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. 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. 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. 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. (a) Target and Acquiror acknowledge that at the Effective Time, all Target Options shall terminate pursuant to section 10.2 of the Target Stock Option Plan, provided that holders of Target Options shall have the right immediately prior to the Effective Time to exercise Target Options in whole or in part whether or not the applicable vesting requirements have been satisfied. Target shall take all necessary steps to ensure that the Target Stock Option Plan and all Target Options are terminated at the Effective Time. Target shall deliver written notice to all holders of Target Options prior to the Effective Date advising such holders that:
(1) the holders of Target Options may exercise Target Options in order to participate in the Arrangement as holders of Target Shares, with such exercise being conditional on the closing of the Arrangement;
(2) Target will make the election referred to in Section 5.3(b) below in respect of the payment of the exercise price by the holders of Target options and the issuance of Target Shares or payment of cash to such holders; and
(3) all Target Options will be terminated pursuant to section 10.2 of the Target Stock Option Plan upon the closing of the Arrangement.
(b) Target shall elect pursuant to section 8.2 of the Target Stock Option Plan that the payment of the exercise price by the holders of Target Options who exercise Target Options (the "Exercising Optionholders") and the issuance of Target Shares or payment of cash to the Exercising Optionholders shall be pursuant to section 8.2(c)(i) of the Target Stock Option Plan, provided that if the aggregate of (i) the number of Acquiror Shares that would be issued to all Exercising Optionholders under the Arrangement in respect of the Target Shares issued upon exercise of their Target Options (the "Optionholder Number") and (ii) the aggregate of the number of Acquiror Shares to be issued to Target Shareholders (excluding the Optionholder Number) pursuant to the Arrangement and the number of Acquiror Shares issuable to holders of Target Warrants and Target Exchangeable Shares following the Arrangement (the "Non-Optionholder Share Number"), exceeds the Share Maximum, then the payment of the exercise price by Exercising Optionholders and the issuance of Target Shares and payment of cash to the Exercising Optionholders shall be apportioned between sections 8.2(c)(i) and 8.2(c)(ii) of the Target Stock Option Plan to provide for a reduction in the Optionholder Number (on a pro rata ba...
Target Options. (i) Prior to the Effective Time, Target shall cause each of the 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 each such Target Stock Option immediately prior to the Effective Time for consideration equal to the excess, if any, of (1) the product of (I) the Per Share Cash Consideration times (II) the number of Target Common Shares issuable upon exercise of such Target Stock Option over (2) the aggregate exercise price of such Target Stock Options, and if such Target Stock Options are not exercised prior to the Effective Time, such options shall terminate as of the Effective Time.
(ii) Target shall use its reasonable best efforts to cause its Board of Directors or any committee thereof responsible for the administration of Target’s option plans to take any and all action necessary to effectuate the matters described in this Section 3.4(a) on or before 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 1996 Stock Option Plan (the "Target Stock Option Plan") shall become exercisable in full in accordance with the terms of the Target Stock Option Plan. At the Effective Time, all outstanding Target Options that have not been exercised shall be cancelled by virtue of the Merger without any action on the part of the holder thereof.
Target Options. Target covenants that Target 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(d) and Section 2.6(e)). 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. (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:
(i) surrender Target Options to Target for cancellation pursuant to section 3(a)(ii)(A) of the Plan of Arrangement in exchange for payment of the Cash-Out Consideration (as defined in the Plan of Arrangement); or
(ii) exercise Target Options in order to participate in the Arrangement as holders of Target Shares, with such exercise being conditional on the closing of the Arrangement.
(b) Target and Acquiror acknowledge that on the Effective Date, all Target Options will be (i) surrendered by the holder thereof to Target and cancelled in exchange as contemplated in Section 5.3(a)(i), (ii) exercised as contemplated in Section 5.3(a)(ii), or (iii) terminated in accordance with section 3(a)(ii)(D) of the Plan of Arrangement.
(c) Target and Acquiror agree that Target will make the election described in subsection 110(1.1) of the Tax Act in respect of all Target Options acquired by Target under the Plan of Arrangement.
Target Options. All options to purchase Target Shares outstanding at the Effective Time shall terminate as of the Effective Time, pursuant to the terms of such options.