiplied by (B) the original Common Stock Merger Consideration over (ii) the aggregate exercise price of such Vested Company Stock Option, without interest and less any deductions and required withholding Taxes as specified in Section 2.9 hereof (the “Option immediately prior to Merger Consideration”).
(ii) At the Effective Time Time, except as otherwise agreed to by Parent and a holder of a Unvested Company Option, without any action on the part of the holders of Company Options, (yi) each outstanding Unvested Company Option, shall no longer represent the Exchange Ratio;
right to acquire Company Common Stock, and, (bii) except as otherwise specifically provided in an agreement between the exercise price per Parent Share under and the new option holder of any such Unvested Company Option, each such Unvested Company Option shall be equal deemed to constitute the right to receive, on the same terms and conditions (xexcept as specifically provided in this Agreement) the exercise price per share as were applicable to such Unvested Company Option, on each date (each a “Vesting Event”) in which shares of Company Common Stock subject to such Unvested Company Option would have become vested and exercisable, and provided that the holder of such Unvested Company Option is still employed by the Company or the Parent on such date, an amount in effect under the original Company Stock Option immediately prior cash equal to the Effective Time divided excess (if any) of (i) the product of (A) the number of shares of Company Common Stock subject to such Unvested Option that would have otherwise vested on such Vesting Event, multiplied by (yB) the Exchange Ratio;
Common Stock Merger Consideration over (cii) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price of such Unvested Company Option, without interest and less any deductions and required withholding Taxes as specified in Section 2.9 hereof (the “Unvested Option Merger Consideration”).
(iii) For the avoidance of doubt, no payment shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein made with respect to any options that are "incentive stock options" Company Option, vested or unvested, if the exercise price of such Company Option exceeds the Common Stock Merger Consideration and such Company Options shall be cancelled and terminated at the Effective Time, without payment in respect thereof
(as defined in iv) Any amounts payable pursuant to this Section 422 2.6(e) for Vested Company Options granted under Section 102 of the Code) ITO or in respect of Company Common Stock acquired upon the exercise of Vested Company Options granted under Section 102 of the ITO shall be effected delivered promptly after the Closing Date and in a manner consistent accordance with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock OptionsIsraeli Option Tax Ruling, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiariesif obtained, to the extent that Trustee and held in trust by the Trustee pursuant to the applicable provisions of Section 102 and the Israeli Options Tax Ruling, if obtained. Such amounts shall be released by the Trustee, together with any interest earned thereon by virtue of the investment of such restrictions or limitations shall not have already lapsedamounts by the Trustee, in accordance with the terms and conditions of Section 102 of the ITO, the Option Tax Ruling, if obtained, and all other terms thereofthe trust documents governing the trust held by the Trustee. Any amounts payable pursuant to this Section 2.6(e) for Unvested Company Options granted under Section 102 of the ITO shall be delivered promptly after each Vesting Event, shall remain and in full force and effect accordance with respect to such Stock Options after giving effect the Option Tax Ruling, if obtained, to the Merger Trustee and held in trust by the Trustee pursuant to the applicable provisions of Section 102 and the assumption Option Tax Ruling, if obtained. Such amounts shall be released by Parent as set forth above; andthe Trustee, together with any interest earned thereon by virtue of the investment of such amounts by the Trustee (after the receipt of the amounts from the Parent), in accordance with the terms and conditions of Section 102 of the ITO, the Israeli Option Tax Ruling, if obtained, and the trust documents governing the trust held by the Trustee.
(fv) prior Prior to the Effective Time, Parent the Company shall take any and all actions necessary action to assume effectuate this Section 2.6(e), including, without limitation, adopting any plan amendments and obtaining any required consents. Except as otherwise provided in the individual grant agreements related to the Company Options, no acceleration of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status vesting of the prospectus contained therein) for so long Company Options shall take place as such assumed options remain outstandinga result of the consummation of the Merger. The amount to be paid in respect of the Company Options shall cooperate with, be deemed to be full payment and assist Parent in the preparation of, satisfaction of all rights pertaining to such registration statementOptions.
Appears in 1 contract
Sources: Merger Agreement (Answers CORP)
Stock Options. At In addition to the Effective Time, the Company Stock Plan and each option granted by the Company options to purchase 185,000 common shares of Common Stock of Cott which you currently hold (the Company pursuant "Existing Options"), you will receive options to purchase a further 115,000 common shares (the Company Stock Plan ("Company Stock New Options") which is outstanding at a price per share of $14.10, being the market price for shares of Cott at the close of trading on September 3, 1997. The New Options shall be subject to and unexercised governed by the terms and conditions of Cott's existing Employee Stock Option Plan, including vesting, provided that:
(A) all unvested Existing Options and New Options (collectively, the "Options") shall immediately vest upon a Change of Control (as hereinafter defined);
(B) if, prior to the Effective Time, shall be assumed by Parent, and each second anniversary of the Company Stock date on which a Chief Executive Officer is named to replace Gera▇▇ ▇. ▇▇▇▇▇▇ ("▇NP") (such date being hereinafter described as the "CEO Replacement Date") your employment is terminated by Cott without cause or if your position, title, duties, responsibilities and/or reporting is changed in any material respect, or if you voluntarily leave the employment of Cott for Good Reason (as hereinafter defined), all unvested Existing Options shall immediately vest; (all of (a) and (b) being subject to regulatory approval which Cott shall use reasonable commercial efforts to obtain, failing which the equivalent after tax value of any unvested Options shall be converted into an option paid to purchase shares you within 30 days following the later of Common Stock the date on which you are or would otherwise be required to sell the Options or the date on which you notify Cott in writing that you would have elected to dispose of Parent in such number and at such exercise price as provided below and otherwise having Options if there is no requirement to do so); and
(C) if you voluntarily leave the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms employment of Cott other than for Good Reason or if your employment is terminated by Cott for cause or as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):
(a) the number of Parent Shares to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio;
(b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio;
(c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Optionsyour death, all restrictions or limitations on transfer and vesting with respect to Stock unvested Existing Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options immediately terminate and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementcease to have any further force or effect.
Appears in 1 contract
Stock Options. At On the Effective Timeeffective date of this Agreement, the Company Stock Plan and each option granted Board (acting solely by "outside directors" as such term is defined in the Company regulations regarding performance based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended, shall grant to Executive options to purchase 100,000 shares of the Company's Common Stock of Stock, no par value (the Company "Common Stock") on the following terms and conditions:
(i) The options shall be granted under and pursuant to the Company Company's Amended and Restated 1999 Stock Option, Deferred Stock and Restricted Stock Plan (the "Company Stock OptionsPlan").
(ii) which is outstanding and unexercised immediately prior to the Effective Time, shall be assumed by Parent, and each of the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such The exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):
(a) the number of Parent Shares to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio;
(b) the exercise price per Parent Share under the new option shall be equal to (xA) the exercise average of the last reported sale price per for one share of Company Common Stock during the five (5) business days preceding the date of grant as reported on the NASDAQ Automated Quotation System; or (B) if (A) is not applicable, then the fair market value of one share of the Common Stock, as determined in effect under good faith by the original Company Stock Option Board.
(iii) All stock options granted to Executive pursuant to this Section 2(b):
(A) shall be immediately exercisable; (B) shall expire to the extent not exercised prior to the Effective Time divided by close of business on the day ten (y10) years from the Exchange Ratio;
date of grant; and (c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the CodeC) shall be effected governed by the Plan and an agreement substantially in a manner consistent with the requirements of Section 424(a) form of the Code;
(e) except to agreement attached hereto as Exhibit A, or as otherwise agreed upon by the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstandingparties. The Company shall cooperate withuse its best efforts to assure that all options are granted to Executive under the Plan, or a similar plan later adopted by the Company which satisfies the conditions of Rule 16b-3 of the Securities and assist Parent Exchange Commission or any successor thereto.
(iv) In the event of a change in the preparation ofnumber of the Company's shares of Common Stock outstanding caused by an event listed in Section 3.3 of the Plan, the number of shares subject to options granted after the date of such registration statementevent shall be adjusted in accordance with the procedures contained in such Section and the number of options to be granted to Executive pursuant to this Section 2(b) shall be correspondingly adjusted.
(v) Notwithstanding the foregoing, if and to the extent that, in the opinion of counsel, the Company is unable to grant the Executive any stock options due Executive pursuant to this Section 2(b) because such grant would violate any state or federal securities law, regulation, permit or approval obtained by the Company, then the Company shall to the extent it is able to do so without violation of the foregoing, at the time such stock options would otherwise be granted to Executive hereunder; agree with the Executive on a reasonably equivalent, alternative form of compensation, with the agreement of neither party to be unreasonably withheld.
(vi) The Board may grant additional stock options to Executive in its sole discretion.
Appears in 1 contract
Stock Options. (a) At the Effective Time, each option, whether vested or unvested (a "Company Option"), that is then outstanding under any of the Company's Stock Option Plans (collectively, the "Stock Plan") shall automatically and without further action by the holder of a Company Option become fully vested and shall be assumed by Parent in accordance with the terms (as in effect on the date hereof) of the Stock Plan and each the stock option granted agreement, if any, by the which such Company Option is evidenced. All rights with respect to purchase shares of Company Common Stock of the under outstanding Company pursuant Options shall thereupon be converted, subject to the provisions hereof, into rights with respect to Parent Class A Common Stock. From and after the Effective Time, (i) each Company Stock Plan Option assumed by Parent (collectively, the "Company Stock Assumed Options") may be exercised solely for shares of Parent Class A Common Stock, (ii) the number of shares of Parent Class A Common Stock subject to each such Assumed Option shall be equal to the number of shares of Parent Class A Common Stock which is outstanding and unexercised the holder of such Assumed Option would have received pursuant to Section 1.5, without giving effect to any adjustment to the Share Consideration pursuant to Section 1.5(f), in exchange for the shares of Company Common Stock subject to such Assumed Option if such Assumed Option had been exercised immediately prior to the Effective Time, (iii) the per share exercise price for the Parent Class A Common Stock issuable upon exercise of each such Assumed Option shall be assumed determined by Parent, and each dividing the exercise price per share of the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in subject to such number and at such exercise price as provided below and otherwise having the same terms and conditions Assumed Option, as in effect immediately prior to the Effective Time (except to Time, by a fraction the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result numerator of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):
(a) which is the number of shares of Parent Shares to be Class A Common Stock subject to such Assumed Option immediately after the new option shall be equal to Effective Time, and the product denominator of (x) which is the number of shares of Company Common Stock subject to the original Company Stock such Assumed Option immediately prior to the Effective Time Time, and rounding the resulting exercise price up to the nearest whole cent, and (yiv) the Exchange Ratio;
(b) all restrictions on the exercise price per Parent Share under the new option of each such Assumed Option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio;
(c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain continue in full force and effect and the term, exercisability, status as an incentive or nonqualified option, and other provisions of such Company Option, except the vesting schedule, shall otherwise remain unchanged; provided, however, that each such Assumed Option shall, in accordance with respect its terms, be subject to such Stock Options further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective Time but without giving effect to any adjustment to the Merger Share Consideration pursuant to Section 1.5(f). Notwithstanding the foregoing, the parties acknowledge that it may be necessary to amend the Parent's stock option plan to increase the number of shares available for grant thereunder in order to permit the issuance of stock options as contemplated by this Section 1.11, and the assumption by Parent as set forth above; and
(f) prior provisions hereof are subject to the Effective Time, shareholder approval of any such amendment. The Company and Parent shall take all action that may be necessary action (under the Stock Plan and otherwise) to assume as effectuate the provisions of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty 1.11.
(20b) days As soon as practicable after the Effective Time, Parent shall prepare and file with will use its best efforts to register the SEC a registration statement shares of Parent Class A Common Stock underlying the Assumed Options after the Effective Time on Form S-8 (or another appropriate form) registering a number of promulgated by the SEC, and Parent Shares representing the number of Parent Shares subject shall use its best efforts to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) or registration statements for so long as such assumed options Assumed Options remain outstanding. The With respect to any Company employee or director who subsequent to the Merger will be subject to the reporting requirements under Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to the securities of Parent beneficially owned by such person, Parent shall cooperate with, and assist Parent administer the Assumed Options in a manner that complies with the preparation of, such registration statementdisinterested administration requirements of Rule 16b-3 promulgated by the SEC under the Exchange Act.
Appears in 1 contract
Stock Options. At (1) As soon as practicable following the Effective Timedate of this Agreement, the Company Stock Plan Board of Directors of TVX and the Board of Directors of Echo Bay, as applicable (or, if appropriate, any committee administering the option plans of TVX or Echo Bay, as applicable), shall adopt such resolutions or take such other actions (including, without limitation, amending such plans by resolution or court order) as may be required to effect the following:
(a) adjust the terms of all outstanding stock options granted by TVX and Echo Bay, as applicable, and the terms of the stock option plans of TVX and Echo Bay, as applicable, to provide that, at the Combination, each stock option granted by the Company to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Options") which is TVX or Echo Bay, as applicable, outstanding and unexercised immediately prior to the Effective Time, Combination shall be assumed by Parent, and each of the Company Stock Options shall be converted into deemed to constitute an option to purchase shares acquire, on substantially identical terms and conditions as were applicable under such stock option, the same number of Common Stock Kinross Shares as the holder of Parent such stock option would have been entitled to receive pursuant to the Combination had such holder exercised such stock option in such number and full immediately prior to the Combination, at such a price per share equal to (i) the aggregate exercise price for the TVX Common Shares or Echo Bay Common Shares, as provided below applicable, otherwise purchasable pursuant to such stock option divided by (ii) the number of Kinross Shares deemed purchasable pursuant to such stock option; and
(b) make such other changes to the stock option plans of TVX and otherwise having Echo Bay, as applicable, and stock options awarded thereunder, as applicable, as they deem appropriate to give effect to the Combination.
(2) On the Effective Date, subject to obtaining any shareholder approval required by applicable Laws for the Kinross Share Issuance described in paragraph (b) of that definition, Kinross shall be deemed to assume, and shall thereafter comply with the terms of, the stock option plans of TVX and Echo Bay. As soon as practicable after the Combination, Kinross shall deliver to the holders of stock options issued by TVX or Echo Bay, as applicable, appropriate notices setting forth such holders' rights pursuant to the respective stock option plans, and the agreements evidencing the grants of such stock options shall continue in effect on the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):
(a) the number of Parent Shares to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio;
(b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided adjustments required by (y) the Exchange Ratio;
(c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in this Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger Combination). Kinross shall recognize service with TVX or Echo Bay, as the case may be, or their respective Subsidiaries for all purposes of the stock options and the assumption by Parent as set forth above; andstock option plans assumed in accordance with this Section.
(f3) prior to the Effective Time, Parent Kinross shall take all necessary corporate action necessary, including seeking any required shareholder approval required by applicable Laws for the Kinross Share Issuance described in paragraph (b) of that definition, to assume as reserve for issuance a sufficient number of Kinross Shares for delivery upon exercise of the Effective Time all obligations undertaken stock options issued by Parent under TVX or Echo Bay, as applicable, assumed in accordance with this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty Section.
(204) days after the Effective Time, Parent Kinross shall prepare and file with the Canadian Provincial Authorities, the SEC a and the stock exchanges on which the Kinross Shares are listed, all necessary reports, applications, registration statement on Form S-8 (statements, prospectuses or another appropriate form) registering a number other documents required in order to permit the issuance of Parent Kinross Shares representing upon exercise of stock options issued by TVX or Echo Bay and the number of Parent Shares subject to the assumed options free and shall maintain the effectiveness unrestricted transferability of such registration statement (and maintain the current status of the prospectus contained therein) for so long as Kinross Shares after such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementissuance.
