Stock Plans and Options. During the Employment Term, the Executive shall be eligible to participate in any stock option, incentive and similar plans established by the Company from time to time and at any time and the Company shall grant to the Executive or cause to be granted to him stock options and other benefits similar to the options and benefits granted to other executives subject in all cases to the satisfaction by the Executive of the terms and conditions of such plans and to the reasonable exercise by the Board of Directors of any discretion granted to it or them thereunder.
Stock Plans and Options. (a) Except as provided in Section 7.8(b), at the Effective Time, each outstanding option to purchase Shares under the Stock Plans, other than any option granted under the Company's Employee Stock Purchase Plan (collectively, the "Options"), whether vested or unvested, shall be converted into an option to acquire, on the same terms and conditions as were applicable under such Option, the number of shares of Common Stock, par value $0.25 per share of Purchaser (the "Purchaser Common Stock") equal to (a) the number of Shares subject to the Option, multiplied by (b) (i) the Merger Consideration, divided by (ii) the average of the high and low price of Purchaser Common Stock on the trading day immediately preceding the date of the Effective Time as reported in the New York City edition of The Wall Street Journal (rounded down to the nearest whole number) (a "Replacement Option"), at an exercise price per share (rounded up to the nearest whole cent) equal to (y) the aggregate exercise price for the Shares which were purchasable pursuant to such Option divided by (z) the number of full shares of Purchaser Common Stock subject to such Replacement Option in accordance with the foregoing. At or prior to the Effective Time, the Company shall take all action necessary with respect to the Stock Plans to permit the replacement of the outstanding Options by Purchaser pursuant to this Section 7.8(a) and as soon as practicable after the Effective Time Purchaser shall use its reasonable best efforts to register under the Securities Act on Form S-8 or other appropriate form (and use its reasonable best efforts to maintain the effectiveness thereof) shares of Purchaser Common Stock issuable pursuant to all Replacement Options. The Company shall take all action necessary, including obtaining any required consents from optionees, to provide that following the Effective Time no participant in any Stock 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 permit Purchaser to assume the Stock Plans (other than the Company's Employee Stock Purchase Plan, with respect to which the Company shall take all action necessary to terminate such plan immediately prior to the Effective Time). The Company shall further take all action necessary to amend the Stock Plans, to eliminate automatic grants or awards thereunder following the Effective Time. At the Effective...
Stock Plans and Options. (a) Entravision shall provide to each holder of an outstanding option to purchase ZSPN Common Stock (a "ZSPN Option") under the ZSPN 1999 Stock Incentive Plan the notice (if any) required pursuant to such plan.
(b) From and after the Effective Time, each outstanding ZSPN Option shall be assumed by Entravision and shall be deemed to constitute a substitute option under the Entravision Communications Corporation 2000 Omnibus Equity Incentive Plan to acquire, on the same terms and conditions as were applicable under such ZSPN Option (including credit for vesting periods elapsed under the ZSPN 1999 Stock Incentive Plan), a number of shares of Entravision Class A Common Stock (rounded down to the nearest whole number) equal to the product of (i) the number of ZSPN shares pursuant to such ZSPN Option and (ii) ZSPN Share Consideration divided by (iii) the Entravision Share Consideration. The exercise price per share of Entravision Class A Common Stock (rounded up to the nearest whole cent) pursuant to such newly issued Entravision option shall be calculated as the quotient of (a) the exercise price per share of ZSPN Common Stock pursuant to such ZSPN Option and (b) the quotient of ZSPN Share Consideration and the Entravision Share Consideration. An illustration of the above calculation is attached hereto as Annex II. --------
(c) As soon as practicable after the Effective Time, Entravision shall deliver to the participants in the ZSPN 1999 Stock Incentive Plan an appropriate notice setting forth such participants' rights pursuant thereto and the substitute grants pursuant to the Entravision Communications Corporation 2000 Omnibus Equity Incentive Plan shall continue in effect on the same terms and conditions (including vesting and repurchase rights, restrictions on transfer and other contractual obligations, and subject to the adjustments required by this Section 9.3 after giving effect to the Merger). Entravision shall provide in the substitute option agreements that ZSPN Options which qualified as incentive stock options pursuant to Section 422 of the IRC prior to the Effective Time will continue to so qualify after the Effective Time.
(d) Entravision shall take all corporate action necessary to reserve and make available for issuance a sufficient number of shares of Entravision Class A Common Stock for delivery upon the exercise of options substituted for the ZSPN Options assumed in accordance with this Section 9.
