Target Options. At the Effective Time, each option outstanding under the Target Stock Option Plan ("Target Options"), whether vested or unvested, will be assumed by Acquiror. A true and complete list as of the date hereof of all holders of outstanding Target Options, including the number of shares of Target Common Stock subject to each such option, the exercise or vesting schedule, the exercise price per share, and the term of each such option is set forth in the Target Disclosure Schedule (as hereafter defined). On the Closing Date, Target shall deliver to Acquiror an update of such list current as of such date. Each such option so assumed by Acquiror under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Target Stock Option Plan and any other document governing such option immediately prior to the Effective Time, and any restriction on the exercisability of such Target Option shall continue in full force and effect, and the term, exercisability, vesting schedule, and other provisions of such Target Option shall remain unchanged. Consistent with the terms of the Target Stock Option Plan and the documents governing the outstanding options under such Plan, the Merger will not terminate any of the outstanding options under the Target Stock Option Plan or accelerate the exercisability or vesting of such options or the shares of Acquiror Common Stock which will be subject to those options upon the Acquiror's assumption of the options in the Merger. It is the intention of the parties that the options so assumed by Acquiror following the Effective Time will remain incentive stock options as defined in Section 422 of the Code to the extent such options qualified as incentive stock options prior to the Effective Time. Within 30 business days after the Effective Time, Acquiror will issue to each person who, immediately prior to the Effective Time was a holder of an outstanding option under the Target Stock Option Plan, a document in form and substance satisfactory to Target evidencing the foregoing assumption of such option by Acquiror.
Target Options. (i) Prior to the Effective Time, Target shall cause all stock options (“Target Stock Options”) issued pursuant to the Target Benefit Plans listed on Section 4.11(a)(1) of the Target Disclosure Letter to be vested and shall cancel such Target Stock Options immediately prior to the Effective Time for consideration equal to the difference between (1) the product of (I) Common Conversion Consideration Value times (II) the number of Target Common Shares issuable upon exercise of such Target Stock Option minus (2) the aggregate exercise price of such Stock Option, and if such Target Stock Options are not exercised prior to the Effective Time, such options shall terminate as of the Effective Time. “
Target Options. Effective immediately prior to the Effective Time and contingent upon consummation of the Merger, all outstanding options to purchase Target Common Stock (the "Target Options") issued under the Target's 1999 Stock Incentive Plan or any other stock option agreement between Target on the one hand and any of its employees, officers, directors, consultants or advisors, on the other hand (the "Target Stock Option Plans") shall terminate unexercised by virtue of the merger and be cancelled without any action on the part of the holder thereof. Between the date hereof and the Closing, Target shall use its reasonable best efforts (including making the receipt of any severance payment to which any individual is not contractually entitled contingent upon the execution of a Letter Agreement or other agreement containing similar terms) to obtain from each holder of unexercised Options an executed Letter Agreement in the form attached hereto as Exhibit D (the "Letter Agreement") acknowledging the cancellation of such unexercised options and the release of the Surviving Corporation from any and all liability or obligation in connection with each of such holder's Target Options.
Target Options. At the Effective Time, each holder of an outstanding option (collectively, the "Target Options") to purchase an Interest shall be entitled, in accordance with the terms of such option, to purchase after the Effective Time that number of shares of Acquirer's Common Stock, determined by multiplying the Percentage Interest (as defined in the agreement relating to such Target Option) subject to such Target Option on the Effective Date by 100,000, and the exercise price per share for each such Target Option will equal the aggregate exercise price of the Target Option immediately prior to the Effective Time divided by the number of shares of Acquirer's Common Stock as determined above. If the foregoing calculation results in an assumed option being exercisable for a fraction of a share, then the number of shares of Acquirer's Common Stock subject to such option will be rounded down to the nearest whole number with no cash being payable for such fractional share. The term, exercisability, vesting schedule, status as an "incentive stock option" under Sectxxx 000X xx xxx Xxxxxx Xxxxxx Xxxernal Revenue Code, if applicable, and all other terms of the Target Options will otherwise be unchanged. Continuous employment with the Target will be credited to an optionee for purposes of determining the number of shares subject to exercise after the Effective Time.
Target Options. Each Target Option issued and outstanding immediately prior to the Effective Time will, as of the Effective Time, automatically be terminated and converted (the “Option Termination and Conversion”) into a Parent Option exercisable for that number of whole shares of Parent Common Stock equal to the product (rounded down to the nearest whole number of shares Parent Common Stock, with no cash being payable for any fractional share eliminated by such rounding) of the number of shares of Target Common Stock that were issuable upon exercise of the Target Option immediately prior to the Effective Time, multiplied by 1.9947. The per share exercise price for the Parent Option shall be equal to the quotient (rounded up to the nearest whole cent) obtained by dividing the exercise price per share of Target Common Stock at which such Target Option was exercisable immediately prior to the Effective Time by 1.9947. The Parent Options shall be granted pursuant and subject to the Parent Option Plan and the applicable award agreement.
Target Options. Effective immediately prior to the Effective Time and contingent upon consummation of the Merger, all outstanding options to purchase Target Common Stock (the “Target Options”) issued under the Target’s 2003 Stock Option and Restricted Stock Purchase Plan, as amended, the Target’s 2007 Stock Incentive Plan, as amended (collectively, the “Target Stock Option Plans”), or otherwise, that have not been exercised shall be cancelled by virtue of the Merger without any action on the part of the holder thereof, and no Target Options shall be assumed by the Acquiror or the Surviving Corporation.
Target Options. Target covenants that it shall take all actions to or make such determinations with respect to the Target Options as are necessary to implement the provisions of this Agreement (including Section 2.6(f)). Target covenants that Target shall take all actions necessary to terminate the Target Stock Plan, such termination to be effective at or before the Effective Time.
Target Options. Each option granted by Target to purchase shares of Target Common Stock (each a "Target Option" and collectively the "Target Options") which is outstanding and unexercised immediately prior to the Effective Time shall after the Effective Time be assumed by the Purchaser and shall thereafter be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such option, the same number of shares of Purchaser 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 Date, at a price per share equal to (x) the aggregate exercise price for the shares of Target Common Stock otherwise purchasable pursuant to such option divided by (y) the number of full shares of Purchaser Common Stock deemed purchasable pursuant to such option; 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 of the Code ("incentive stock options"), the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such options shall be determined in order to comply with Section 424(a) of the Code. Target agrees that the committee administering Target's 1992 Stock Incentive Plan (the "Target Stock Plan") will not exercise its discretion to permit holders of Target Options to receive a cash payment under Section 12.3 of the Target Stock Plan.
Target Options. (a) Target shall deliver a written notice and election form to all holders of Target Options prior to the Effective Date advising such holders that the holders of Target Options may, notwithstanding any vesting or exercise provisions to which a Target Option might otherwise be subject (whether by contract, the conditions of a grant, applicable law or the terms of the Target Option Plans), elect to:
Target Options. No later than five (5) calendar days after -------------- the date of this Agreement, TARGET shall obtain from each Holder of TARGET Options listed on Exhibit A hereto a fully executed letter in the form of --------- Exhibit D-1 hereto or Exhibit D-2 hereto, as the context requires, signed by ----------- ----------- such Holder and shall deliver such executed letters to PURCHASER.