Appears in 1 contract
Stock Options. (a) At the Effective Time, the Company Stock Plan and each outstanding option granted by the Company to purchase shares of Company Common Stock of the Company pursuant to under the Company Stock Plan Option Plans (each, a "Company Stock Options------- Option") which is outstanding and unexercised immediately prior to the Effective Time), whether vested or unvested, shall be assumed by Parent, Parent and each of the Company Stock Options shall be converted ------ into an option (each, a "Parent Option") to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having acquire, on substantially the same ------------- terms and conditions as conditions, including but not limited to any performance criteria set forth in effect immediately prior to the Effective Time applicable stock option agreements (except to the extent provided, that such terms, conditions and restrictions may be altered in accordance notwithstanding any termination of employment with their terms Parent or any resignation as a result director of the Merger contemplated hereby and except that all references in Company, each optionee shall be deemed, solely for the purposes of such Parent Option, to be an employee or director, as the case may be, for the entire term of each such Parent Option), as were applicable under such Company Stock Option to the Company shall be deemed to refer to Parent):
(a) Option, the number of whole shares of Parent Shares to be subject to the new option shall be Common Stock equal to the product of (x) the number of shares of Company Common Stock subject to the original that were issuable upon exercise of such Company Stock Option immediately prior to the Effective Time and (y) multiplied by the Exchange Ratio;
Ratio (bcalculated, if the Election is made, based on the greater of the Parent Average Price determined as set forth in Section 2.1(a)(ii) or a Parent Average Price of $80.00 per share, and in any event rounded down to the nearest whole number of shares of Parent Common Stock), and the per share exercise price per of the shares of Parent Share under the new option Common Stock issuable upon exercise of such Parent Option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original at which such Company Stock Option was exercisable immediately prior to the Effective Time divided by (y) the Exchange Ratio;
Ratio (c) calculated, if the Election is made, as set forth above, and in effecting such assumption any event rounded up to the nearest whole cent). The Company shall not, and conversion, the aggregate number of Parent Shares to be subject to each assumed shall cause any Company Stock Option will be rounded downPlan administrator not to, if necessary, take any action prior to the next whole share and Effective Time that will extend the aggregate exercise price shall period of any Company Option or cause the vesting period of any Company Option to accelerate under any circumstances (other than as may already be rounded upprovided by the terms of such Company Option or as is contemplated by this Section 2.2(a)), if necessaryregardless of whether such circumstances are to occur before or after the Effective Time, to or otherwise amend the next whole cent;terms of outstanding Company Options.
(db) Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of the adjustments provided herein Parent Options and to file all documents required to be filed to cause the shares of Parent Common Stock issuable upon exercise of the Parent Options to be listed on the New York Stock Exchange. As soon as practicable after the Effective Time, but no later than five business days after the Effective Time, Parent shall file a registration statement with the U.S. Securities and Exchange Commission (the "SEC") on Form S-8 (or any successor --- form) or another appropriate form with respect to any options that are "incentive stock options" the Parent Common Stock subject to such Parent Options, and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (as defined in Section 422 and maintain the current status of the Codeprospectus or prospectuses contained therein) for so long as such Parent Options remain outstanding. As soon as practicable after the Effective Time, Parent shall be effected inform in a manner consistent with writing the requirements holders of Section 424(a) Company Options of the Code;
(e) except their rights pursuant to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Option Plans or any other plan, program or arrangement and the agreements evidencing the grants of such Company Options shall continue in effect on the Company or any of its subsidiaries, same terms and conditions (subject to the extent that such restrictions or limitations shall not have already lapsedadjustments required by Section 2.2(a) hereof), and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent of the Company Options as set forth above; and
(f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementherein.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Unitedhealth Group Inc)
Stock Options. (a) At the Effective Time, the Company Stock Plan and each outstanding option granted by the Company to purchase shares of Company Common Stock of the Company pursuant to the Company Stock Plan (a "Company Stock OptionsOption") which is outstanding and unexercised immediately prior issued pursuant to any incentive or stock option program of Company (the Effective Time"Company Plan"), whether vested or unvested, shall be assumed by Parent. From and after the Effective Time, and each of the Company Stock Options Option shall be converted into deemed to constitute an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having acquire, on the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each were applicable under such Company Stock Option to the Company shall be deemed to refer to Parent):
(a) the Option, a number of shares of Parent Shares to be subject to the new option shall be Class A Common Stock equal to the product of (x) the number of shares of Company Common Stock subject to the original covered by such Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio;
(b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided Option, multiplied by (y) the Exchange Ratio;
, at a price per share equal to (cA) in effecting the exercise price of such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
multiplied by (dB) (1) one divided by (2) the adjustments provided herein with respect Exchange Ratio; PROVIDED, HOWEVER, that in the case of any option to any options that are which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock options" (as defined in Section 422 "), the option price, the number of shares purchasable pursuant to such option and the Code) terms and conditions of exercise of such option shall be effected determined in a manner consistent order to comply with the requirements of Section 424(a) of the Code;.
(eb) except As soon as practicable after the Effective Time, Parent shall deliver to the extent required under the respective terms holders of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Company Stock Options awarded under appropriate notices setting forth such holders' rights pursuant to the Company Plan and the agreements evidencing the grants of such Company Stock Plans or any other plan, program or arrangement of Options shall continue in effect on the Company or any of its subsidiaries, same terms and conditions (subject to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options adjustments required by this Section 5.15 after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) ). If necessary, Parent shall comply with the terms of the Company Plan and ensure, to the extent required by, and subject to the provisions of, such Plan, that Company Stock Options which qualified as incentive stock options prior to the Effective Time continue to qualify as incentive stock options of Parent after the Effective Time, .
(c) Parent shall take all corporate action necessary action to assume reserve for issuance a sufficient number of shares of Parent Class A Common Stock for delivery upon exercise of Company Stock Options assumed by it in accordance with this Section 5.15. As soon as of practicable after the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No in no event later than twenty (20) 30 days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), or another appropriate form) registering a number form with respect to the shares of Parent Shares representing the number of Parent Shares Class A Common Stock subject to the assumed such options and shall use all commercially reasonable efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statement.
Appears in 1 contract
Stock Options. At the Effective Time(a) The Company covenants that, the Company Stock Plan and each option granted by the Company to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Options") which is outstanding and unexercised immediately prior to the Effective Time, the Board shall be assumed by have adopted a resolution, in form and content satisfactory to Purchaser Parent, and each under Section 3.4 of the Company’s 1999 Stock Option Plan, as amended, pursuant to which the Expiry Date (as such term is defined in such stock option plan) of all outstanding stock options of the Company Stock Options will be accelerated to immediately after the Effective Time.
(b) Purchaser Parent and the Purchaser acknowledge and agree that:
(i) the Board may resolve to permit all persons holding stock options of the Company, which by their terms are otherwise currently exercisable or not, to exercise such stock options concurrent with the expiry of the Offer, including by causing the vesting thereof to be accelerated;
(ii) the Board may authorize the cancellation of stock options of the Company concurrent with the expiry of the Offer in consideration for cash and/or Shares issued, in each case in lieu of the cash value thereof as agreed to by Purchaser Parent;
(iii) Purchaser Parent and the Company will agree to tendering arrangements in respect of the Offer in order to facilitate the conditional exercise of the stock options of the Company (including on a “cashless exercise” basis) and tender of the Shares to be issued as a result of such conditional exercise (including providing for the ability of holders of stock options to tender their stock options or to tender Shares on the basis of guaranteed deliveries);
(iv) (A) holders of stock options of the Company will be permitted to tender Shares issuable thereunder and for such purpose to exercise their stock options, conditional upon the Purchaser taking-up and paying for the Shares under the Offers which stock options shall be converted into an option deemed to purchase shares have been exercised concurrently with the take-up of Common Stock Shares and (B) all Shares that are to be issued pursuant to any such conditional exercise shall be accepted as validly tendered under the Offer, provided that the holders of Parent in such number and at such exercise price as provided below stock options indicate that the Shares are tendered pursuant to the Offer and otherwise having validly accept the same Offer in accordance with their terms and conditions as in effect with respect to such Shares; and
(v) the Company is entitled to prepay immediately prior to the Effective Time (except i) to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result Senior Officers of the Merger contemplated hereby and except Company, all change of control payments that all references in each would otherwise become payable upon termination of such Company Stock Option to employee’s employment with the Company shall be deemed pursuant to refer such employee’s existing employment arrangements; and (ii) to Parent):
(a) the number of Parent Shares to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to all other employees, all amounts which will become payable upon the Effective Time and (y) the Exchange Ratio;
(b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio;
(c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect pursuant to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementemployee’s existing retention agreement.
Appears in 1 contract
Sources: Acquisition Agreement (Kronos Inc)
Stock Options. (a) At the Effective Time, the Company Stock Plan and each option granted by the Company Bank to purchase shares of Common Stock of the Company Bank Shares pursuant to the Company Stock Bank’s 2004 Equity Compensation Plan ("Company Stock Options") collectively, the “Bank Option Plans”), (each a “Bank Option”), which is then outstanding and unexercised immediately prior to the Effective Timeunexercised, whether or not vested, shall be assumed by Parent, cease to represent a right to acquire Bank Shares and each of the Company Stock Options shall be converted automatically into an option to purchase shares of Common Parent Stock of (a “Parent Option”) in such number an amount and at such an exercise price determined as provided below (and otherwise having the same terms and conditions as in effect immediately prior subject to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby Bank Option Plan under which such Bank Option was granted, including vesting rights, the agreements evidencing grants thereunder and except that all references in each such Company Stock Option to any other agreements between the Company shall be deemed to refer to ParentBank and an optionee regarding Bank Options):
(ai) the number of shares of Parent Shares Stock to be subject to the new option Parent Option shall be equal to the product of (x) the number of shares of Company Common Stock Bank Shares subject to the original Company Stock Option immediately prior to the Effective Time option and (y) the Exchange Ratio;, provided that any fractional shares of Parent Stock resulting from such multiplication shall be rounded down to the nearest whole share; and
(b) the exercise price per Parent Share under the new option shall be equal to (xii) the exercise price per share of Company Common Parent Stock in effect under the Parent Option shall be equal to the exercise price per share of Bank Shares under the original Company Stock Option immediately prior to the Effective Time option divided by (y) the Exchange Ratio;
(c) in effecting , provided that if the exercise price resulting from such assumption and conversiondivision includes a fractional cent, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, up to the next whole nearest cent;.
(diii) notwithstanding anything else contained in this Section 3.05(a), it is the adjustments provided herein with respect to any options intention of the parties that are "the grant of Parent Options in substitution for the Bank Options hereunder shall meet the requirements of Section 424(a) of the Code, and that each Parent Option shall qualify immediately after the Effective Time as an incentive stock options" option (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) related Bank Option so qualified immediately prior to the Effective Time, Parent shall take all necessary action to assume as and the foregoing provisions of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance 3.05 shall be interpreted to further such purpose and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty intention.
(20b) days after At the Effective Time, Parent shall, as a result of the Merger, automatically assume the Bank Option Plans, including all rights and obligations thereunder.
(c) Prior to the Effective Time and to the extent Parent has not previously done so, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing reserve for issuance the number of shares of Parent Shares Stock necessary to satisfy Parent’s obligations under this Section 3.05. Prior to the Effective Time, the Bank shall take all such steps as may be necessary to allow the grant of Parent Options in substitution for the Bank Options, including obtaining the consent or approval of the respective optionees, if applicable.
(d) Prior to the Effective Time, Parent and the Bank shall take all such steps as may be required to cause any acquisitions of Parent equity securities (including derivative securities with respect to any Parent equity securities) and dispositions of Bank equity securities (including derivative securities with respect to any Bank equity securities) resulting from the transactions contemplated by this Agreement by each individual who is anticipated to be subject to the assumed options and shall maintain the effectiveness reporting requirements of such registration statement (and maintain the current status Section 16(a) of the prospectus contained therein1934 Act with respect to Parent or who is subject to the reporting requirements of Section 16(a) for so long as such assumed options remain outstanding. The Company shall cooperate withof the 1934 Act with respect to the Bank, and assist Parent in to be exempt under Rule 16b-3 promulgated under the preparation of, such registration statement1934 Act.
Appears in 1 contract
Stock Options. (a) At the Effective Time, the each outstanding option, warrant or other right to purchase Shares (a “Company Stock Option” or collectively, “Company Stock Options”) issued pursuant to the Company’s 1992 Incentive Stock Option Plan, 1992 Nonqualified Stock Option Plan, 1997 Employee Stock Purchase Plan, 1997 Equity Incentive Plan, 1997 Employee Stock Purchase Plan and each option granted by for Non-United States Employees, 2003 J.▇. ▇▇▇▇▇▇▇ & Company Equity Incentive Plan, YOUcentric 2000 Equity Compensation Plan or other agreement or arrangement, whether vested or unvested, shall be converted as of the Company Effective Time into an option, warrant or right, as applicable, to purchase shares of Parent Common Stock of the Company in accordance with this Section 1.10. All plans or agreements described above pursuant to the which any Company Stock Plan ("Option has been issued or may be issued other than outstanding warrants or rights are referred to collectively as the “Company Plans.” At the Effective Time, each Company Stock Options"Option so converted shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable to such Company Stock Option as set forth in the applicable Company Plan and the agreement(s) which is outstanding and unexercised evidencing the grant thereof immediately prior to the Effective Time, shall be assumed by Parentincluding provisions with respect to vesting, and each a number of shares of Parent Common Stock equal to the number of shares of Parent Common Stock that the holder of such Company Stock Options shall be converted into an option Option would have been entitled to purchase shares of Common receive pursuant to the Merger had such holder exercised such Company Stock of Parent Option in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect full immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as at a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):
(a) the number of Parent Shares to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio;
(b) the exercise price per Parent Share under the new option shall be share equal to (x) the aggregate exercise price per share of Company Common Stock in effect under for the original Shares otherwise purchasable pursuant to such Company Stock Option immediately prior to the Effective Time divided by (y) the product of (i) the number of Shares otherwise purchasable pursuant to such Company Stock Option, multiplied by (ii) the Exchange Ratio;
; provided, however, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under Section 422 through Section 424 of the Code (c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect to any options that are "“incentive stock options" (as defined in Section 422 ” or “ISOs”) the option price, the number of shares purchasable pursuant to such option and the Code) terms and conditions of exercise of such option shall be effected in a manner consistent determined so as to comply with the requirements of Section 424(a) of the Code;Code and it is the intention of the parties that such options will qualify as incentive stock options following the Effective Time.
(eb) except As soon as practicable (but in no event later than thirty (30) days) after the Effective Time, Parent shall deliver to the extent required under the respective terms holders of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Company Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, appropriate notices setting forth such holders’ rights pursuant to the extent applicable Company Plan and that the agreements evidencing the grants of such restrictions or limitations options shall not have already lapsed, continue in effect on the same terms and all other terms thereof, shall remain in full force and effect with respect conditions (subject to such Stock Options the adjustments required by this Section 1.10 after giving effect to the Merger and the assumption by Parent as set forth above; andMerger).
