Common use of Target Options Clause in Contracts

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. Prior to the Merger, Target will cause all outstanding warrants (the "WARRANTS") to purchase Target Series B Stock to be exercised. At the Effective Time, each holder of an outstanding option outstanding (collectively, the "TARGET OPTIONS") to purchase Target Common Stock granted under the Target Target's 1997 Stock Option Plan Plan, as amended (the "Target OptionsTARGET PLAN")) shall be entitled, whether vested or unvestedin accordance with the terms of such options, will be assumed to purchase after the Effective Time that number of shares of Acquirer Common Stock, determined by Acquiror. A true and complete list as of the date hereof of all holders of outstanding Target Options, including multiplying the number of shares of Target Common Stock subject to each such optionTarget Option at the Effective Time by the Common Stock Applicable Number, the exercise or vesting schedule, and the exercise price per share, and the term of share for each such option is set forth in Option will equal the exercise price of 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 TimeTime divided by the Common Stock Applicable Number, and any restriction on such exercise price being rounded up to the exercisability nearest whole cent. If the foregoing calculation results in an assumed option being exercisable for a fraction of a share, then the number of shares of Acquirer Common Stock subject to such Target Option shall continue option will be rounded down to the nearest whole number. Except as otherwise provided in full force and effectthis Agreement, and the term, exercisability, vesting schedule, and other provisions of such Target Option shall remain unchanged. Consistent with the terms all of the Target Stock other terms and conditions (including any vesting provisions) of each Acquirer 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 same in all material respects as the options in the Mergercorresponding Target Option. It is the intention of the parties that the options so Target Options assumed by Acquiror Acquirer qualify following the Effective Time will remain as incentive stock options as defined in Section 422 of the Code to the extent such options the Target Options qualified as incentive stock options immediately prior to the Effective Time. Within 30 business days Cash will be paid in lieu of fractional shares which are rounded down pursuant to this section, according to the procedure set forth in Section 1.2 herein (except that the post-conversion exercise price shall be subtracted from the calculation set forth in Section 1.2 and that the cash payment shall be made at the time of exercise and not promptly 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. At the Effective Time, each option outstanding under the Target Stock Option Plan ("Target Options")Option, 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 Each 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, except that: (a) such Target Option will be exercisable for that number of whole shares of the common stock of Acquiror (the “Acquiror Common Stock”) equal to the product of (i) the number of shares of Target Common Stock that were issuable upon exercise of such option immediately prior to the Effective Time, multiplied by (ii) an amount equal to (A) the Secondary Per Share Merger Consideration, divided by (B) the average of the closing prices of Acquiror Common Stock as reported on the Nasdaq National Market during the 10 trading days ending one day prior to the Effective Time (the “Exchange Ratio”) and rounded down to the nearest whole number of shares of Acquiror Common Stock; (b) the per share exercise price for the shares of Acquiror Common Stock issuable upon exercise of such Target Option will be equal to the quotient determined 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 the Exchange Ratio, rounded up to the nearest whole tenth of a cent; and (c) any restriction on the exercisability of such Target Option shall will continue in full force and effect, and the term, exercisability, vesting schedule, schedule and other provisions of such Target Option shall will remain unchanged. Consistent with the terms of the Target Stock Option Plan and the documents governing the outstanding options under such the Target Option Plan, the Merger will not terminate any of the outstanding options under the Target Stock Option Plan Options or accelerate the exercisability or vesting of such options Target Options or the shares of Acquiror Common Stock which will be subject to those options underlying Target Options upon the Acquiror's ’s assumption of the options thereof in the Merger. It is the intention of the parties that the options Target 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 Target 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. Prior to the Merger, Target will cause all outstanding warrants (the "Warrants") to purchase Target Series B Stock to be exercised. At the Effective Time, each holder of an outstanding option outstanding (collectively, the "TARGET OPTIONS") to purchase Target Common Stock granted under the Target Target's 1997 Stock Option Plan Plan, as amended (the "Target OptionsTARGET PLAN")) shall be entitled, whether vested or unvestedin accordance with the terms of such options, will be assumed to purchase after the Effective Time that number of shares of Acquirer Common Stock, determined by Acquiror. A true and complete list as of the date hereof of all holders of outstanding Target Options, including multiplying the number of shares of Target Common Stock subject to each such optionTarget Option at the Effective Time by the Common Stock Applicable Number, the exercise or vesting schedule, and the exercise price per share, and the term of share for each such option is set forth in Option will equal the exercise price of 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 TimeTime divided by the Common Stock Applicable Number, and any restriction on such exercise price being rounded up to the exercisability nearest whole cent. If the foregoing calculation results in an assumed option being exercisable for a fraction of a share, then the number of shares of Acquirer Common Stock subject to such Target Option shall continue option will be rounded down to the nearest whole number with no cash being payable for such fractional share. Except as otherwise provided in full force and effectthis Agreement, and the term, exercisability, vesting schedule, and other provisions of such Target Option shall remain unchanged. Consistent with the terms all of the Target Stock other terms and conditions (including any vesting provisions) of each Acquirer 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 same in all material respects as the options in the Mergercorresponding Target Option. It is the intention of the parties that the options so Target Options assumed by Acquiror Acquirer qualify following the Effective Time will remain as incentive stock options as defined in Section 422 of the Code to the extent such options the Target Options qualified as incentive stock options immediately 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. (a) At the Effective Time, each option outstanding under the Target Stock Option Plan ("Target Options"), whether vested or unvested, other than those replaced pursuant to Section 6.14, 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, 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, except that (i) such option will be exercisable for that number of whole shares of Acquiror Common Stock equal to the product of the number of shares of Target Common Stock that were issuable upon exercise of such option immediately prior to the Effective Time multiplied by the Common Stock Exchange Ratio and rounded down to the nearest whole number of shares of Acquiror Common Stock, (ii) the per share exercise price for the shares of Acquiror Common Stock issuable upon exercise of such assumed option will be equal to the quotient determined by dividing the exercise price per share of Target Common Stock at which such option was exercisable immediately prior to the Effective Time by the Common Stock Exchange Ratio, rounded up to the nearest whole tenth of a cent and (iii) any restriction on the exercisability of such Target Option shall continue in full force and effect, and the term, exercisability, vesting schedule, schedule and other provisions of such Target Option shall remain unchangedunchanged (except as provided in Section 1.12(c) following). 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 exercisability, assuming receipt of the modification agreements referred to in (c) below, 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 10 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.