Stock Plans and Options. Section 7.8 of the Merger Agreement is hereby amended by deleting the current text thereof in its entirety and inserting in lieu thereof the following:
Stock Plans and Options. (a) At the Effective Time, the Lexington Options shall be assumed by Buyer. Each Lexington Option so assumed by Buyer under this Agreement shall continue to have, and be subject to, substantially the same terms and conditions as were applicable under the Lexington Incentive Plan and the documents governing such Lexington Option immediately before the Effective Time, except that (i) such Lexington Option will vest and become immediately exercisable to the extent set forth in the Lexington Incentive Plan and the documents governing such Lexington Option and (ii) each Lexington Option will be exercisable for that number of whole shares of Buyer Common Stock equal to the product of the number of shares of Lexington Common Stock that were issuable upon exercise of the option immediately before the Effective Time multiplied by the Option Ratio (as defined in Section 7.8(d)) and rounded down to the nearest whole number of shares of Buyer Common Stock, and the per-share exercise price for the shares of Buyer Common Stock issuable upon exercise of such assumed Lexington Option will be equal to the quotient determined by dividing the exercise price per share of Lexington Common Stock at which the option was exercisable immediately before the Effective Time by the Option Ratio, rounded up to the nearest whole cent. It is the intention of the parties that the Lexington Options so assumed by Buyer qualify following the Effective Time as "incentive stock options," as defined in Section 422 of the Code, to the extent such options qualified as incentive stock options immediately before the Effective Time.
(b) At the Effective Time, each share of Lexington Restricted Stock as to which restrictions have not lapsed pursuant to the terms of the Lexington Incentive Plan and the documents governing the Lexington Restricted Stock shall continue to have, and be subject to, substantially the same terms and conditions as were applicable under the Lexington Incentive Plan and the documents governing such shares of Lexington Restricted Stock immediately before the Effective Time, except that there shall be substituted for the shares of Lexington Common Stock a number of shares of Buyer Common Stock equal to the product obtained by multiplying the number of shares of Lexington Restricted Stock by the Option Ratio, and rounding the result to the nearest whole number of shares of Buyer Common Stock. The resulting number will equal the number of shares of Buyer Restricted Stock, so that ...
Stock Plans and Options. (a) Purchaser agrees to assume, as of the Closing Date, each outstanding option to purchase shares of Symbios Common Stock set forth in Section 3.4 of the Disclosure Schedule or as permitted by Section 5.6(b) of this Agreement (a "Symbios Stock Option") which shall thereupon become an option to purchase shares of Purchaser Common Stock (the "Assumed Option"). Seller shall cause the Company to use all means necessary to effectuate the foregoing including, without limitation, if necessary, conducting a merger into a subsidiary of Company, amending any stock plans or agreements and assisting Purchaser in obtaining any necessary consents from the holders of the Symbios Stock Options. The Assumed Option shall be on the same terms and conditions as the Symbios Stock Option except that (i) the number of shares of Purchaser Common Stock purchasable under the Assumed Option shall be equal to the number of shares of Symbios Common Stock purchasable under the Symbios Stock Option immediately prior to the Closing multiplied by the Exchange Ratio (rounded down to the nearest whole share) and (ii) the exercise price of the Assumed Option shall be equal to the exercise price of the Symbios Stock Option immediately prior to the Closing divided by the Exchange Ratio (rounded up to the nearest whole cent). The "Exchange Ratio" shall equal the quotient of (x) the Fully Diluted Per-Share Purchase Price and (y) the average of the closing prices of Purchaser Common Stock for the five trading days immediately prior to the Closing Date as reported on the New York Stock Exchange.
Stock Plans and Options. 43 7.11 Consents............................................................................................ 44 7.12 Pilgrim Mutual Fund Assets Under Management......................................................... 44 7.13 Additional Agreements; Reasonable Efforts........................................................... 44 7.14
Stock Plans and Options. 47 Section 6.12
Stock Plans and Options. (a) From and after the Effective Time, each outstanding Company Stock Option, all of which are set forth in Schedule A, shall be assumed by Xxxxxxx and shall pursuant to the terms of such options be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, the number of shares of Xxxxxxx Stock set forth in Schedule A with respect to such Company Stock Option at the price per share set forth in Schedule A with respect to such Company Stock Option. All other terms of such Company Stock Options shall remain in effect.
(b) Company shall take all actions necessary so that following the Effective Time no holder of a Company Stock Option or any participant in any Employee Benefit Plan shall have any right thereunder to acquire capital stock of Company, SAC or the Surviving Corporation. Company shall take all actions necessary so that, as of the Effective Time, none of Company, SAC, the Surviving Corporation of any of their respective subsidiaries is or will be bound by any Company Stock Options, other options, warrants, rights or agreements which would entitle any person, other than Xxxxxxx, SAC or its affiliates, to own any capital stock of Company, SAC, the Surviving Corporation or any of their respective subsidiaries or to receive any payment in respect thereof, except as otherwise provided in Article II or Section 7.9(a).
Stock Plans and Options. During the Employment Term, the Executive shall be eligible to participate in any stock option, incentive and similar plans established by the Company from time to time and at any time and the Company shall grant to the Executive or cause to be granted to him stock options and other benefits similar to the options and benefits granted to other executive officers subject in all cases to the satisfaction by the Executive of the terms and conditions of such plans and to the reasonable exercise by the Board of Directors of any discretion granted to it or them thereunder. On the effective date of this Agreement, the Executive shall be granted options to purchase sixty thousand (60,000) shares of Common Stock of the Company, at market value on the date of grant, vesting over a 4 year period pursuant to the terms of the Company's 1999 Stock Incentive Plan.