(fc) prior to At or before the Effective Time, Parent shall take all corporate action necessary action to assume as reserve for issuance a sufficient number of the Effective Time all obligations undertaken by shares of Parent under Common Stock for delivery upon exercise of Company Stock Options assumed in accordance with this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options1.10. No later than twenty Within ten (2010) business days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another any successor or other appropriate formforms) registering a number with respect to the shares of Parent Shares representing the number of Parent Shares Common Stock subject to the assumed options any Company Stock Options held by all persons with respect to whom registration on Form S-8 is available and shall use all commercially reasonable efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such assumed options remain outstanding. The .
(d) At or before the Effective Time, the Company shall cooperate with, and assist Parent in cause to be effected any necessary amendments to the preparation of, such registration statementCompany Plans to give effect to the foregoing provisions of this Section 1.10.
Appears in 1 contract
Sources: Merger Agreement (Edwards J D & Co)
Stock Options. (a) At the Effective Time, each outstanding Target Option under the Company Stock Plan and each option granted by the Company to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Options") which is outstanding and unexercised immediately prior to the Effective TimeTarget Option Plan, whether vested or unvested, shall be assumed by Parent, Acquiror and each of the Company Stock Options shall be converted into deemed to constitute an option (a "Acquiror Option") to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having 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 effect full immediately prior to the Effective Time (except rounded down to the extent that such termsnearest whole number), conditions and restrictions may be altered in accordance with their terms as at a result of the Merger contemplated hereby and except that all references in each such Company Stock Option price per share (rounded up to the Company shall be deemed nearest whole cent) equal to refer (i) the aggregate exercise price for the shares of Target Common Stock otherwise purchasable pursuant to Parent):
such Target Option divided by (aii) the number of Parent Shares full shares of Acquiror Common Stock deemed purchasable pursuant to be subject such Acquiror Option in accordance with the foregoing; provided, however, that, -------- ------- in the case of any Target Option to which Section 422 of the new Code applies ("Incentive stock options"), the option shall be equal to the product of (x) price, the number of shares purchasable pursuant to such option and the terms and conditions of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio;
(b) the exercise price per Parent Share under the new of such option shall be equal determined in order to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio;
(c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein comply with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to . The term, exercisability, vesting schedule, acceleration events, status as an "incentive stock option" under Section 422 of the extent required under Code, if applicable, and all of the respective other terms of the Stock Optionsoption shall otherwise remain unchanged.
(b) As soon as practicable after the Effective Time, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, Acquiror shall deliver to the extent that participants in the Target Option Plan appropriate notice setting forth such restrictions or limitations participants' rights pursuant thereto and the grants pursuant to the Target Option Plan shall not have already lapsed, continue in effect on the same terms and all other terms thereof, shall remain in full force and effect with respect conditions (subject to such Stock Options the adjustments required by this Section 6.5 after giving effect to the Merger Merger). Acquiror shall comply with the terms of the Target Option Plan and the assumption by Parent as set forth above; and
(f) prior use best efforts to ensure, to the Effective Timeextent required by, Parent shall take all necessary action and subject to assume the provisions of, such Target Option Plan and Sections 422 and 424(a) of the Code, that Target Options which qualified as of incentive stock options prior the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal continue to the number of Parent Shares subject to the assumed options. No later than twenty (20) days qualify as incentive stock options after the Effective Time.
(c) Acquiror shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Acquiror Common Stock for delivery upon exercise of Target Options assumed in accordance with this Section 6.5. As soon as practicable after the Effective Time and in any event no later than 10 business days after the Closing Date, Parent Acquiror shall prepare and file with the SEC a registration statement on Form S-8 (or any successor or other appropriate forms) under the Securities Act or another appropriate form) registering a number form with respect to the shares of Parent Shares representing the number of Parent Shares Acquiror Common Stock subject to the assumed such options and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statement.
Appears in 1 contract
Stock Options. At the Effective Time, the Company Stock Plan and each option granted by the Company Merged Corporation to purchase shares of Common Stock of the Company Merged Shares pursuant to the Company Merged Corporation’s 1993 Directors’ Incentive Stock Option Plan, the Merged Corporation’s 1993 Employees’ Incentive Stock Option Plan and the Merged Corporation’s 1998 Stock Compensation Plan, ("Company Stock Options") collectively, the “Merged Corporation Option Plans”), (each a “Merged Corporation Option”), which is outstanding then outstanding, unexercised and unexercised immediately prior vested shall cease to the Effective Time, shall be assumed by Parent, represent a right to acquire Merged Shares and each of the Company Stock Options shall be converted automatically into an a fully-vested option to purchase shares of Common Parent Stock of (a “Parent Option”) in such number an amount and at such an exercise price determined as provided below (and otherwise having the same terms and conditions as in effect immediately prior subject to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each Merged Corporation Option Plan under which such Company Stock Option to the Company shall be deemed to refer to Parent):Merged Corporation
(ai) the number of shares of Parent Shares Stock to be subject to the new option Parent Option shall be equal to the product of (x) the number of shares of Company Common Stock Merged Shares subject to the original Company Stock Option immediately prior to the Effective Time option and (y) the Exchange Ratio;, provided that any fractional shares of Parent Stock resulting from such multiplication shall be rounded down to the nearest whole share; and
(b) the exercise price per Parent Share under the new option shall be equal to (xii) the exercise price per share of Company Common Parent Stock in effect under the Parent Option shall be equal to the exercise price per share of the Merged Shares under the original Company Stock Option immediately prior to the Effective Time option divided by (y) the Exchange Ratio;
(c) in effecting , provided that if the exercise price resulting from such assumption and conversiondivision includes a fractional cent, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, up to the next whole nearest cent;.
(diii) notwithstanding anything else contained in this Section 6(e), it is the adjustments provided herein with respect to any options intention of the parties that are "the assumption of Merged Corporation Options hereunder shall meet the requirements of Section 424(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and that each Parent Option shall qualify immediately after the Effective Time as an incentive stock options" option (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) related Merged Corporation Option so qualified immediately prior to the Effective Time, Parent shall take all necessary action to assume as and the foregoing provisions of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance 6(e) shall be interpreted to further such purpose and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementintention.
Appears in 1 contract
Stock Options. At (a) The Company shall grant to Executive on December 22, 2000 (i) a non-qualified stock option under the Effective TimeCompany's 1999 Stock Option Plan (the "1999 Plan") to purchase Two Hundred Fifty Thousand (250,000) shares of the Company's common stock, par value $.01 per share (the "Common Stock"), at an exercise price equal to the fair market value of the Common Stock (the "1999 Plan Stock Option") and (ii) a non-qualified stock option under the Company's 2000 Equity Incentive Plan (the "2000 Plan") to purchase Two Hundred Fifty Thousand (250,000) shares of Common Stock at an exercise price equal to the fair market value of the Common Stock (the "2000 Plan Option"; each of the 2000 Plan Option and the 1999 Plan Option are sometimes referred to herein as "Additional Company Stock Option"). Each Additional Company Stock Option shall have a term until December 21, 2010 and shall be granted on the other terms and conditions set forth in the Stock Option Grant and Agreements attached as EXHIBITS A-1 and A-2 hereto. In the event of any inconsistency between the terms of this Agreement and the Company Stock Option Grant and Agreements, the Company Stock Option Grant and Agreements shall govern.
(b) The Company hereby represents and warrants to Executive that (i) the 1999 Plan has and each option granted will have sufficient shares available to effect the grant and exercise of the 1999 Plan Option, and the 1999 Plan has been approved by the Company Company's stockholders, (ii) the 2000 Plan has and will have sufficient shares available to purchase shares of Common Stock effect the grant and exercise of the Company pursuant to 2000 Plan Stock Option, and the 2000 Plan has been approved by the Company's stockholders, (iii) each Additional Company Stock Plan Option has been properly authorized and approved by the Board and/or its stock option committee, ("Company Stock Options"iv) which is outstanding and unexercised immediately prior to the Effective Time, shall be assumed by Parent, and each issuance of the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in underlying each such Company Stock Option to the Company shall be deemed to refer to Parent):
(a) the number of Parent Shares to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio;
(b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio;
(c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Additional Company Stock Option will be rounded downregistered on Form S-8 and (v) stockholder approval is not required to grant either Additional Company Stock Option.
(c) The Company hereby further represents and warrants to Executive that (i) the Company's Restated and Amended 1996 Incentive Stock Option and Non-Qualified Stock Option Plan (the "1996 Plan") has and will have sufficient shares available to effect the grant and exercise of the Original Company Stock Option, if necessary, to the next whole share and the aggregate exercise price shall 1996 Plan has been approved by the Company's stockholders, (ii) the Original Company Stock Option has been properly authorized and approved by the Board and/or its stock option committee, (iii) the issuance of the Common Stock underlying the Original Company Stock Option will be rounded up, if necessary, registered on Form S-8 and (iv) the Company obtained written consent from the holders of a majority of its voting stock in December 1997 to permit the next whole cent;grant of the Original Company Stock Option under the 1996 Plan and neither a stockholder meeting nor further stockholder approval was required to grant the Original Company Stock Option.
(d) The Company at its expense hereby undertakes and agrees, upon the adjustments provided herein with written request of Executive, to as soon as practicable put an effective shelf-registration in place in favor of Executive in respect to any options that are "incentive stock options" of the Common Stock underlying each Additional Company Stock Option and the Additional Restricted Units (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Options3.3), all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty terms of EXHIBIT B hereto (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statement"Additional Registration Rights Provisions").
Appears in 1 contract
Sources: Employment Agreement (Integra Lifesciences Holdings Corp)
Stock Options. At (a) In anticipation of the Effective Timeentering into of this Agreement and as an inducement to the Executive to do so, on July 6, 2000 the Company Stock Plan and each option granted by Option Committee of the Company to purchase shares Board of Common Stock Directors of the Company pursuant granted to the Company Stock Plan ("Company Stock Options") which is outstanding and unexercised immediately prior to the Effective Time, shall be assumed by Parent, and each of the Company Stock Options shall be converted into Executive an option to purchase shares of 500,000 Common Stock of Parent in such number and at such exercise price as provided below and otherwise having Shares on the same terms and conditions as contained in effect immediately prior stock option agreements of that date. <PAGE> 4
(b) Subject to the Effective Time absolute authority of the Stock Option Committee of the Board of Directors of the Company from time to time to grant (except or not to grant) to eligible individuals options to purchase common stock of the Company ("Options"), it is the intention of the Company and the expectation of the Executive that while the Executive is employed hereunder, the Executive will receive Options annually (in addition to those described in Section 5(a) hereof), on the following terms and conditions (and any Options so granted shall be subject to the extent that such termsfollowing terms and conditions, which shall govern any conflicts in the terms hereof with any terms and conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parentany stock option agreement):
(a) the number of Parent Shares to Target awards will be subject to the new option shall be in an amount (plus or minus 25%) equal to the product 150% of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange RatioExecutive's salary;
(b) For purposes of determining the exercise price per Parent Share under number of shares subject to a given Option grant, the new option value of such Option shall be equal to determined using the Black-Scholes valuation method, or another generally recognized valuation method which is being used uniformly by the Company for its senior executives;
(xc) the The exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to Options shall be the Effective Time divided by (y) fair market value of the Exchange Ratio;
(c) in effecting such assumption and conversioncommon stock on the date of grant, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price Options shall be rounded up, if necessary, to expire on the next whole cent;tenth anniversary of the date of grant; and
(d) The Options shall vest ratably on the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 first three anniversaries of the Codedate of grant; provided, however, that all Options (and all other options to purchase Common Shares then held by the Executive) which are not then vested shall be effected in a manner consistent with become fully vested and immediately exercisable during the requirements of Section 424(a) remaining original term of the Code;option, upon the occurrence of any of the following events ("Acceleration Events"): Executive's Retirement, death, Disability, a Change in Control, and termination of Executive's employment by the Company without Cause or by the Executive for Good Reason; and
(e) except The Options shall be granted on such other terms and conditions as are generally made applicable to Options granted to the extent required under the respective terms other senior executives of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementCompany.
Appears in 1 contract
Stock Options. At the Effective Time, the Company Stock Plan and each Each option granted by the Company to purchase shares a Continuing Employee (as defined in Section 5.12(a) hereof) to acquire a share of Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Options") Stock, which is outstanding and unexercised immediately prior to the Effective Time, shall be assumed by Parent, and each of the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect unvested immediately prior to the Effective Time (except "OPTION"), shall become and represent an option to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of purchase the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):
Consideration (aa "SUBSTITUTE OPTION") the number of Parent Shares to be subject to the new option shall be at an exercise price equal to the product exercise price per share of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) Time; provided, however, that in the Exchange Ratio;
(b) the exercise price per Parent Share under the new option shall be equal case of an Option that is intended to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio;
(c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect to any options that are "qualify as an incentive stock options" (as defined in option under Section 422 of the Code) , the conversion formula shall be effected adjusted (in a manner consistent lieu of providing for any payment of cash) if necessary to conform with the requirements of Section 424(a) of the Code;
. The parties acknowledge and agree that the number of Options and the exercise price thereof will be adjusted in accordance with the terms thereof upon consummation of a Semi Spin (eas defined in Section 1.5(a)) except so as to preserve the option value as determined immediately prior to consummation of the Semi Spin; provided, however, that in the case of an Option that is intended to qualify as an incentive stock option under Section 422 of the Code, such adjustments shall be made in a manner so that the Option shall continue to be treated as an incentive stock option under Section 422 of the Code to the greatest extent allowed by law. After the Effective Time, each Substitute Option shall be exercisable upon the same terms and conditions as were applicable to the related Option prior to the Effective Time subject to accelerated vesting if and to the extent required under by the respective terms applicable plans as of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under date hereof. In the Company Stock Plans or event of any other plan, program or arrangement of the Company or any of its subsidiaries, adjustment to the extent that conversion ratio or exercise price of any Option, such restrictions or limitations adjustments shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect be made pursuant to the Merger mutual agreement of Parent and Company prior to the assumption by Effective Time. Parent shall take such corporate action as set forth above; and
(f) may be necessary or appropriate to, at or prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another any successor or other appropriate form) registering a number of Parent Shares representing with respect to the number of Parent Shares subject to any Substitute Options to the assumed options extent such registration is required under applicable law in order for such Parent Shares to be sold without restriction in the United States, and Parent shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options Substitute Options remain outstanding. The Company Notwithstanding anything to the contrary contained in this Agreement, the parties agree that (i) all options to acquire shares of Common Stock that are held by Continuing Employees and that are vested and outstanding immediately prior to the Effective Time shall cooperate withbe, to the extent not exercised, cancelled as of the Effective Time, and assist Parent (ii) all options to acquire shares of Common Stock that are held by Persons who are not Continuing Employees shall be exercised, converted into Semi (as defined in Section 1.5(a)) or Semi Purchaser (as defined in Section 1.5(a)) options or otherwise cancelled on or prior to the preparation of, such registration statementEffective Time.
