Target Stock Option Plans. At the Effective Time, Target's Non-Qualified Stock Option Plan and Target's 1996 Stock Incentive Plan (collectively, the "Target Stock Option Plans") and all options to purchase Target Common Stock then outstanding under the Target Stock Option Plans shall be automatically assumed by Acquiror in accordance with, and subject to the terms and conditions of, Section 5.13.
Target Stock Option Plans. At the Effective Time, Target's 1997 Stock Incentive Plan, 1999 Employee Formula Award Stock Option Plan, and the Stock Option Agreements dated May 4, 2001 (collectively, the "Target Stock Option Plans") and all options to purchase Target Common Stock then outstanding under the Target Stock Option Plans shall be automatically assumed by Acquiror in accordance with, and subject to the terms and conditions of, Section 5.12.
Target Stock Option Plans. Immediately prior to the Effective Time, each outstanding option under the Target 1985 Stock Option Plan, the Target 1995 Stock Option Plan and the Target 1995 Stock Incentive Plan (collectively, the "Target Stock Option Plans") shall vest in full and become exercisable for any or all of the shares of Target Common Stock at the time subject to that option, with such accelerated vesting to be conditioned, however, upon the actual consummation of the Merger. Each share of Target Common Stock acquired under the Target Option Plans through the exercise of an outstanding option effected immediately prior to the Effective Time shall be canceled and extinguished at the Effective Time and converted automatically into the right to receive the Merger Consideration payable per share of Target Common Stock. However, if the Merger is not consummated, the option exercise price paid for any shares of Target Common Stock purchased under the Target Option Plans on the basis of the acceleration provided under this Section 1.6(c) shall be refunded by Target, and the vesting schedule for those shares shall revert to the schedule in effect immediately prior to acceleration hereunder. Any options which remain outstanding under the Target Option Plans at the Effective Time shall be cancelled in accordance with the provisions of Section 5.10.
Target Stock Option Plans. At the Effective Time, all outstanding options to purchase Target Common Stock ("Target Options") issued pursuant to (i) those certain stock option agreements set forth on SECTION 1.6(d) of the Target Disclosure Schedule; and (ii) Target's 1997 Nonstatutory Stock Option Plan, shall be assumed by Acquiror (the "Assumed Options"). Each Assumed Option shall continue to have, and be subject to, the same terms and conditions set forth in Target's 1997 Nonstatutory Stock Option Plan and the applicable stock option agreements, immediately prior to the Effective Time, except that (i) such options 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 (assuming acceleration of vesting) multiplied by the Exchange Ratio and, in the case of fractional shares, such number shall be rounded down to the nearest whole share of Acquiror Common Stock unless such fractional share is 0.5 of a share or above, in which case such number shall be rounded up to the nearest whole share of Acquiror Common Stock, and (ii) the per share exercise price for the shares of Acquiror Common Stock issuable upon exercise of the Assumed Option will be equal to the quotient determined by dividing the exercise price per share of Target Common Stock at which such Assumed Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded to the nearest whole cent. Target Options that are not Assumed Options shall terminate upon the Effective Time in accordance with the terms of the option plans pursuant to which such options were issued.
Target Stock Option Plans. 4 1.8 Capital Stock of Merger Sub.........................................................................4 1.9 Adjustments to Merger Consideration.................................................................4 1.10
Target Stock Option Plans. (a) If the Cash Conversion Feature has not been triggered as provided in Section 1.6(c) (Conversion of Target Common Shares), then at the Effective Time, all vested and unexercised options to purchase Target Common Shares then outstanding under the Target 1994 Stock Incentive Plan and option agreements between Target, on the one hand, and Larrx X. Xxxxxxx xxx Josexx X. Xxxern, respectively, on the other hand not granted under the Target 1994 Stock Incentive Plan (the Target 1994 Stock Incentive Plan and such option agreements being referred to collectively as the "Target Stock Option Plans") shall be assumed by Acquiror in accordance with Section 5.9 (Employee Benefit Plans).
Target Stock Option Plans. At the Effective Time, all ------------------------- options to purchase Target Common Stock then outstanding under the Target 1990 Incentive and Nonqualified Stock Option Plan, the 1995 Stock Plan and the 1995 Non-Employee Director Stock Option Plan (collec tively, the "Target Stock Option Plans") shall be assumed by Acquiror in accordance with Sec tion 5.11. At the Effective Time, in accordance with the terms of Target's 1995 Employee Stock Purchase Plan (the "Target ESPP"), all rights to purchase shares of Target Common Stock under the Target ESPP shall be converted into rights to purchase a number of shares of Acquiror Common Stock as provided in the Target ESPP (based on the Exchange Ratio), all such rights shall be assumed by Acquiror, and the offering period in effect under the Target ESPP immediately prior to the Effective Time shall not be terminated early. At the Effective Time, each warrant to purchase Target Common Stock shall be converted into warrants to purchase a number of shares of Acquiror Common Stock, based on the Exchange Ratio.
Target Stock Option Plans. At the Effective Time, all unexercised options and warrants to purchase Target Capital Stock (whether vested or unvested) shall be terminated, including, without limitation, any employee incentive stock options which have been granted to any person pursuant to the Target 1998 Stock Option Plan.
Target Stock Option Plans. At the Effective Time, the Target 1995 Stock Option Plan, as amended (the "Target Stock Option Plan") shall be terminated and all options to purchase Target Common Stock ("Target Options") then outstanding under the Target Stock Option Plan shall be converted into options to purchase shares of Acquiror Common Stock in accordance with Section 5.12.
Target Stock Option Plans. At the Effective Time, the Sage Online, ------------------------- Inc. 1999 Equity Compensation Plan, as amended (the "Target Stock Option Plan") shall be terminated and all options to purchase Target Common Stock then outstanding under the Target Stock Option Plan (each a "Target Option," and together the "Target Options") shall be surrendered for a cash payment in accordance with Section 5.10.
