Stock Plans Sample Clauses

Stock Plans. With respect to the stock options (the “Stock Options”) granted pursuant to the stock-based compensation plans of the Company and its subsidiaries (the “Company Stock Plans”), (i) each Stock Option intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), so qualifies, (ii) each grant of a Stock Option was duly authorized by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any), to the Company’s knowledge, was duly executed and delivered by each party thereto, (iii) each such grant was made in all material respects in accordance with the terms of the Company Stock Plans, and (iv) each such grant was properly accounted for in accordance with generally accepted accounting principles as applied in the United States (“GAAP”) in the financial statements (including the related notes) of the Company.

Stock Plans. (a) The Company shall take all actions necessary to provide that, at the Effective Time, (i) each then outstanding option to purchase shares of Company Common Stock (the "Options") granted under any of the Company's stock option plans referred to in Section 4.2 hereof, each as amended (collectively, the "Option Plans"), whether or not then exercisable or vested, shall be cancelled and (ii) in consideration of such cancellation, such holders of Options shall receive for each Share subject to such Option an amount (subject to any applicable withholding tax) in cash equal to the product of (A) the excess, if any, of the Offer Price over the per share exercise price of such Option and (B) the number of Shares subject to such Option (such amount being herein referred to as the "Option Price"); provided, however, that the Company shall obtain all necessary consents or releases from holders of Options to effect the foregoing. Upon receipt of the Option Price, the Option shall be cancelled. The surrender of an Option to the Company shall be deemed a release of any and all rights the holder had or may have had in respect of such Option. As promptly as practicable following the consummation of the Merger, the Purchaser shall provide the Company with the funds necessary to satisfy its obligations under this Section 2.12(a). (b) Except as provided herein or as otherwise agreed to by the parties and to the extent permitted by the Option Plans, (i) the Company shall cause the Option Plans to terminate as of the Effective Time and shall provide for the payment of any benefit due under such Option Plans in cash; (ii) the Company shall cause the provisions in any other plan, program or arrangement, which currently provides or previously provided for the issuance or grant by the Company of any interest in respect of the capital stock of the Company, or for payments based on the value of the capital stock of the Company (each such other plan being referred to as an "Other Stock Plan") to terminate as of the Effective Time and shall provide for the payment of any benefit due under such plans in cash; and (iii) the Company shall take all action necessary to ensure that following the Effective Time no holder of Options or any participant in the Option Plans or in any Other Stock Plan shall have any right thereunder to acquire any equity securities of the Company, the Surviving Corporation or any subsidiary thereof, and to terminate all such plans. The Purchaser shall assure tha...

Stock Plans. (a) Conexant and Mindspeed will take all action necessary or appropriate so that each Conexant Split Option that is outstanding immediately prior to the Time of Distribution will be adjusted pursuant to the equitable adjustment and other provisions of the applicable Conexant Stock Plan under which such Conexant Split Option was granted in the manner described in this Section 4.01. The number of shares of Conexant Common Stock subject to such adjusted Conexant Split Option and the per-share exercise price of such adjusted Conexant Split Option will be determined as set forth on Schedule 4.01(a)(i). Each such adjusted Conexant Split Option will otherwise have the same terms and conditions as those in effect immediately prior to the adjustment. In addition, each person holding a Conexant Split Option that is outstanding immediately prior to the Time of Distribution will receive a Mindspeed Option pursuant to the equitable adjustment and other provisions of the applicable Conexant Stock Plan under which such Conexant Split Option was granted. The number of shares of Mindspeed Common Stock subject to such Mindspeed Option and the per-share exercise price of such Mindspeed Option will be determined as set forth on Schedule 4.01(a)(ii). Each such Mindspeed Option will otherwise have substantially the same terms and conditions as the corresponding Conexant Split Option being adjusted, except that references to Conexant will be changed to refer to Mindspeed and references to any of the Conexant Stock Plans will be changed to refer to Mindspeed's applicable stock option plan. (b) As of the Time of Distribution, Mindspeed will have established one or more stock option plans (the "Mindspeed Stock Plans") the purposes of which are to provide a means for Mindspeed to perform its obligations with respect to Mindspeed Options arising from the Conexant Split Options and which will be substantially similar in all material respects to the corresponding Conexant Stock Plan governing the Conexant Split Option from which the Mindspeed Option was derived and will provide that solely for purposes of vesting and treatment of the Mindspeed Options upon termination of employment, retirement, death or disability under the Mindspeed Stock Plans, continued employment of the holder of any Mindspeed Option who is not an Active Mindspeed Employee with such holder's current employer (or an Affiliate thereof) (including a Returning Mindspeed Employee's continued employment with Conexant (or...