Appears in 1 contract
Sources: Agreement and Plan of Merger (C Cube Microsystems Inc De)
Stock Options. (a) At the Effective Time, the Company Stock Plan and each option granted by the Company to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Options") which is outstanding and unexercised immediately prior to the Effective Time, shall be assumed by Parent, and each of the Company Stock Options shall be converted into an option to purchase shares of Common Shares (each, a “Company Stock of Parent in such number and at such exercise price as provided below and otherwise having Option”) granted under the same terms and conditions as in effect Company Share Plans or outside the Company Share Plans (whether or not vested or exercisable) that is outstanding immediately prior to the Effective Time (except to shall be canceled and shall only entitle the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result holder of the Merger contemplated hereby and except that all references in each such Company Stock Option to receive, as soon as reasonably practicable after the Company shall be deemed Effective Time, without interest, a cash payment equal to refer to Parent):
(ai) the number of Parent Shares to be subject to the new option shall be equal to the product excess, if any, of (xA) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and Per Share Price over (y) the Exchange Ratio;
(bB) the exercise price per Parent Common Share under the new option shall be equal subject to such Company Stock Option, multiplied by (xii) the exercise price per share number of Company Common Stock in effect under the original Shares for which such Company Stock Option immediately shall not theretofor have been exercised, with the aggregate amount of such payment rounded to the nearest cent (the aggregate amount of such cash amounts hereinafter referred to as the “Option Consideration”) less such amounts as are required to be withheld or deducted under the Code or any provision of U.S. state or local Law relating to Taxes with respect to the making of such payment. Upon surrender to the Surviving Corporation of Company Stock Options and/or such other documents as may reasonably be requested by the Surviving Corporation, the Parent hereby agrees to cause the Surviving Corporation to promptly deliver to the registered holders of such Company Stock Options (as indicated in the records of the Company) such cash payment.
(b) At or prior to the Effective Time divided by (y) the Exchange Ratio;
(c) in effecting such assumption and conversiondate hereof, the aggregate number Board of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement Directors of the Company (or, if appropriate, any committee administering the Stock Plans) shall adopt such resolutions or any of its subsidiaries, take such other actions as are required by Parent to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving (i) give effect to the Merger transactions contemplated by this Section 2.4, and (ii) terminate the assumption by Parent as set forth above; and
(f) prior to the Effective Time, Parent shall take all necessary action to assume Stock Plans as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days ensure that after the Effective Time, Time neither Parent shall prepare and file with nor the SEC a registration statement on Form S-8 (Surviving Corporation will be required to deliver Common Shares or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status other capital stock of the prospectus contained thereinCompany, Parent, the Surviving Corporation or any of their respective affiliates to any person pursuant to or in settlement of Company Stock Options.
(c) for so long As soon as such assumed options remain outstanding. The practicable following the execution of this Agreement, the Company shall cooperate with, mail to each person who is a holder of Company Stock Options a letter approved in advance by Parent describing the treatment of and assist Parent payment for such Company Stock Options pursuant to this Section 2.4 and providing instructions for use in the preparation of, obtaining payment for such registration statementCompany Stock Options.
Appears in 1 contract
Stock Options. At the Effective Time(a) Subject to Section 1.4(b), the Company Stock Plan and each option granted by the Company to purchase shares of Haven Common Stock of that has been issued by Haven and is outstanding at the Company Effective Time (each, a "Haven Option") pursuant to the Company Haven Incentive Stock Option Plan, the Haven Stock Option Plan for Outside Directors and the Haven Stock Incentive Plan (collectively, the "Company Stock OptionsHaven Option Plans") which is outstanding and unexercised immediately prior to the Effective Time, shall be assumed by Parent, and each of the Company Stock Options shall be converted into an option to purchase shares of Queens Common Stock as follows:
(i) the aggregate number of Parent in such number and at such shares of Queens Common Stock issuable upon the exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to of each converted Haven Option after the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):
(a) the number of Parent Shares to be subject to the new option shall be equal to the product of (xA) the Exchange Ratio multiplied by (B) the number of shares of Company Haven Common Stock subject to issuable upon exercise of the original Company Stock Haven Option immediately prior to the Effective Time and (y) Time, such product to be rounded to the Exchange Ratio;nearest whole share of Queens Common Stock; and
(b) the exercise price per Parent Share under the new option shall be equal to (xii) the exercise price per share of Company Common Stock in effect under each converted Haven Option shall be equal to the original Company Stock quotient of the exercise price of such Haven Option immediately prior to at the Effective Time divided by (y) the Exchange Ratio;
(c) in effecting , such assumption and conversion, the aggregate number of Parent Shares quotient to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next nearest whole cent;
(d) ; provided, however, that, in the adjustments provided herein with respect case of any Haven Option that is intended to any options that are "qualify as an incentive stock options" (as defined in option under Section 422 of the Code) , the number of shares of Queens Common Stock issuable upon exercise of and the exercise price per share for such converted Haven Option determined in the manner provided above shall be effected further adjusted in a such manner consistent with as Queens may determine to be necessary to conform to the requirements of Section 424(a424(b) of the Code;. Options to purchase shares of Queens Common Stock that arise from the operation of this Section 1.4 shall be referred to as the "Converted Options." All Converted Options shall be exercisable for the same period and otherwise have the same terms and conditions applicable to Haven Options that they replace. Prior to the Effective Time, Queens shall take, or cause to be taken, all necessary action to effect the intent of the provisions set forth in this Section 1.4.
(eb) except Notwithstanding Section 1.4(a) and subject to the extent required under provisions of this Section 1.4(b), any Haven Option shall, if so requested by the respective terms of option holder, be canceled and shall cease to be exercisable. Any such request shall be made in writing in the Stock Options, all restrictions or limitations on transfer form and vesting with respect manner specified by Haven and reasonably acceptable to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, Queens and shall be delivered to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
Queens at least ten (f10) business days prior to the Effective Time. In consideration for such cancellation, Parent each holder of a Haven Option making such request shall be paid, with respect to each Haven Option so canceled, an amount equal to the excess (if any) of the product of the Queens Market Value (as defined herein) times the Exchange Ratio over the price at which the holder may acquire a share of Haven Common Stock upon exercise of such Haven Option (such excess, the "Option Cashout Payment"). Such payment shall be made as soon as practicable following the Effective Time or, if later in the case of any holder of a Haven Option, the date on which such holder delivers to Haven his written acceptance of an Option Cashout Payment as full and complete consideration for the cancellation of each Haven Option held by such holder. Haven shall take all such action as is necessary action or appropriate under the terms of Haven's Option Plans to assume convert each Haven Option for which such a request is timely made as of the Effective Time, into the right to receive an Option Cashout Payment upon the terms and conditions set forth herein. Such payment hereunder shall be subject to withholding for applicable federal, state and local taxes.
(c) Prior to the date of Haven stockholders meeting contemplated by Section 4.8, Haven shall take, or cause to be taken, appropriate action under the terms of any stock option plan, agreement or arrangement under which Haven Options have been granted to provide for the conversion of Haven Options outstanding at the Effective Time into Converted Options and to effect any other modifications contemplated by Section 1.4(a).
(d) Concurrently with the reservation of shares of Queens Common Stock to provide for the payment of the Merger Consideration, Queens shall take all obligations undertaken by Parent under this Section 6.03, including the reservation, corporate action necessary to reserve for future issuance and listing of a sufficient additional number of Parent Shares at least equal shares of Queens Common Stock to provide for the satisfaction of its obligations with respect to the number of Parent Shares subject to the assumed optionsConverted Options. No later than twenty (20) days after As soon as practicable following the Effective Time, Parent Queens shall prepare (i) cause to be executed and delivered to each holder of a Converted Option an agreement, certificate or other instrument, in such form and of such substance as Queens may reasonably determine, evidencing such holder's rights with respect to the Converted Options; and (ii) file with the SEC a registration statement on Form S-8 (or another any successor or other appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject and make any state filings or obtain state exemptions with respect to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status Queens Common Stock issuable upon exercise of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementConverted Options.
Appears in 1 contract
Stock Options. (a) At the Effective Time, the Company Stock Plan and each outstanding option granted by the Company to purchase shares of Company Common Stock of (each a "Company Option") under the Company's Stock Option Plans, whether vested or unvested, will be assumed by Parent. Each Company Option so assumed by Parent under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Company's Stock Option Plans pursuant to which such Company Option was issued and as provided in the Company Stock Plan ("Company Stock Options") which is outstanding and unexercised respective option agreements immediately prior to the Effective Time, shall be assumed except as otherwise agreed by ParentParent and the holder of such Company Option, and each except that:
(i) subject to applicable vesting, such Company Option will be exercisable for (x) that number of the Company Stock Options shall be converted into an option to purchase shares of Parent Common Stock (rounded down to the nearest whole number of shares of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):
(aCommon Stock) the number of Parent Shares to be subject to the new option shall be equal to the product of (x1) 0.7 multiplied by the number of shares of Company Common Stock subject to the original that were issuable upon exercise of such Company Stock Option immediately prior to the Effective Time multiplied by (2) the Exchange Ratio, and (y) a warrant to purchase a number of shares of Parent Common Stock (rounded down to the Exchange Ratio;
(bnearest whole number of shares of Parent Common Stock) the exercise price per Parent Share under the new option shall be equal to the product of (x1) 0.3 multiplied by the exercise price per share number of shares of Company Common Stock in effect under the original that were issuable upon exercise of such Company Stock Option immediately prior to the Effective Time divided multiplied by (y2) the Exchange Ratio;, such that upon exercise of such Company Option, the holder will receive for each share of Company Common Stock that the holder otherwise would be entitled to receive upon such exercise 1.10005585 shares of Parent Common Stock (the "Exercise Shares") and a right to purchase 0.47145251 shares of Parent Common Stock (the "Warrant Right" and together with the Exercise Shares, the "Exercise Security"), which rights shall be evidenced collectively by a warrant to purchase such number of shares of Parent Common Stock (rounded down to the nearest whole number of shares of Parent Common Stock) as is equal to the product of 0.47145251 multiplied by the number of shares of Company Common Stock for which such Company Option is exercised, which Warrant shall be in the form attached hereto as Exhibit ------- D (except that if any portion of such Company Option vests after the - "Expiration Date" determined in accordance with Section 1 of such Warrant, such "Expiration Date" for purposes of the portion of the Warrant that relates to such portion of the Company Option that has just then vested shall be the date that is 30 days after the date the right to purchase such portion of the Company Option first vests); and
(cii) in effecting such assumption and conversion, the aggregate number of Parent Shares to exercise price for each Exercise Security shall be subject to each assumed Company Stock Option will be rounded down, if necessary, equal to the next whole per share and the aggregate exercise price shall be rounded upunder the Company Options for the Company Common Stock, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined all in Section 422 of the Code) shall be effected in a manner consistent accordance with the requirements rules of Section 424(a) of the Code;, and the regulations promulgated thereunder, and such rules shall apply even with respect to options that are not "incentive stock options" (within the meaning of Section 424 of the Code).
(ec) except to Parent shall comply with the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Option Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, (subject to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options adjustments required by this Section 5.10 after giving effect to the Merger and to the assumption by Parent amendments in employment agreements to be agreed, as set forth above; and
(fbelow) and shall use its reasonable efforts to ensure, to the extent required by and subject to the provisions of such plans, that Company Options which qualified as incentive stock options prior to the Effective Time continue to qualify as incentive stock options of Parent after the Effective Time, .
(d) Parent shall take all corporate action necessary action to assume reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Company Options assumed in accordance with this Agreement. Parent shall use reasonable efforts to amend each option agreement under the Company's Stock Option Plans as of promptly as practicable after the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file in accordance with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementforegoing.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Emachines Inc /De/)
Stock Options. At (a) As soon as practicable following the date of this Agreement, the Board of Directors of the Company (or, if appropriate, any committee administering the Company Stock Plans) shall adopt such resolutions or take such other actions as may be required to effect the following:
(i) adjust the terms of all outstanding Company Stock Options granted under the Company Stock Plans, whether vested or unvested, as necessary to provide that, at the Effective Time, the each Company Stock Plan and each option granted by the Company to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Options") which is Option outstanding and unexercised immediately prior to the Effective Time, Time shall be assumed by Parent, amended and each of the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having acquire, on the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each were applicable under such Company Stock Option to the Company shall be deemed to refer to Parent):
(a) Option, the number of Parent Shares to be subject shares of Lucent Common Stock (rounded down to the new option shall be nearest whole share) equal to the product of (xA) the number of shares of Company Common Stock subject to the original such Company Stock Option immediately prior to the Effective Time and multiplied by (yB) the Exchange Ratio;
(b) the , at an exercise price per Parent Share under share of Lucent Common Stock (rounded to the new option shall be nearest one-hundredth of a cent) equal to (x) the exercise price per share of such Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio;Ratio (each, as so adjusted, an "Adjusted Option"); and
(ii) make such other changes to the Company Stock Plans as the Company and Lucent may agree are appropriate to give effect to the Merger, including as provided in Section 5.7.
(b) As soon as practicable after the Effective Time, Lucent shall deliver to the holders of Company Stock Options appropriate notices setting forth such holders' rights pursuant to the respective Company Stock Plans and the agreements evidencing the grants of such Company Stock Options and that such Company Stock Options and agreements shall be assumed by Lucent and shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 5.6 after giving effect to the Merger).
(c) A holder of an Adjusted Option may exercise such Adjusted Option in effecting such assumption whole or in part in accordance with its terms by delivering a properly executed notice of exercise to Lucent, together with the consideration therefor and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;applicable withholding taxes.
(d) the adjustments provided herein with respect to any options that are "incentive stock options" (Except as defined in otherwise contemplated by this Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) 5.6 and except to the extent required under the respective terms of the Company Stock Options, all restrictions or limitations on transfer and vesting with respect to Company Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiariesSubsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options options after giving effect to the Merger and the assumption by Parent Lucent as set forth above; and
(f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statement.
Appears in 1 contract
Stock Options. At In connection with the Effective Timeexecution of the Employment Agreement, the Company Stock Plan and each option Ross was granted by the Company stock options to purchase 300,000 shares of Common Stock the common stock of the Company pursuant to (the Company Stock Plan "Option Shares") at an exercise price of $11.00 per share (the "Company Stock Options") which is outstanding under the Company's 1995 Stock Option Plan (the "Plan") and unexercised immediately prior pursuant to a Stock Option Agreement between Ross and the Company, dated May 23, 1997 (the "Stock Option Agreement"). The Company hereby agrees that irrespective of any term or condition of the Plan or the Stock Option Agreement to the Effective Timecontrary, effective as of the date hereof, the Stock Options that are not vested and exercisable as of such date shall be assumed by Parent, vested and each exercisable and Ross shall be entitled to exercise all of the Company Stock Options shall be converted into an option to purchase shares until the close of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having business on January 10, 2000 (the same terms and conditions as in effect immediately prior "Sale Period") without regard to the Effective Time (except to vesting criteria otherwise contained therein; provided, however, that Ross shall not sell the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result Option Shares purchased upon exercise of the Merger contemplated hereby Stock Options in an amount exceeding 25,000 shares per week (the "Weekly Limit") and except 50,000 shares per month (the "Monthly Limit," and together with the Weekly Limit, the "Limits"); provided further, however, that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):
(a) the number of Parent Shares to be subject to the new option shall be equal to the product of (x) the number Monthly Limit shall terminate and be of shares no further force or effect upon the earlier to occur of Company Common Stock subject to October 1, 1999 and the original Company Stock Option immediately prior to the Effective Time occurrence of a Change of Control and (y) the Exchange Ratio;
(b) Limits shall terminate and be of no further force or effect upon the exercise price per Parent Share under occurrence of a Change of Control. The Company agrees that at all times during the new option Sale Period, the acquisition by Ross of the Option Shares shall be equal to (x) the exercise price per share of Company Common Stock in effect registered under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio;
(c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 or other appropriate form (a "Registration Statement") filed with and declared effective by the Securities and Exchange Commission (the "SEC") and the Company shall take all action that may be necessary to (i) cause the Registration Statement to comply with all applicable laws and regulations and (ii) permit the sale by Ross, without any limitation as to volume (other than as set forth in this Section 2.3 or another appropriate form) registering which may be applicable to "affiliates" pursuant to Rule 144 promulgated under the Securities Act of 1933), of the Option Shares. To the extent that a number of Parent Shares representing Registration Statement is not effective or does not contain all information required to be disclosed therein at any time during the Sale Period, the Sale Period shall be extended by the number of Parent Shares subject days during such period that such Registration Statement was not effective or did not contain all information required to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained be disclosed therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statement.
