Target Stock Options. At the Effective Time, all options to purchase Target Common Stock then outstanding under the Target Plans (as defined in Section 3.5) ("Target Options") at the Effective Time shall be assumed by Acquiror in accordance with Section 7.8.
Target Stock Options. (a) At the Effective Time, Acquiror will assume Target’s 2001 Stock Incentive Plan (the “2001 Option Plan”) and 2002 Stock Incentive Plan (the “2002 Option Plan” and together with the 2001 Option Plan, the “Target Option Plans”). At the Effective Time, each option to purchase Target Capital Stock that was granted under a Target Option Plan and is outstanding immediately prior to the Effective Time (a “Target Option”) shall be assumed by Acquiror and converted into an option (an “Assumed Option”) to purchase (1) in the case of a Target Option to purchase shares of Target Common Stock, the number of 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 Target Option immediately prior to the Effective Time multiplied by the Conversion Ratio, rounded down to the nearest whole share, and (2) in the case of a Target Option to purchase shares of Target Preferred Stock, the number of shares of Acquiror Common Stock equal to the product of the number of shares of Target Common Stock that were issuable upon the conversion of the Target Preferred Stock issuable upon exercise of such Target Option immediately prior to the Effective Time multiplied by the Conversion Ratio, rounded down to the nearest whole share. The per share exercise price of each Assumed Option shall be equal to the quotient obtained by dividing the per share exercise price of the corresponding Target Option immediately prior to the Effective Time by the Conversion Ratio, rounded up to the nearest whole cent; provided, however, that if Section 421 of the Code applies to such Target Option by reason of its qualification under Section 422 of the Code, then the exercise price of the corresponding Assumed Option, the number of shares purchasable pursuant to such Assumed Option and the terms and conditions of exercise of such Assumed Option shall be determined in
Target Stock Options. At the Effective Time, all options to purchase Target Common Stock then outstanding under the Target Option Plan (“Target Options”) at the Effective Time to the extent unexercised shall terminate and be cancelled in accordance with the terms of the Target Option Plan and Section 6.4(a) and shall not be entitled to any Merger Consideration hereunder.
Target Stock Options. (a) On the Closing Date, each option to purchase the Target Common Shares issued to the persons and in the amounts identified on Schedule D attached hereto, whether vested or unvested, will be assumed by ASPI. Each such option so assumed by ASPI under this Agreement shall be governed by, and shall be subject to, the terms and conditions set forth in the documents governing such stock options, as such documents may be amended prior to the Closing Date, except that (i) such option will be exercisable for that number of whole shares of ASPI Common Stock equal to the product of the number of shares of the Target Common Shares that were issuable upon exercise of such option immediately prior to the Closing Date multiplied pursuant to the exchange ratio contained within Section 3.10(a)(ii) and rounded up to the nearest whole number of ASPI Common Stock, and (ii) the per share exercise price for ASPI Common Stock issuable upon exercise of such assumed option will be equal to the quotient determined by dividing the exercise price per share of the Target Common Shares at which such option was exercisable immediately prior to the Closing by the exchange ratio contained within Section 3.10(a)(ii), round to the nearest whole cent.
Target Stock Options. (i) All options to purchase Target Common Stock issued and outstanding immediately prior to the Effective Time under the Target 1996 Stock Option Plan (the "1996 Plan"), the Target 1996 Director Option Plan (the --------- "Director Plan") and the Target 1993 Stock Option Plan, as amended and restated ------------- as of April 1997, December 1997 and June 1999 (the "1993 Plan" and, together --------- with the 1996 Plan and the Director Plan, the "Target Stock Option Plans"), and ------------------------- the Target Stock Option Plans, shall be assumed by Acquiror at the Effective Time (the options being assumed being referred to as the "Assumed Options") (it --------------- being understood that notwithstanding the assumption of the Assumed Options, Acquiror shall not be required to issue more shares pursuant to the exercise of the Assumed Options than are currently reserved under the Target Stock Option Plans, as such reserve shall be adjusted based on the Exchange Ratio). Upon the Effective Time, the Director Plan shall be terminated without further action required on the part of Acquiror or Target.
Target Stock Options. At the Effective Time, all then outstanding options, whether vested or unvested to purchase Target Common Stock under Target’s 1997 Equity Incentive Plan (the “Target Stock Plan”) or otherwise issued prior to adoption of the Target Stock Plan (the “Target Options”) that by their terms survive the Closing will be assumed by Acquiror in accordance with Section 6.5.
Target Stock Options. No Target Options, whether vested or unvested, shall be assumed by Acquiror in the Merger, and Target shall take all action that is, in the reasonable determination of the Target after consulting with Acquiror, to cause each outstanding Target Option to terminate immediately prior to the Effective Time in accordance with Applicable Law, the Target Incentive Plans, the applicable Contract relating to such Target Option and Section 6.8.
Target Stock Options. As of the Effective Time, each unvested option to acquire shares of Target Common Stock (each, an "Unvested Target Stock Option") that is outstanding under any Target Stock Plan immediately prior to the Effective Time shall be terminated as of the Effective Time. Each vested and unexercised option to acquire shares of Target Common Stock (each, a “Vested Target Stock Option” and, together with the Unvested Target Stock Options, the “Target Stock Options”) that is outstanding under any Target Stock Plan immediately prior to the Effective Time must be exercised as of the Effective Time. Any Vested Target Stock Options that are not exercised as of the Effective Time shall be cancelled as of the Effective Time.
Target Stock Options. (a) Each option to purchase shares of Target Common Stock issued by Target and outstanding at the Effective Time (a "TARGET OPTION") pursuant to Target's Amended and Restated Directors' Stock Option Plan, Target's Amended and Restated Incentive and Nonqualified Stock Option Plan and Target's 1996 Stock Option and Incentive Plan (collectively, the "Target Stock Plans") shall be converted into an option to purchase shares of Acquiror Common Stock as follows:
Target Stock Options. (a) At least five (5) days prior to the Effective Time and subject to the Merger becoming effective, Target will give each person with a right to exercise an outstanding option to purchase shares of Common Stock (a “Target Option”) granted under Target’s 1995 Stock Option Plan or Target’s Amended and Restated 2004 Stock Incentive Plan (the “Target Option Plans”) a notice of the Merger, and will permit the Target Options that are vested (including any vesting that is accelerated conditional upon the Closing) to be exercised contingent upon Closing. Immediately prior to the Effective Time, and by operation of the provisions of this Agreement, each outstanding Target Option or any portion thereof that remains outstanding and for which Target has not received a duly executed notice of exercise and tender of the exercise or strike price therefor (whether or not conditioned on the Closing) on or prior to the date that is two (2) Business Days prior to the Closing, will be canceled, extinguished and converted into the right to receive in exchange for each share of Target Common Stock issuable upon exercise of such Target Option, at the Effective Time, on behalf of the named holder of such Target Option (each such Target Option being a “Unexercised Option” and such amount in respect of a Target Option being the “Target Option Consideration”):
