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.
(b) Consistent with the terms of the Target's Stock Option Plan, a copy of which is attached hereto as Schedule E, and the documents governing the outstanding options under such plan, the Amalgamation will not terminate any of the outstanding options under the Target's Stock Option Plan or accelerate the exercisability or vesting of such options or the ASPI Common Stock which will be subject to those options upon ASPI's assumption of the options in the Amalgamation. Within 15 Business Days after the Closing Date, ASPI will issue to each person who, immediately prior to the Closing Date was a holder of an outstanding option under the Target Stock Option Plan, a document consistent with this Agreement and such option evidencing the foregoing assumption of such option by ASPI.
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. 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. At the Effective Time, each of the then outstanding options to purchase Target Common Stock (collectively, the "Target Options") (consisting of all outstanding options granted under Target's 1988 Non-qualified Stock Option Plan, 1992 Non-qualified Stock Option Plan, 1993 Stock Option Plan, Directors Stock Option Plan and 2000 Directors' Stock Option Plan (collectively the "Target Plans"), and any individual non-Plan options) will by virtue of the Merger, and without any further action on the part of any holder thereof, be assumed and converted into an option to purchase that number of shares of Common Stock, $0.001 par value of Parent ("Parent Common Stock") determined by dividing the number of shares of Target Common Stock subject to such Target Option at the Effective Time by seven (7), at an exercise price per share of Parent Common Stock equal to the exercise price per share of such Target Option immediately prior to the Effective Time (provided that the exercise price per share of such Target Option immediately prior to the Effective Time shall be deemed to be $9.75 with respect to any Target Option the exercise price per share of which would otherwise have been greater than $9.75) multiplied by seven (7). If the foregoing calculation results in an assumed Target Option being exercisable for a fraction of a share of Parent Common Stock, then the number of shares of Parent Common Stock subject to such option will be rounded down to the nearest whole number of shares, with no cash being payable for such fractional share. The term, exerciseability, vesting schedule, status as an "incentive stock option" under Section 422 of the Code, if applicable, and all other terms and conditions of the Target Options will otherwise be unchanged.
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”):
(i) an amount in cash equal to the Per Common Share Consideration, without interest; minus
(ii) the Exercise Price. Thereafter, without impairing the rights of the former Target Option holder to receive payments of the Per Common Share Consideration to the extent set forth herein, such former Target Option holder will, as of the Effective Time, cease to have any further right or entitlement to acquire any Target Common Stock or any shares of Target Capital Stock or the Surviving Corporation under the cancelled Target Option.
(b) Except as provided in this Agreement or as otherwise agreed by Acquiror and Target, the Target Option Plans and any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of Target will terminate as of the Effective Time.
(c) The Board of Directors (or, if appropriate, the committee administering the Target Option Plans) of Target has adopted such resolutions and taken such actions as are necessary to carry out the terms of this Section 2.7.
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. 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. 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. At the Effective Time, all then outstanding options, whether vested or unvested, ("TARGET OPTIONS") to purchase Target Common Stock issued under Target's 1997 Stock Option Plan (the "TARGET OPTION PLAN") or otherwise that by their terms survive the Closing will be assumed by Acquiror in accordance with Section 6.5. All of the Target Options issued and outstanding as of the date of this Agreement are listed on Schedule 2.1(d) attached hereto. An updated Schedule 2.1(d) of Target Options shall be delivered by Target to Acquiror on the Closing Date.
Target Stock Options. Neither the Target Incentive Plan nor any Target Option shall be assumed by Acquiror or Merger Sub in connection with the Merger. Accordingly, effective as of the Effective Time, the vesting schedules of all outstanding in-the-money options to purchase Target Common Stock (each a “Target Option”) shall be accelerated in full in accordance with the Target Incentive Plan, and each option to purchase shares of Target Capital Stock (whether vested or unvested) that has not been exercised as of the Effective Time will be cancelled and extinguished without any conversion thereof. At the Closing, Acquiror shall pay or cause the Surviving Corporation to pay the amounts respecting Target Options as set forth on the Target Capitalization Spreadsheet to Administaff Companies II, L.P. (“Administaff”) on behalf of the respective parties identified on the Target Capitalization Spreadsheet in satisfaction of all amounts payable by Target to any holder of Target Options as a result of the Merger and transactions contemplated by this Agreement (collectively such payments, together with all withholding, deductions and Taxes (including employer Taxes) associated with such payments payable by Acquiror or the Surviving Corporation in connection therewith, the “Target Option Payments”). For the purposes of clarity, all employer Taxes, withholding amounts, or similar costs of Target (including as the Surviving Corporation) associated with the payment of any consideration pursuant to the Target Option Payments, shall be included as liabilities in calculating the Actual Adjusted Closing Working Capital. Target shall use its commercially reasonable efforts to cause each holder of a Target Option to enter into an Option Cancellation Agreement in the form attached as Exhibit N hereto (the “Option Cancellation Agreement”). Upon the receipt by Acquiror of an Option Cancellation Agreement, the holder of the applicable Target Option shall become entitled to receive the applicable Target Option Payment, without interest, less all applicable tax withholdings and other deductions (which shall be withheld and paid by the Surviving Corporation). Target Option Payments shall not be subject to increase or decrease as a result of any Working Capital Adjustment.