Appears in 1 contract
Sources: Settlement Agreement (Waterlink Inc)
Stock Options. At (i) The Employee shall be entitled to participate in the Effective Time, Company's 2018 Equity Incentive Plan (the Company Stock Plan and each option granted by the Company to purchase shares of Common Stock of the Company pursuant "Plan") related to the Company Stock Plan ("Company Stock Options") which is outstanding and unexercised immediately prior to the Effective Time, shall be assumed by Parent, and each issuance of the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):
(a) the number of Parent Shares to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio;
(b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio;
(c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 the Plan) to subscribe to newly issued shares of the Code) Company's common stock, par value of $0.0001 per share (the "Common Stock"), upon the exercise of the Options (the "Shares"). Subject to the approval of the Company’s Board of Directors, Employee shall be effected entitled to receive Options to purchase 64,000 shares of the Company's Common Stock. If granted, the Options shall have an initial exercise price equal to the fair market value of the Shares on the date of the grant. All Options, including their vesting schedule, shall be governed by the terms of the Plan in force at the time of the grant. The Company and the Employee shall execute appropriate subscription agreements evidencing such grants, if any. In addition, Employee may be eligible for future grants at the sole discretion of the Board of Directors. The Company may require that continued vesting of Options following a termination of your employment be contingent on you signing general release of claims in a manner consistent with form acceptable to the requirements Company.
(ii) By acceptance hereof, the Employee acknowledges that on or before the date of Section 424(agrant of any Options, Employee will receive of a copy of the Company’s Summary Plan Description (the “Summary”) of the Code;
(e) except Plan, which includes, among other things, a description of the effect of the termination of the Employee’s employment with the Company on the Employee’s ability to exercise the Options, a summary of the U.S. tax implications and potential investment risks associated with the exercise of the Options and the acquisition of the Shares. The Employee further acknowledges that the Employee is aware of the terms and conditions applicable to the extent required under the respective terms grant and exercise of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; andin the Summary.
(fiii) prior The Employee acknowledges that the Employee has been informed of, or is otherwise familiar with, the nature and the limitations imposed by the Securities Act of 1933, as amended (the “Act”) and the securities (“Blue Sky”) laws of the State of New York (“New York Law”), concerning the Options and the Shares and agrees to be bound by the restrictions embodied in such laws, and the rules and regulations promulgated thereunder. The Employee hereby represents and warrants to the Effective TimeCompany that the Employee is receiving the Optionsor the Shares, Parent shall take all necessary action for investment and not with a view to assume as the distribution or public offering of the Effective Time all obligations undertaken by Parent Options or the Shares, or any interest in the Options or the Shares, and no other person has a direct or indirect beneficial interest in the Options or the Shares. Unless the Shares have been registered for resale in accordance with a currently effective registration statement under this Section 6.03the Act, including the reservationCompany may require, issuance and listing of as a number of Parent Shares at least equal condition to the number delivery of Parent any certificates for Shares subject , that the Company receive appropriate evidence that the Employee is acquiring the Shares for investment and not with a view to the assumed options. No later than twenty distribution or public offering of the Shares, or any interest in the Shares, and a representation to the effect that the Employee shall make no sale or other disposition of the Shares unless (20i) days after the Effective TimeCompany shall have received an opinion of counsel satisfactory in form and substance to it that the sale or other disposition may be made without registration under the then applicable provisions of the Act and New York Law and the rules and regulations promulgated there under, Parent or (ii) the Shares shall prepare and file with the SEC be included in a currently effective registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing under the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementAct.
Appears in 1 contract
Stock Options. At (a) As soon as practicable following the date of this Agreement, Parent and the Company (or, if appropriate, any committee of the Board of Directors of the Company administering the Company's 1999 Equity Incentive Plan (the "COMPANY OPTION PLAN") or any committee of the Board of Directors administering Parent's option plans) or any other Company stock option plans shall take such action as may be required to effect the following provisions of this Section 2.2. As of the Effective Time, the Company Stock Plan and each option granted by the Company to purchase shares of Company Common Stock of the Company Stock, including all options granted pursuant to the Company Option Plan, the Company's 1983 Stock Option Plan, 1986 Non-Employee Director Option Plan and 1992 Employee Stock Option Plan (each, a "Company Stock OptionsCOMPANY STOCK OPTION") which is then outstanding shall be assumed by Parent and unexercised converted into an option (or a new substitute option shall be granted) (an "ASSUMED STOCK OPTION") to purchase the number of shares of Parent Common Stock (rounded up to the nearest whole share) equal to (x) the number of shares subject to such option multiplied by (y) the Exchange Ratio, at an exercise price per share of Parent Common Stock (rounded down to the nearest penn▇) ▇▇ual to (A) the former exercise price per share of Company Common Stock under such option immediately prior to the Effective Time divided by (B) the Exchange Ratio; provided, however, that in the case of any Company Stock Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, the conversion formula shall be adjusted, if necessary, to comply with Section 424(a) of the Code. Except as provided above, each Assumed Stock Option shall be subject to the same terms and conditions (including expiration date and vesting) as were applicable to such converted Company Stock Option immediately prior to the Effective Time. Parent shall use its reasonable best efforts to promptly prepare and file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-8 or other appropriate form with respect to shares of Parent Common Stock subject to the Assumed Stock Options and to maintain the effectiveness of such registration statement or registration statements covering such Assumed Stock Options (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such Assumed Stock Options remain outstanding.
(b) Prior to Closing, the Company shall be assumed provide all information reasonably requested by Parent, and each Parent in respect of the Company Stock Options and shall fully cooperate with Parent to effect the transactions contemplated by this Section 2.2.
(c) No later than July 30, 1999, the Company shall terminate any offerings under its 1999 Employee Stock Purchase Plan (the "STOCK PURCHASE PLAN"), and such plan shall terminate immediately prior to the Effective Time.
(d) As of the Effective Time, any restricted shares of Company Common Stock shall be converted into an option to purchase shares of Parent Common Stock equal to the number of restricted shares of Company Common Stock multiplied by the Exchange Ratio (and rounded up to the nearest whole share), and such shares of Parent in such number and at such exercise price as provided below and Common Stock shall otherwise having be subject to the same terms and conditions as in effect immediately prior to the Effective Time (except to including any terms that would result in the extent that restrictions on such terms, conditions and restrictions may be altered in accordance with their terms shares lapsing as a result of the Merger contemplated hereby and except that all references Effective Time as disclosed in each such Company Stock Option to Section 3.13(a) of the Company Disclosure Schedule (as hereinafter defined)). As of the Effective Time, any stock appreciation rights ("SAR") with respect to shares of Company Common Stock which are outstanding as of the Effective Time shall be deemed converted into stock appreciation rights with respect to refer to Parent):
(a) the number of shares of Parent Shares to be subject to the new option shall be Common Stock equal to the product of to: (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and such SAR multiplied by (y) the Exchange Ratio;
, at a strike price per share of Parent Common Stock (brounded down to the nearest penn▇) ▇▇ual to (A) the exercise price per Parent Share under the new option shall be equal to (x) the exercise former strike price per share of Company Common Stock in effect under the original Company Stock Option such option immediately prior to the Effective Time divided by (yB) the Exchange Ratio;
(c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;.
(e) except to the extent required under the respective terms of the The Company Option Plan (including all predecessor plans) and all Company Stock Options, all restrictions or limitations on transfer and vesting Options shall terminate (other than with respect to Stock Options awarded under the Company Stock Plans or right to receive the consideration specified in this Section 2.2) at and as of the Effective Time. The provisions in any other plan, program or arrangement providing for the issuance or grant of the any Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger or similar instruments shall be canceled at and the assumption by Parent as set forth above; and
(f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under (subject only to the rights to receive the consideration, if any, specified in this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding2.2). The Company shall cooperate with, and assist Parent take all action necessary to ensure that following the Effective Time no participant in the preparation ofCompany Option Plan, the Stock Purchase Plan or other plans, programs or arrangements shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any subsidiary thereof and to terminate all such registration statementplans, programs and arrangements.
Appears in 1 contract
Stock Options. At (a) As soon as practicable following the date of this Agreement, Parent and Company (or, if appropriate, any committee of the Board of Directors of Company administering Company's 1992 Stock Plan, 1995 Director Option Plan, and the 1999 Nonstatutory Stock Option Plan (collectively, the "COMPANY OPTION PLANS") shall take such action as may be required to effect the following provisions of this Section 2.2(a). Subject to the provisions of Section 16 of the Exchange Act (as hereinafter defined), as of the Effective Time, the Company Stock Plan and Time each option granted by the Company to purchase shares of Common Stock of the Company Shares pursuant to the Company Stock Plan Plans (a "Company Stock OptionsCOMPANY STOCK OPTION") which is then outstanding and unexercised immediately prior to the Effective Time, shall be assumed by Parent, Parent and each of the Company Stock Options shall be converted into an option (or a new substitute option shall be granted) (an "ASSUMED STOCK OPTION") to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):
(a) the number of shares of Parent Shares to be subject Common Stock (rounded up to the new option shall be nearest whole share) equal to the product of (x) the number of shares of Company Common Stock Shares subject to the original Company Stock Option immediately prior to the Effective Time and such option multiplied by (y) the Exchange Ratio;
(b) the , at an exercise price per share of Parent Share under Common Stock (rounded down to the new option shall be nearest penny) equal to (xA) the former exercise price per share of Company Common Stock in effect Commo▇ ▇▇▇ck under the original Company Stock Option such option immediately prior to the Effective Time divided by (yB) the Exchange Ratio;
(c) ; provided, however, that in effecting such assumption and conversion, the aggregate number case of Parent Shares to be subject to each assumed any Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect to any options that are which is an "incentive stock optionsoption" (as defined in Section 422 of the Code) ), the conversion formula shall be effected adjusted, if necessary, in a manner consistent with the requirements of Section 424(a) of the Code;. Except as provided above, the Assumed Stock Option shall be subject to the same terms and conditions (including expiration date, vesting and exercise provisions) as were applicable to the converted Company Stock Option immediately prior to the Effective Time.
(eb) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options As soon as practicable after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) prior to the Effective Time, Parent shall take all necessary action or shall cause the Surviving Corporation on its behalf to assume deliver to the holders of Company Stock Options appropriate notices setting forth such holders' rights pursuant to the respective Company Option Plans and the agreements evidencing the grants of such Company Stock Options and that such Company Stock Options and agreements have been assumed by Parent and shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 2.2). Parent shall comply with the terms of the Company Option Plans and ensure, to the extent required by, and subject to the provisions of, such Company Option Plans, that the Company Stock Options which qualified as of incentive stock options prior to the Effective Time all obligations undertaken by continue to qualify as incentive stock options after the Effective Time.
(c) Parent under shall take such actions as are reasonably necessary for the assumption of the Company Option Plans pursuant to this Section 6.032.2, including the reservation, issuance and listing of a number of Parent Shares at least equal Common Stock as is necessary to effectuate the number of Parent Shares subject to the assumed optionstransactions contemplated by this Section 2.2. No later than twenty (20) days after the Effective Time, Parent shall use its reasonable best efforts to prepare and file with the SEC a registration statement on Form S-8 (or another other appropriate form) registering a number form with respect to shares of Parent Shares representing the number of Parent Shares Common Stock subject to the assumed options Assumed Stock Options within 30 days following the Effective Time and shall to maintain the effectiveness of such registration statement or registration statements covering such Assumed Stock Options (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such assumed options Assumed Stock Options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statement.
Appears in 1 contract
Stock Options. At Upon execution of this agreement the Effective TimeBoard shall grant to Executive, the Company Stock Plan and each option granted by the Company options to purchase 200,000 shares of the Company's Common Stock Stock, issued equally over the first twelve months of Executives employment on the Company following terms and conditions:
(i) The options shall be granted under and pursuant to the Company Company's Stock Option, Deferred Stock and Restricted Stock Plan (the "Company Stock OptionsPlan").
(ii) which is outstanding and unexercised immediately prior to the Effective Time, shall be assumed by Parent, and each of the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such The exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):
(a) the number of Parent Shares to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio;
(b) the exercise price per Parent Share under the new option shall be equal to (xA) the exercise average of the last reported sale price per for one share of Company Common Stock during the five (5) business days preceding the date of grant as reported on the NASDAQ Automated Quotation System; or (B) if (A) is not applicable, then the fair market value of one share of the Common Stock, as determined in effect under good faith by the original Company Stock Option immediately Board.
(iii) All stock options granted to Executive pursuant to this Section 2(b): (A) shall vest equally over 12 months; (B) shall expire to the extent not exercised prior to the Effective Time divided by close of business on the day ten (y10) years from the Exchange Ratio;
date of grant; and (c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the CodeC) shall be effected governed by the Plan and an agreement substantially in a manner consistent with the requirements of Section 424(a) form of the Code;
(e) except to agreement attached hereto as Exhibit A, or as otherwise agreed upon by the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstandingparties. The Company shall cooperate withuse its best efforts to assure that all options are granted to Executive under the Plan, or a similar plan later adopted by the Company, which satisfies the conditions of Rule 16b-3 of the Securities and assist Parent Exchange Commission or any successor thereto.
(iv) In the event of a change in the preparation ofnumber of the Company's shares of Common Stock outstanding caused by an event listed in Section 3.3 of the Plan, the number of shares subject to options granted after the date of such registration statementevent shall be adjusted in accordance with the procedures contained in such Section and the number of options to be granted to Executive pursuant to this Section 2(b) shall be correspondingly adjusted.
(v) Notwithstanding the foregoing, if and to the extent that, in the opinion of counsel, the Company is unable to grant the Executive any stock options due Executive pursuant to this Section 2(b) because such grant would violate any state or federal securities law, regulation, permit or approval obtained by the Company, then the Company shall to the extent it is able to do so without violation of the foregoing, at the time such stock options would otherwise be granted to Executive hereunder; agree with the Executive on a reasonably equivalent, alternative form of compensation, with the agreement of neither party to be unreasonably withheld.
(vi) The Board may grant additional stock options to Executive in its sole discretion.
Appears in 1 contract
Sources: Employment Agreement (Red Rock Pictures Holdings, Inc)
Stock Options. At (a) Each of the Effective TimeCompany's stock option plans, each of which is set forth in Section 3.5(a) of the Company Stock Plan Disclosure Schedule (as defined in Section 5.1) (the "Option Plans"), and each option granted by the Company to purchase acquire shares of Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Options") which is outstanding and unexercised immediately prior to the Effective TimeDate thereunder, whether vested or unvested (each, an "Option" and collectively, the "Options"), shall be assumed by Parentthe Parent at the Effective Date, and each of the Company Stock Options such Option shall be converted into become an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):
(a) the number of Parent Shares to be subject to the new option shall be (a "Substitute Option") equal to the product of (x) the number of shares of Company Common Stock subject to such Option multiplied by the original Company Stock Option immediately prior Exchange Ratio (rounded to the Effective Time and (y) the Exchange Ratio;
(b) the nearest whole share, with 0.5 shares being rounded up). The per share exercise price per Parent Share under the new option for each Substitute Option shall be equal to (x) the current exercise price per share of Company Common Stock in effect under divided by the Exchange Ratio (rounded up to the nearest full cent), and each Substitute Option otherwise shall be subject to all of the other terms and conditions of the original Company Stock Option immediately prior to which it relates (including, without limitation, all provisions relating to acceleration of vesting). Prior to the Effective Time divided by (y) the Exchange Ratio;
(c) in effecting such assumption and conversionDate, the aggregate number Company shall take such additional actions as are necessary under applicable law and the applicable agreements and Option Plans to ensure that each outstanding Option shall, from and after the Effective Date, represent only the right to purchase, upon exercise, shares of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect to any options that are "incentive stock options" (Common Stock. Except as defined set forth in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a3.5(a) of the Code;Company Disclosure Schedule, no Option shall be accelerated by reason of the Merger unless the agreement or arrangement under which it was granted or by which it is otherwise governed specifically provides for such acceleration.