Stock Plans. Executive shall be entitled to participate in the Company's Stock Option Plans, Employee Stock Purchase Plans and such other stock-related plans as may be applicable to executives of the Company and to receive such stock option grants and any and all other rights of participation as may be provided therein.

Stock Plans. (a) Each Company Stock Option, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall, as of the Effective Time, automatically and without any action on the part of the holders thereof, vest and be converted into a Parent Stock Option on the same terms and conditions (except as provided in this Section 6.04(a)) as were applicable under such Company Stock Option immediately prior to the Effective Time, to purchase (i) that number of shares of Parent Common Stock equal to the product determined by multiplying (A) the total number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time by (B) the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, (ii) at a per-share exercise price equal to the quotient determined by dividing (A) the exercise price per share of Company Common Stock at which such Company Stock Option was exercisable immediately prior to the Effective Time by (B) the Exchange Ratio, and rounding the resulting per-share exercise price up to the nearest whole cent. (b) Each Company SAR granted, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall, as of the Effective Time, automatically and without any action on the part of the holders thereof, vest and be converted into a stock appreciation right (a “Parent SAR”), on the same terms and conditions (except as provided in this Section 6.04(b)) as were applicable under such Company SAR immediately prior to the Effective Time, corresponding to (i) that number of shares of Parent Common Stock equal to the product determined by multiplying (A) the total number of shares of Company Common Stock corresponding to such Company SAR immediately prior to the Effective Time by (B) the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, (ii) at a per-share base price equal to the quotient determined by dividing (A) the base price per share of Company Common Stock corresponding to such Company SAR immediately prior to the Effective Time by (B) the Exchange Ratio, and rounding the resulting per-share base price up to the nearest whole cent. (c) Effective as of the Effective Time, each Company RSU (other than a Company Rollover RSU) shall, as of the Effective Time, whether or not then vested or free of conditions to payment, vest and automatically and without any action on the part of the holder thereof, ...

Stock Plans. The term "Stock Plans" shall mean the Interface, Inc. Omnibus Stock Incentive Plan, the Interface, Inc. Key Employee Stock Option Plan (1993), the Interface, Inc. Offshore Stock Option Plan, and the Interface Flooring Systems, Inc. Key Employee Stock Option Plan, together with any other incentive stock plans adopted by the Company during the term of this Agreement.

Stock Plans. In the sole discretion of the Board of Directors of ARC, Executive shall be eligible to participate in stock option, stock purchase, stock bonus and similar plans of ARC established from time to time by ARC.

Stock Plans. With respect to the stock options (the “Stock Options”) granted pursuant to the stock-based compensation plans of the Company and its subsidiaries (the “Company Stock Plans”), (i) each Stock Option intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), so qualifies, and each Stock Option allocated under Section 102 of the Income Tax Ordinance [New Version], 5721-1961, was allocated properly, (ii) each grant of a Stock Option was duly authorized by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any), to the Company’s knowledge, was duly executed and delivered by each party thereto, (iii) each such grant was made in all material respects in accordance with the terms of the Company Stock Plans, and (iv) each such grant was properly accounted for in accordance with generally accepted accounting principles as applied in the United States (“GAAP”) in the financial statements (including the related notes) of the Company.

Stock Plans. 36 Section 6.13

Stock Plans. (i) At the Effective Time of the Merger, (w) each outstanding option to purchase ISE, Inc. Class A Common Stock (an “ISE Stock Option”) granted pursuant to ISE, Inc.’s 2002 Stock Option Plan, the Omnibus Stock Plan or otherwise (together, the “ISE Stock Plans”), whether vested or unvested, shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such ISE Stock Option, the same number of shares of Holdco Common Stock as the holder of such ISE 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 of the Merger, at the same price per share as was in place immediately prior to the Effective Time, (x) each outstanding share of ISE, Inc. Class A Common Stock (“Restricted Stock”) issued as Restricted Stock pursuant to the ISE Stock Plans and converted into Holdco Common Stock in the Merger shall continue to constitute restricted stock subject to the same terms and conditions as applicable under the award of such Restricted Stock, (y) any other awards or grants of securities outstanding under the ISE Stock Plans shall be deemed to constitute awards or grants of Holdco securities comparable to such ISE, Inc. securities and having the same terms and conditions as applicable to them under such awards or grants and (z) all employment agreements of ISE, Inc. containing equity compensation elements shall be assumed by Holdco and the equity compensation elements therein shall relate to Holdco securities comparable to the ISE, Inc. securities provided for therein.