(eb) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options As soon as practicable after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) prior to the Effective TimeDate, Parent shall take all necessary action cause to assume as of the Effective Time all obligations undertaken by Parent be included under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of all Parent Shares which are subject to the assumed options Substitute Options, and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate withuntil all Substitute Options have been exercised, and assist Parent in the preparation of, such registration statementexpired or forfeited.
Appears in 1 contract
Stock Options. At (a) As soon as practicable following the Effective Timedate of this Agreement, Parent and the Company Stock Plan and each option granted by (or, if appropriate, any committee of the Company to purchase shares Board of Common Stock Directors of the Company administering Company's 1988 Stock Option Plan, 1993 Long-Term Incentive Plan, Amended 1993 Long-Term Incentive Plan, 1996 Incentive Plan and 1997-1999 Long-Term Incentive Program (the "INCENTIVE PROGRAM") (collectively, the "COMPANY OPTION PLANS" )) shall take such action as may be required to effect the following provisions of this Section 2.2(a). Subject to the provisions of Section 16 of the Exchange Act (as defined in Section 3.4), as of the Effective Time each option to purchase Shares pursuant to the Company Stock Plan Option Plans (a "Company Stock OptionsCOMPANY STOCK OPTION") which is then outstanding and unexercised immediately prior to the Effective Time, shall be assumed by Parent, and each of the Company Stock Options shall be converted into an option (or a new substitute option shall be granted) (an "ASSUMED STOCK OPTION") to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):
(a) the number of shares of Parent Shares to be subject Common Stock (rounded up to the new option shall be nearest whole share) equal to the product of (x) the number of shares of Company Common Stock Shares subject to the original Company Stock Option immediately prior to the Effective Time and such option multiplied by (y) the Exchange Ratio;
(b) the , at an exercise price per share of Parent Share under Common Stock (rounded down to the new option shall be nearest ▇▇▇▇▇) equal to (xA) the former exercise price per share of Company Common Stock in effect under the original Company Stock Option such option immediately prior to the Effective Time divided by (yB) the Exchange Ratio;
(c) ; provided, however, that in effecting such assumption and conversion, the aggregate number case of Parent Shares to be subject to each assumed any Company Stock Option will to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, the conversion formula shall be rounded downadjusted, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein comply with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;. Except as provided above, the Assumed Stock Options shall be subject to the same terms and conditions (including expiration date and exercise provisions) as were applicable to the converted Company Stock Option immediately prior to the Effective Time. The Company (including any committee of the Board of Directors administering the Company Option Plans) shall take such action as may be necessary to provide that the vesting of the exercisability of any Company Stock Option will not be accelerated through the Merger or this Agreement, except as otherwise provided in the Company Option Plans or in any agreement in effect on the date hereof between the Company and any holder of a Company Stock Option.
(eb) except As soon as practicable after the Effective Time, Parent shall deliver to the extent required under holders of Company Stock Options appropriate notices setting forth such holders' rights pursuant to the respective terms Company Option Plans and the agreements evidencing the grants of the Stock Options, all restrictions or limitations on transfer and vesting with respect to such Company Stock Options awarded under the and that such Company Stock Plans or any other plan, program or arrangement of Options and agreements shall continue in effect on the Company or any of its subsidiaries, same terms and conditions (subject to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options adjustments required by this Section 2.2) after giving effect to the Merger and the assumption by Parent as provisions set forth above; and. Parent shall comply with the terms of the Company Option Plans.
(fc) prior to the Effective Time, Parent shall take all such actions as are reasonably necessary action to assume as for the conversion of the Effective Time all obligations undertaken by Parent under Company Option Plans or the Company Stock Options pursuant to this Section 6.032.2, including the reservation, issuance and listing of a number of Parent Shares at least equal Common Stock as is necessary to effectuate the number of Parent Shares subject to the assumed optionstransactions contemplated by this Section 2.2. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC SEC, and use its reasonable best efforts to cause to become effective, on or prior to the date of the Effective Time a registration statement on Form S-8 (or another other appropriate form) registering a number form with respect to shares of Parent Shares representing the number of Parent Shares Common Stock subject to the assumed options Assumed Stock Options and shall maintain the effectiveness of such registration statement or registration statements covering such Assumed Stock Options (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such assumed options Assumed Stock Options remain outstanding. The With respect to those individuals, if any, who subsequent to the Effective Time will be subject to the reporting requirements under Section 16(a) of the Exchange Act, where applicable, Parent shall use all reasonabl efforts to administer the Company shall cooperate with, and assist Parent Option Plans assumed pursuant to this Section 2.2 in a manner that complies with Rule 16b-3 promulgated under the preparation of, Exchange Act to the extent the applicable Company Option Plan complied with such registration statementRule prior to the Merger.
Appears in 1 contract
Stock Options. (i) At the Effective Time, the Company Stock Plan and except as set forth in Section 1.08(c)(ii), each stock option granted by the Company to purchase in respect of shares of HTLF Common Stock of granted under the Company pursuant to the Company HTLF Stock Plan ("Company Stock Options"each such stock option, a “HTLF Option” and, collectively with the HTLF RSU Awards and the HTLF PSU Awards, the “HTLF Equity Awards”) which that is outstanding and unexercised immediately prior to the Effective Time, by virtue of the Merger and without any required action on the part of HTLF or any holder of such HTLF Option, shall be assumed by Parent, UMB and each of the Company Stock Options shall be converted into a stock option (each, an option “Assumed Option” and, together with the Assumed RSU Awards and the Assumed PSU Awards, “Assumed Equity Awards”) that (x) is exercisable for (subject to purchase achievement of the applicable time-based vesting conditions) a number of shares of UMB Common Stock equal to the number of Parent in such number shares of HTLF Common Stock underlying the HTLF Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole share and at such (y) has an exercise price as provided below per share of UMB Common Stock equal to the exercise price applicable to the underlying HTLF Option divided by the Exchange Ratio, rounded up to the nearest cent. Each Assumed Option shall continue to have, and otherwise having shall be subject to, the same terms and conditions as in effect applied to the corresponding HTLF Option immediately prior to the Effective Time (except including the requirement to the extent that such termsperform continued services to satisfy applicable time-based vesting conditions, conditions and restrictions may be altered in accordance with their terms as subject to any accelerated vesting on a result Qualified Termination of the Merger contemplated hereby and except that all references in each such Company Stock Option holder’s employment following the Mergers). The assumption of HTLF Options pursuant to the Company this Section 1.08(c) shall be deemed to refer to Parent):effected in a manner that satisfies the requirements of Section 409A of the Code and this Section 1.08(c) will be construed with this intent.
(aii) At the number of Parent Shares to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Effective Time, each HTLF Option that is outstanding immediately prior to the Effective Time and (yA) is vested as of immediately prior to the Exchange Ratio;
Effective Time or (bB) is held by a former employee, officer, director or other service provider of HTLF or any Subsidiary of HTLF (each of the exercise price per Parent Share under HTLF Options described in the new option foregoing clauses (A) and (B), a “HTLF Terminating Option” and, collectively with the HTLF Terminating RSU Awards and HTLF Terminating PSU Awards, the “HTLF Terminating Awards”), by virtue of the Merger and without any required action on the part of HTLF or any holder of such HTLF Terminating Option, shall fully vest (if unvested) and be cancelled and converted automatically into the right to receive, a number of shares of UMB Common Stock (if any) equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided Exchange Ratio multiplied by (y) the Exchange Ratio;
(c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company shares of HTLF Common Stock underlying the HTLF Terminating Option will be rounded down, if necessary, less a number of shares of HTLF Common Stock having a fair market value (determined by reference to the next whole closing price of a share and of HTLF Common Stock on the trading day immediately preceding the Closing Date) equal to the aggregate exercise price applicable to such HTLF Terminating Option (the “HTLF Terminating Option Consideration” and, collectively with the HTLF Terminating RSU Consideration and the HTLF Terminating PSU Consideration, the “HTLF Terminating Award Consideration”). For the avoidance of doubt, each HTLF Terminating Option for which the applicable per-share exercise price exceeds the closing price of a share of HTLF Common Stock on the trading day immediately preceding the Closing Date shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) prior to the Effective Time, Parent shall take all necessary action to assume cancelled as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementno consideration.
Appears in 1 contract
Stock Options. (i) At the Effective Time, the Company Stock Plan and except as set forth in Section 1.08(c)(ii), each stock option granted by the Company to purchase in respect of shares of HTLF Common Stock of granted under the Company pursuant to the Company HTLF Stock Plan ("Company Stock Options"each such stock option, a “HTLF Option” and, collectively with the HTLF RSU Awards and the HTLF PSU Awards, the “HTLF Equity Awards”) which that is outstanding and unexercised immediately prior to the Effective Time, by virtue of the Merger and without any required action on the part of HTLF or any holder of such HTLF Option, shall be assumed by Parent, UMB and each of the Company Stock Options shall be converted into a stock option (each, an option “Assumed Option” and, together with the Assumed RSU Awards and the Assumed PSU Awards, “Assumed Equity Awards”) that (x) is exercisable for (subject to purchase achievement of the applicable time-based vesting conditions) a number of shares of UMB Common Stock equal to the number of Parent in such number shares of HTLF Common Stock underlying the HTLF Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole share and at such (y) has an exercise price as provided below per share of UMB Common Stock equal to the exercise price applicable to the underlying HTLF Option divided by the Exchange Ratio, rounded up to the nearest cent. Each Assumed Option shall continue to have, and otherwise having shall be subject to, the same terms and conditions as in effect applied to the corresponding HTLF Option immediately prior to the Effective Time (except including the requirement to the extent that such termsperform continued services to satisfy applicable time-based vesting conditions, conditions and restrictions may be altered in accordance with their terms as subject to any accelerated vesting on a result Qualified Termination of the Merger contemplated hereby and except that all references in each such Company Stock Option holder’s employment following the Mergers). The assumption of HTLF Options pursuant to the Company this Section 1.08(c) shall be deemed to refer to Parent):effected in a manner that satisfies the requirements of Section 409A of the Code and this Section 1.08(c) will be construed with this intent.
(aii) At the number of Parent Shares to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Effective Time, each HTLF Option that is outstanding immediately prior to the Effective Time and (yA) is vested as of immediately prior to the Exchange Ratio;
Effective Time or (bB) is held by a former employee, officer, director or other service provider of HTLF or any Subsidiary of HTLF (each of the exercise price per Parent Share under HTLF Options described in the new option foregoing clauses (A) and (B), a “HTLF Terminating Option” and, collectively with the HTLF Terminating RSU Awards and HTLF Terminating PSU Awards, the “HTLF Terminating Awards”), by virtue of the Merger and without any required action on the part of HTLF or any holder of such HTLF Terminating Option, shall fully vest (if unvested) and be cancelled and converted automatically into the right to receive, a number of shares of UMB Common Stock (if any) equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided Exchange Ratio multiplied by (y) the Exchange Ratio;
(c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company shares of HTLF Common Stock underlying the HTLF Terminating Option will be rounded down, if necessary, less a number of shares of HTLF Common Stock having a fair market value (determined by reference to the next whole closing price of a share and of HTLF Common Stock on the trading day immediately preceding the Closing Date) equal to the aggregate exercise price applicable to such HTLF Terminating Option (the “HTLF Terminating Option Consideration” and, collectively with the HTLF Terminating RSU Consideration and the HTLF Terminating PSU Consideration, the “HTLF Terminating Award Consideration”). For the avoidance of doubt, each HTLF Terminating Option for which the applicable per-share exercise price exceeds the closing price of a share of HTLF Common Stock on the trading day immediately preceding the Closing Date shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) prior to the Effective Time, Parent shall take all necessary action to assume cancelled as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementno consideration.
Appears in 1 contract
Stock Options. At the Effective TimeTime of the Merger, each outstanding option to purchase Company Shares (each, a "COMPANY STOCK OPTION"), whether or not granted under the Company Stock Plan and each option granted Option Plan, whether or not vested, shall by the Company to purchase shares of Common Stock virtue of the Company pursuant to the Company Stock Plan ("Company Stock Options") which is outstanding and unexercised immediately prior to the Effective Time, shall Merger be assumed by Parent. Each Company Stock Option so assumed by Parent under this Agreement will continue to have, and each of the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having subject to, the same terms and conditions as in effect 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 to the extent that such terms, conditions and restrictions may (i) each Company Stock Option will be altered exercisable (or will become exercisable in accordance with their terms as a result of the Merger contemplated hereby and except its terms) for that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):
(a) the number of whole shares of Parent Shares to be subject to the new option shall be Common Stock equal to the product of (x) the number of shares Company Shares that were issuable upon exercise of Company Common Stock subject to the original such Company Stock Option immediately prior to the Effective Time and (y) of the Merger multiplied by the Exchange Ratio;
, rounded up to the nearest whole number of shares of Parent Common Stock and (bii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option will be equal to the quotient determined by dividing the exercise price per Parent Company Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original at which such Company Stock Option was exercisable immediately prior to the Effective Time divided of the Merger by (y) the Exchange Ratio;
(c) in effecting , rounded up to the nearest whole cent. Parent shall comply with the terms of all such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded downOptions and use its best efforts to ensure, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the respective terms Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) Code prior to the Effective Time, Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary action to assume as reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all Company Stock Options on the Effective Time all obligations undertaken by Parent under terms set forth in this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statement2.03(b).
Appears in 1 contract
Sources: Merger Agreement (GPN Network Inc)
Stock Options. At (a) As of the Effective Time, the Company Stock Plan and each outstanding option granted by the Company to purchase shares of Company Common Stock (a "Stock Option") granted under any plan or arrangement providing for the grant of options to purchase shares of Company Common Stock to current or former officers, directors, employees or consultants of the Company pursuant to or its Subsidiaries (the Company Stock Plan ("Company Stock OptionsPlans") which is outstanding and unexercised immediately prior to the Effective Time), shall be assumed by Parentwhether vested or unvested, and each of the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having acquire, on the same terms and conditions as in effect immediately prior to were applicable under the Effective Time (except to the extent that such termsStock Option, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):
(a) the number of shares of Parent Shares to be subject Common Stock (rounded to the new option shall be equal to the product of (xnearest whole share) determined by multiplying the number of shares of Company Common Stock subject to the original Company such Stock Option immediately prior to the Effective Time and (y) by the Exchange Ratio;
(b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise , at a price per share of Parent Common Stock equal to (A) the aggregate exercise price for the shares of Company Common Stock in effect under the original Company otherwise purchasable pursuant to such Stock Option immediately prior to the Effective Time divided by (yB) the Exchange Ratio;
(c) in effecting such assumption and conversion, the aggregate number of shares of Parent Shares Common Stock deemed purchasable pursuant to be subject to each assumed Company such Stock Option will be rounded down(each, if necessaryas so adjusted, to the next whole share and the aggregate an "Adjusted Option"); provided that such exercise price shall be rounded up, if necessary, up to the next nearest whole cent;. The transactions contemplated by this Agreement constitute a 'change in control' for purposes of the Company Stock Plans.
(db) the The adjustments provided herein with respect to any options Stock Options that are "incentive stock options" (as defined in Section 422 of the Code) Code shall be and are intended to be effected in a manner which is consistent with the requirements of Section 424(a) of the Code;.
(ec) except to At the extent required Effective Time, by virtue of the Merger and without the need of any further corporate action, Parent shall assume the Company Stock Plans, with the result that all obligations of the Company under the respective terms of the Company Stock OptionsPlans, all restrictions or limitations on transfer and vesting including with respect to Stock Options awarded under outstanding at the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereofEffective Time, shall remain in full force and effect with respect to such Stock Options after giving effect to be obligations of Parent following the Merger and the assumption by Parent as set forth above; andEffective Time.
(fd) At or prior to the Effective Time, Parent shall take all corporate action necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of reserve for issue a sufficient number of Parent Shares at least equal to the number shares of Parent Shares subject to the assumed optionsCommon Stock for delivery upon exercise of Stock Options. No later than twenty (20) days As soon as practicable after the Effective Time, Parent shall prepare and file with the SEC a registration statement Registration Statement on Form S-3 or Form S-8 as the case may be (or another any successor or other appropriate form) registering a number forms), with respect to the shares of Parent Shares representing the number of Parent Shares Common Stock subject to the assumed options such Stock Options, and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus or prospectuses contained therein) , for so long as such assumed options Stock Options remain outstanding. The Company .
(e) Parent shall cooperate withtake, and assist shall cause the Surviving Corporation and its Subsidiaries and all other affiliates of Parent to take, the following actions: (i) waive any limitations regarding pre- existing conditions and eligibility waiting periods under any welfare or other employee benefit plan maintained by any of them for the benefit of employees of the Company or any of its Subsidiaries immediately prior to the Effective Time (the "Employees") to the extent such pre-existing condition or waiting period did not apply to the Employee under a comparable plan of the Company immediately prior to the Effective Time, (ii) provide each Employee with credit for any co-payments and deductibles paid prior to the Effective Time for the calendar year in which the preparation ofEffective Time occurs, in satisfying any applicable deductible or out-of- pocket requirements under such registration statementwelfare plans or other employee benefit plans, and (iii) for all purposes (other than for purposes of benefit accruals under any defined benefit pension plan) under all compensation and benefit plans and policies applicable to the employees, treat all service by the Employees with the Company or any of its Subsidiaries or Affiliates before the Effective Time as service with Parent and its Subsidiaries and Affiliates.
Appears in 1 contract
Stock Options. (a) At the Effective Time, the Company Stock Plan and each option granted by the Company to purchase shares of Company Common Stock of (each a "Company Option"), which is outstanding and unexercised immediately prior thereto, whether or not then vested or exercisable, shall be cancelled and all rights thereunder shall be extinguished. As consideration for such cancellation, the Company pursuant shall make payment immediately prior to the Effective Time to each holder of a Company Option of an amount determined by multiplying (x) the number of shares of Company Common Stock underlying such Company Option by (y) an amount equal to the excess (if any) of (i) the Per Share Consideration, over (ii) the exercise price per share of such Company Option, provided, however, that no such payment shall be made to a holder unless and until such holder has executed and delivered to the Company Stock Plan an instrument in such form prescribed by the Parent and reasonably satisfactory to the Company accepting such payment in full settlement of his rights relative to the Company Option. Prior to the Effective Time, the Company shall take or cause to be taken all actions required under the Company Option Plans to provide for the foregoing.
(b) Notwithstanding the provisions of Section 1.6(a) above, at the Effective Time, each Company Option held by the individuals previously designated by Parent and set forth on Schedule 1.6(b) hereto ("Company Stock OptionsContinuing Option Holders") which is outstanding and unexercised immediately prior to thereto shall at the Effective Time, shall be assumed by Parent, and each election of the Company Stock Options shall holder thereof be converted automatically into an option to purchase shares of Parent Common Stock of Parent in such number an amount and at such an exercise price determined as provided below (and otherwise having subject to the same terms of the Company's 1995 Incentive Stock Option Plan and conditions the Company's 1995 Stock Option Plan for Outside Directors, as in effect immediately the case may be (collec tively, the "Company Option Plans"), the agreements evidencing grants thereunder and any other agreements between the Company and an optionee regarding Company Options which have been delivered to Parent prior to the Effective Time (except date of this Agreement, other than stock appreciation rights or limited stock appreciation rights or other rights to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to receive cash payments under the Company shall be deemed to refer to ParentOption Plans):
(a1) the number of Parent Shares shares to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company option and the Final Exchange Ratio, provided that any fractional shares of Parent Common Stock Option immediately prior resulting from such multiplication shall be rounded down to the Effective Time and (y) the Exchange Ratio;nearest whole share; and
(b2) the exercise price per share of Parent Share Common Stock under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time option divided by (y) the Final Exchange Ratio;
(c) in effecting , provided that such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, up to the next whole nearest cent;
(d) the adjustments . The adjustment provided herein with respect to any options that which are "incentive stock options" (as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")) shall be and is intended to be effected in a manner which is consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiariesCode and, to the extent that it is not so consistent, such restrictions or limitations Section 424(a) shall not have already lapsed, override anything to the contrary contained herein. The duration and all other terms thereofof the new option shall be the same as the original option except that all references to the Company shall be deemed to be references to Parent. In order for any Continuing Option Holder to have his or her Company Options converted into an option to purchase Parent Common Stock as set forth in this Section 1.6(b), such Continuing Option Holder shall remain in full force and effect have executed a written election with respect to such Stock Options after giving effect conversion no later than five (5) business days prior to the Merger and the assumption Closing Date, which written election shall be in such form as shall be prescribed by Parent as set forth above; andand reasonably satisfactory to the Company.
(fc) prior Prior to the Effective Time, Parent shall take all reserve for issuance the number of shares of Parent Common Stock necessary action to assume as of satisfy Parent's obligations under Section 1.6(b) hereof. Promptly after the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No (but in no event later than twenty (20) three business days after the Effective Timethereafter), Parent shall prepare and file with the SEC Securities and Exchange Commission (the "SEC") a registration statement on Form S-8 an appropriate form under the Securities Act of 1933, as amended (or another appropriate form) registering a number the "Securities Act"), with respect to the shares of Parent Shares representing the number of Parent Shares Common Stock subject to the assumed options to acquire Parent Common Stock issued pursuant to Section 1.6(b) hereof, and shall maintain the effectiveness of such registration statement (and use its best efforts to maintain the current status of the prospectus contained therein) , as well as comply with applicable state securities or "blue sky" laws, for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statement.
Appears in 1 contract
Stock Options. At the Effective Time(a) The Company's stock option plan, which is attached to Section 4.3 of the Company Stock Plan Disclosure Schedule (as defined in Section 6.1) (the "Option Plan"), and each option granted by the Company to purchase acquire shares of Company Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Options") which is outstanding and unexercised immediately prior to the Effective TimeDate thereunder, whether vested or unvested (each, an "Option" and collectively, the "Options"), shall be assumed by ParentParent at the Effective Date, and each of the Company Stock Options such Option shall be converted into become an option to purchase a number of ordinary shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time Parent, par value 1p (except to the extent that such termsa "Substitute Option"), conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):
(a) the number of Parent Shares to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to such Option multiplied by the original Company Stock Option immediately prior to the Effective Time and Exchange Ratio (y) the Exchange Ratio;
(b) the as defined below). The per share exercise price per Parent Share under the new option for each Substitute Option shall be equal to (x) the current exercise price per share of Company Common Stock in effect divided by the Option Exchange Ratio, and each Substitute Option otherwise shall after the Effective Date be subject to all of the other terms and conditions of the original Option to which it relates. Prior to the Effective Date, the Company shall take such additional actions as are reasonably necessary under the original applicable agreements and Option Plan to provide that each outstanding Option shall, from and after the Effective Date, represent only the right to purchase, upon exercise, ordinary shares of Parent and Parent shall take such additional actions as are reasonable and necessary under applicable law in order to effect the issuance of such Substitute Options to such holders. Except as set forth in Section 4.3 of the Company Disclosure Schedule, the vesting of no Option shall be accelerated by reason of the Merger unless the agreement or arrangement under which it was granted or by which it is otherwise governed specifically provides for such acceleration. For avoidance of doubt, it is the intention of Parent and the Company that the Substitute Options be identical in all respects to the Options (except for the number and type of shares for which they shall be exercisable and the exercise price thereof) and that, without limitation, (i) all terms of the plans under which such Options were issued and (ii) all policies set forth in Section 4.3 of the Company Disclosure Schedule, shall apply thereto from and after the Effective Date.
(b) For purposes of this Agreement, the term "Option Exchange Ratio" shall mean the ratio of (x) $4.00 to (y) the U.S. dollar equivalent of the average of the middle-market closing price per share of the Parent ordinary shares on the Alternative Investment Market of the London Stock Option immediately Exchange, as shown in the "London Stock Exchange Daily Official List," for each of the ten trading days ending two trading days prior to the Effective Time divided by (y) the Exchange Ratio;
(c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementDate.
Appears in 1 contract
Stock Options. At (i) On the Effective Time, the Company Stock Plan and each option granted by the Company to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Options") which is outstanding and unexercised immediately prior to the Effective Time, shall be assumed by Parent, Date and each of the first four (4) anniversaries of the Effective Date on which the Executive remains employed hereunder, the Executive shall be granted an Option to purchase Sixty Thousand (60,000) shares of Common Stock. In the event the Executive's employment hereunder is terminated by the Company Stock without Cause or by the Executive for Good Reason prior to the Expiration Date, the Executive shall be granted, as of the date of such Termination of Employment, a number of Options equal to Three Hundred Thousand (300,000) minus the number of Options previously granted pursuant to the immediately preceding sentence.
(ii) All Options described in paragraph (i) shall be granted subject to the following terms and conditions: (A) the Options shall be converted into an option to purchase shares of Common Stock of Parent in such number granted under and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):
(a) the number of Parent Shares to be subject to the new option Option Plan; (B) the exercise price of the Options shall be, (A) in the case of the Options granted on the Effective Date, $48.375 per share and (B) in the case of the Options granted thereafter, the last reported sale price of the Common Stock on the Nasdaq National Market System (or other principal trading market for the Common Stock) at the close of the trading day immediately preceding the date as of which the grant is made; (C) twenty-five percent (25%) of the Options shall vest on each of the first four (4) annual anniversaries of the date of grant, provided that in the event of a Contract Non-Renewal, all such Options shall vest and become exercisable on the Expiration Date and in the event of a Termination of Employment by the Executive for Good Reason or a Termination of Employment by the Company other than for Cause, all such Options shall vest and become exercisable on the date of such Termination of Employment; (D) each Option shall be equal to exercisable for the product ten (10) year period following the date of grant; (xE) each Option shall be evidenced by, and subject to, an Option Agreement; and (F) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio;
(b) the exercise price per Parent Share under the new option granted shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio;
(c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;adjustment for any subsequent stock splits.
(diii) Except as otherwise provided in paragraph (ii) above, the adjustments provided herein with respect to Option Agreements shall specify that the Options shall remain exercisable for the periods described in paragraph (ii) above notwithstanding any options that are "incentive stock options" (as defined in Section 422 Termination of the Code) shall be effected in Employment, other than a manner consistent with the requirements Termination of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under Employment by the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementCause.
Appears in 1 contract
Sources: Employment Agreement (Chancellor Media Mw Sign Corp)
Stock Options. At (a) Subject to Section 5.5(b), at the Effective Time, all rights with respect to Company Common Stock under each Company Option then outstanding, except for Company Options outstanding under the Company's Non-Employee Directors' Stock Option Plan, shall be converted into and become rights with respect to Parent Common Stock, and Parent shall assume each such Company Option in accordance with the terms (as in effect as of the date of this Agreement or, for Company Options granted after the date hereof, as in effect on the date of such grants) of the Stock Plan under which it was issued and each option granted by or the Company to purchase shares of Common Stock terms of the Company pursuant to the Company Stock Plan ("Company Stock Options") stock option agreement by which it is outstanding evidenced. From and unexercised immediately prior to after the Effective Time, shall be (i) each Company Option assumed by Parent, and each of the Company Stock Options shall Parent may be converted into an option to purchase exercised solely for shares of Parent Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time Stock, (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):
(aii) the number of shares of Parent Shares to be Common Stock subject to the new option each such Company Option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original such Company Stock Option immediately prior to the Effective Time and (y) multiplied by the Exchange Ratio;
, rounding down to the nearest whole share, (biii) the per share exercise price under each such Company Option shall be adjusted by dividing the per Parent Share share exercise price under such Company Option by the Exchange Ratio and rounding up to the nearest cent and (iv) any restriction on the exercise of any such Company Option shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged. All Company Options granted and outstanding under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Company's Non-Employee Directors' Stock Option Plan shall terminate immediately prior to the Effective Time divided by (y) Time. The rights of participants in the Exchange Ratio;
(c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein ESPP with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Optionsoffering period beginning June 1, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded 2001 under the Company Stock Plans or any other planESPP shall continue in effect until such offering period terminates on March 31, program or arrangement 2002 pursuant to the Company ESPP provided, however, if the stockholders of the Company or do not approve an increase of 500,000 shares of Company Common Stock under the Company ESPP at the Company's Annual Meeting of Stockholders on May 22, 2001, the Company shall terminate the Company ESPP and any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) outstanding offering periods prior to the Effective Time, . Parent shall take all necessary action to assume as of file with the SEC, no later than 20 days after the date on which the Effective Time all obligations undertaken by Parent under this Section 6.03occurs, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number relating to the shares of Parent Shares representing the number of Parent Shares subject Common Stock issuable with respect to the Company Options assumed options and shall maintain by Parent in accordance with this Section 5.5(a).
(b) Prior to the effectiveness of such registration statement (and maintain Effective Time, the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate withtake all action that may be necessary (under the Stock Plans pursuant to which Company Options are outstanding and otherwise) to effectuate the provisions of this Section 5.5 and to ensure that, from and assist Parent after the Effective Time, holders of Company Options have no rights in connection with the preparation of, such registration statementMerger with respect thereto other than those specifically provided in this Section 5.5.
Appears in 1 contract
Stock Options. At (a) On the Effective TimeClosing Date, LSI shall use its reasonable best efforts to provide that all share options (the Company Stock Plan and each "Old Options") then outstanding under LSI's share option granted by plans (the Company to purchase shares of Common Stock of the Company "Option Plans"), shall, pursuant to the Company Option Exchange Agreements, be exercised for shares of LSI Stock Plan ("Company Stock Options") which is outstanding and unexercised immediately prior to the Effective TimeExchange), or exchanged in accordance with the Option Exchange Agreements for options for Mizar Common Stock ("New Options"), to the effect that (i) the holder of each such New Option, upon its exercise in accordance with its terms, shall be assumed by Parent, and each entitled to receive that whole number of the Company Stock Options shall be converted into an option to purchase shares of Mizar Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior (rounded to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):
(anearest whole share) the number of Parent Shares to be subject to the new option shall be equal to the product of (x) into which the number of shares of Company Common LSI Stock subject to the original Company Stock Old Option immediately prior to the Effective Time and (y) exchanged for such New Option would be converted based upon the Exchange Ratio;
, (b) the exercise price per Parent Share under the new option shall be equal to (xii) the exercise price per share of Company Mizar Common Stock in effect under the original Company New Options shall be equal to the exercise price per share of LSI Stock applicable to such Old Option immediately prior to the Effective Time Exchange, divided by (y) the Exchange Ratio;
, and converted into U.S. dollars using the average currency conversion rate for converting British Pounds into U.S. dollars over the ten (c10) in effecting such assumption days ending on the second day before the Closing Date (and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share nearest cent), and (iii) all other terms and conditions of the aggregate exercise price New Options shall be rounded up, if necessary, to substantially the next whole cent;
(d) the adjustments provided herein with respect to any options that are "incentive stock options" (same as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective Old Options, as more explicitly set forth in the Option Exchange Agreements. The terms of the Stock New Options shall acknowledge the fact that a triggering event shall have occurred under the Old Options as a result of the Exchange. From and after the date of this Agreement, no additional options shall be granted by LSI under the Option Plans or otherwise.
(b) It is intended that the New Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) herein, shall not give to any holder thereof any benefits in addition to those which such holder had prior to the Effective Time, Parent conversion of the Old Options into New Options. Mizar shall take all corporate action necessary action to assume as reserve for issuance a sufficient number of shares of Mizar Common Stock for delivery upon exercise of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed optionsNew Options. No later than twenty (20) days As soon as practicable after the Effective TimeClosing Date, Parent Mizar shall prepare and file with the SEC a registration statement statement, or an amendment to an existing registration statement, under the Securities Act of 1933, as amended (the "Securities Act"), on Form S-8 (or another appropriate other successor form) registering a number with respect to the unissued shares of Parent Shares representing the number of Parent Shares Mizar Common Stock subject to the assumed options any unexercised New Options and shall use its best efforts to maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options New Options remain outstanding. The Company In addition, Mizar will cause the shares of Mizar Common Stock issuable under the New Options to be listed on the NMS.
(c) Approval by the stockholders of Mizar of this Agreement shall cooperate with, constitute authorization and assist Parent approval of any and all of the actions described in the preparation of, such registration statementthis Section 2.4.
Appears in 1 contract
Stock Options. At (a) As soon as practicable following the date of this Agreement, the Board of Directors of AVEMCO (or, if appropriate, any committee administering the AVEMCO Stock Option Plans) shall adopt such resolutions or take such other actions as may be required to effect the following with respect to all options to purchase shares of AVEMCO Common Stock granted under the AVEMCO Stock Option Plans or otherwise ("Options") not exercised prior to the Closing Date: (i) adjust the terms of all such Options to purchase shares of AVEMCO Common Stock to provide that, at the Effective Time, each Option outstanding immediately prior to the Company Effective Time shall be deemed to constitute an option to acquire, on substantially the same terms and conditions, as were applicable to such Option under the terms of such Option and the applicable AVEMCO Stock Plan and each option granted by Option Plans, the Company to purchase same number of shares of HCCH Common Stock (rounded down to the nearest whole share) as the holder of the Company such Option would have been entitled to receive pursuant to the Company Stock Plan ("Company Stock Options") which is outstanding and unexercised Merger had such holder exercised such Option in full immediately prior to the Effective Time, shall be assumed by Parent, and each of at a price per share equal to (y) the Company Stock Options shall be converted into an option to purchase aggregate exercise price for the shares of AVEMCO Common Stock of Parent in otherwise purchasable pursuant to such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time Option divided by (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):
(a) the number of Parent Shares to be subject to the new option shall be equal to the product of (xz) the number of shares of Company HCCH Common Stock subject deemed purchasable pursuant to the original Company such Option; provided, however, that (i) no certificate or scrip representing fractional shares of HCCH Common Stock shall be issued in respect of any Option immediately prior as adjusted pursuant to the Effective Time this Section 2.5 and (yii) any such fractional share will not entitle the Exchange Ratio;
(b) the exercise price per Parent Share under the new option shall be equal owner thereof to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio;
(c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect vote or to any options rights of a shareholder of HCCH; provided, further, that are "incentive stock options" (as defined in the case of any option to which Section 421 of the Code applies by reason of its qualification under any of Section 422 of the Code) Code ("qualified 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 effected determined in a manner consistent order to comply with the requirements of Section 424(a) of the Code;; and (ii) make such other changes to the AVEMCO Stock Option Plans as it deems appropriate to give effect to the Merger (subject to the approval of HCCH, which shall not be unreasonably withheld).
(eb) Any provisions in the AVEMCO Stock Option Plans providing for the issuance, transfer or grant of any capital stock of AVEMCO or any interest in respect of any capital stock of AVEMCO shall be deleted as of the Effective Time, and AVEMCO shall use commercially reasonable efforts to ensure that following the Effective Time no holder of an Option or any participant in any AVEMCO Stock Option Plan shall have any right thereunder to acquire any capital stock of AVEMCO, HCCH or the Surviving Corporation, except as contemplated in this Section 2.5. 7 13 (c) As soon as practicable after the Effective Time, HCCH shall deliver to the extent required under holders of Options appropriate notices setting forth such holder's rights pursuant to the respective AVEMCO Stock Option Plans and the agreements evidencing the grants of such Options shall continue in effect on substantially the same terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, conditions (subject to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options adjustments required by this Section 2.5 after giving effect to the Merger Merger). Except as otherwise provided in this Section 2.5, HCCH shall comply with the terms of the AVEMCO Stock Option Plans and ensure, to the assumption by Parent extent required by, and subject to the provisions of such AVEMCO Stock Option Plans, that the Options which qualified as set forth above; and
(f) incentive stock options prior to the Effective Time, Parent shall take all necessary action Time continue to assume qualify as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days incentive stock options after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statement.
Appears in 1 contract
Stock Options. (a) At the Effective Time, the Company Stock Plan and each option granted by the Company to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Options") which is then-outstanding and unexercised immediately prior to the Effective Time, shall be assumed by Parent, and each of the Company Stock Options shall be converted into an option to purchase shares of Company Common Stock (collectively, the “Options”) under Company’s 1993 Stock Option Plan, as amended, 1998 Stock Option Plan, as amended, and 2002 Stock Plan, as amended (collectively, the “Stock Option Plans”), including unvested Options, shall be cancelled (i) in the case of Parent in such number and at such an Option having a per share exercise price as provided below and otherwise having less than the same terms and conditions as in effect Merger Consideration, for the right to receive for each share of Company Common Stock subject to such Option immediately prior to the Effective Time an amount (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):
(a) the number of Parent Shares to be subject to the new option shall be any applicable withholding tax) in cash equal to the product of (xA) the number of shares of Company Common Stock subject to the original Company Stock such Option immediately prior to the Effective Time and (yB) the Exchange Ratio;amount by which the Merger Consideration exceeds the per share exercise price of such Option (such amount being hereinafter referred to as the “Option Consideration”); or (ii) in the case of an Option having a per share exercise price equal to or greater than the Merger Consideration, without the payment of cash or issuance of other securities in respect thereof. The cancellation of an Option as provided in the immediately preceding sentence shall be deemed a release of any and all rights the holder thereof had or may have had in respect of such Option. Company shall take such actions as may be necessary to accelerate all Options that are not vested Options as of the Effective Time.
(b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior Prior to the Effective Time divided Time, Company shall take such actions as may be necessary to give effect to the transactions contemplated by this Section 2.2, including, but not limited to, satisfaction of the requirements of Rule 16b-3(e) under the Securities Exchange Act of 1934, as amended (y) together with the rules and regulations promulgated thereunder, the “Exchange Ratio;Act”).
(c) in effecting such assumption and conversionExcept as otherwise agreed to by the parties, (i) the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to Plans shall terminate as of the next whole share Effective Time and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined provisions in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of Company or any Subsidiary thereof shall be canceled as of the Effective Time and (ii) Company shall insure that following the Effective Time no participant in the Stock Option Plans or other plans, programs or arrangements shall have any right thereunder to acquire any equity securities of Company, the Surviving Corporation or any Subsidiary thereof and to terminate all such plans.
(d) Company shall take all actions necessary pursuant to the terms of the Company or any of its subsidiaries, ESPP (as defined in Section 8.3) to shorten each currently ongoing purchase and/or offering period under such plan which extends beyond the Effective Time (the “Current Offerings”) such that a new purchase date for each such Current Offering shall occur prior to the extent that such restrictions or limitations Effective Time and shares shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption be purchased by Parent as set forth above; and
(f) Company ESPP participants prior to the Effective Time, Parent . The Company ESPP shall take all necessary action terminate immediately prior to assume as the earlier of (i) the Effective Time all obligations undertaken or (ii) the date upon which the Company ESPP terminates by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal its terms. Subsequent to the number date of Parent Shares subject this Agreement, Company shall take no action, pursuant to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status terms of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate withESPP, and assist Parent in the preparation of, such registration statementto commence any new purchase and/or offering period.
Appears in 1 contract
Stock Options. At The Bidder herewith undertakes towards the Effective TimeCompany, and to the Company benefit of each holder of Stock Plan and each option granted by Options (Section 328 para. 1 of the Company to purchase shares of Common Stock German Civil Code), that, upon request of the Company pursuant (which the Bidder undertakes not to prevent and undertakes to procure that it not be prevented by Supervisory Board Members appointed by the Bidder), it shall offer to each holder of Stock Options to pay a cash compensation for each Stock Option which has not been forfeited or terminated, irrespective of whether it has vested or the waiting period has expired, equal to the Company Total Offer Consideration less the respective strike price of the Stock Option as determined in accordance with the respective Stock Option Plan ("Company Stock OptionsOption Consideration") which is outstanding and unexercised immediately prior ), subject to the Effective Time, shall be assumed by Parent, and each only conditions that (i) the respective holder of Stock Options waives the Stock Options to the benefit of the Company (Section 328 para. 1 of the German Civil Code), such waiver becoming effective upon receipt of the Stock Option Consideration by the respective holder of Stock Options and (ii) the Completion of the Offer occurs, it being understood that the holders of Stock Options shall not be converted into an option obliged to purchase shares of Common Stock of Parent in accept such number offer and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):
(aiii) the number of Parent Shares to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio;
(b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio;
(c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under does not exceed 3,374,169 on the Company Stock Plans or any other plan, program or arrangement date of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain this Business Combination Agreement as listed in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstandingExhibit 4 attached hereto. The Company shall cooperate with, undertakes not to grant any additional stock options after execution of this Business Combination Agreement by both Parties. Bidder hereby expressly confirms that he has at his disposal the means necessary to buy all Company Shares not held by it at the Offer at the time when the Offer becomes due and assist Parent in payable (fällig) and that a bank will issue the preparation of, such registration statementfinancing confirmation as required by Section 13 of the Takeover Act.
Appears in 1 contract
Stock Options. All options which may be exercised for issuance of Company Common Stock (each, a "Stock Option" and collectively the "Stock Options") are described in Section 1.6 of the Company Disclosure Schedule and are issued and outstanding pursuant to the Company's 1999 Incentive Stock Option Plan and the Company's 2004 Incentive Stock Option Plan (the "Company Stock Option Plans") and the agreements pursuant to which such Stock Options were granted (each, an "Option Grant Agreement"). True and complete copies of the Company's Stock Option Plans and all Option Grant Agreements relating to outstanding Stock Options have been delivered to Buyer. At the Effective Time, the Company Stock Plan and each option granted by the Company to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Options") which is outstanding and unexercised immediately prior to the Effective Time, shall be assumed by Parent, and each of the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):,
(ai) the number of Parent Shares to be subject to the new option shares of Buyer Common Stock covered by each New Option shall be equal to the product of (x) the number of shares of Company Common Stock subject to covered by the original Company corresponding Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio and (y) the Exchange Ratio;
(bii) the exercise price per Parent Share under the new option for each New Option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company corresponding Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio;
(c) . In substantially all respects, the terms of each New Option shall otherwise be identical to the terms of the corresponding Stock Option in effect immediately prior to the consummation of the Merger, subject to any provisions in the Company Stock Option Plans which require acceleration of vesting as a result of the consummation of the Merger. In effecting such assumption and conversion, the aggregate number of Parent Shares shares of Buyer Common Stock to be subject to each assumed Company Stock New Option will be rounded up or down, if necessary, to the next nearest whole share (with one-half being rounded up) and the aggregate exercise price shall be rounded upup or down, if necessary, to the next nearest whole cent;
cent (d) with one-half being rounded up). At the Effective Time, the Company Stock Option Plans shall be terminated. The adjustments provided herein with respect to any options Stock Options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in such manner as shall not cause a manner consistent with modification, extension or renewal of the requirements Stock Options, within the meaning of Section 424(a) of the Code;
(e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and
(f) prior . Prior to the Effective Time, Parent the Company shall take or cause to be taken all necessary action actions required under the Company Stock Option Plans to assume as provide for the foregoing. At the request of the Effective Time all obligations undertaken by Parent under this Section 6.03any holder of New Options, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent Buyer shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness assist such holder in effecting cashless exercises of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent New Options with third-party brokers in the preparation of, same manner that Buyer assists holders of stock options granted by Buyer under its stock options plans to effect cashless exercises of such registration statementoptions with third-party brokers.
Appears in 1 contract
Stock Options. At the Effective Time, each outstanding option, warrant or other right to purchase Shares (a "COMPANY STOCK OPTION" or collectively, "COMPANY STOCK OPTIONS") issued pursuant to the Company's 1992 Incentive Stock Option Plan, 1992 Nonqualified Stock Option Plan, 1997 Employee Stock Purchase Plan, 1997 Equity Incentive Plan, 1997 Employee Stock Purchase Plan for Non-United States Employees, 2003 J.D. Edwards & Company Stock Equity Incenti▇▇ ▇▇▇▇, ▇▇▇centric 2000 Equity Compensation Plan and each option granted by or other agreement or arrangement, whether vested or unvested, shall be converted as of the Company Effective Time into an option, warrant or right, as applicable, to purchase shares of Parent Common Stock of the Company in accordance with this Section 1.15. All plans or agreements described above pursuant to the which any Company Stock Plan (Option has been issued or may be issued other than outstanding warrants or rights are referred to collectively as the "COMPANY PLANS." At the Effective Time, each Company Stock Options"Option to purchase one Share so converted shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable to such Company Stock Option as set forth in the applicable Company Plan and the agreement(s) which is outstanding and unexercised evidencing the grant thereof immediately prior to the Effective Time, shall be assumed by Parentincluding provisions with respect to vesting, and each (i) a number of the Company Stock Options shall be converted into an option to purchase shares of Parent Common Stock of Parent in such number equal to the Exchange Ratio and (ii) the Per Share Cash Amount, at such the same exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time Time; provided, however, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under Section 422 through Section 424 of the Code (except "INCENTIVE STOCK OPTIONS" or "ISOS"), to the extent that such termspermitted by Applicable Law, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):
(a) the number of Parent Shares to be subject to the new option shall be equal to the product of (x) price, the number of shares purchasable pursuant to such option and the terms and conditions of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio;
(b) the exercise price per Parent Share under the new of such option shall be equal determined so as to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio;
(c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;
(d) the adjustments provided herein comply with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code;
(e) except to Code and it is the extent required under the respective terms intention of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent parties that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent options will qualify as set forth above; and
(f) prior to incentive stock options following the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statement.
Appears in 1 contract
Sources: Agreement and Plan of Merger and Reorganization (Edwards J D & Co)