Common use of Target Stock Options Clause in Contracts

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. (ai) At least five (5) days All options to purchase Target Common Stock issued and outstanding immediately prior to the Effective Time and subject to under 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 1996 Stock Option Plan or Target’s Amended and Restated 2004 Stock Incentive (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") a notice (it being understood that notwithstanding the assumption of the MergerAssumed 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. (ii) At the Effective Time, the Assumed Options shall, by virtue of the Merger and without any further action at such time on the part of Target or the holder thereof, be assumed by Acquiror in accordance with this Section 1.6(d). Each such Assumed Option shall continue to have, and will permit be subject to, the same terms and conditions set forth in the respective Target Options that are vested (including Stock Option Plan and any vesting that is accelerated conditional upon the Closing) to be exercised contingent upon Closing. Immediately applicable stock option agreement immediately prior to the Effective Time, and by operation except that such Assumed Option shall be converted to an option that (A) will be exercisable for that number of whole shares of Acquiror Common Stock equal to the product of the provisions number of this Agreement, each outstanding shares of Target Common Stock that were issuable upon exercise of such Assumed 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 immediately prior to the date that is two (2) Business Days prior Effective Time multiplied by the Exchange Ratio and rounded down to the Closing, will be canceled, extinguished nearest whole number of shares of Acquiror Common Stock and converted into (B) the right to receive in exchange per share exercise price for each share the shares of Target 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 OptionCommon Stock at which such Assumed Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, at rounded up to the nearest whole cent. (iii) It is the intention of the parties that, to the extent practicable, the Assumed Options shall qualify following the Effective Time as incentive stock options as defined in Section 422 of the Code to the extent such Assumed Options qualified as incentive stock options immediately prior to the Effective Time. As soon as practicable after the Effective Time, on behalf of Acquiror will issue to each person who, immediately prior to the named Effective Time was a holder of an Assumed Option, a written document evidencing the foregoing assumption and conversion 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 Assumed Options by Acquiror pursuant 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 Optionthis Section 1.6(d). (biv) Except as provided in this Agreement Other than the Assumed Options, all options, warrants, calls, rights, commitments, agreements 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 arrangements of any other interest in respect of character to which Target or any Target Subsidiary is a party or by which Target or any Target Subsidiary is bound relating to the issued or unissued capital stock of Target will or any Target Subsidiary or obligating Target or any Target Subsidiary to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of capital stock of Target or any Target Subsidiary or obligating Target or any Target Subsidiary to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement, shall 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. (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 Each option to purchase shares of Target Common Stock issued by Target and outstanding at the Effective Time (a “Target Option”"TARGET OPTION") granted under pursuant to Target’s 1995 's Amended and Restated Directors' Stock Option Plan, Target's Amended and Restated Incentive and Nonqualified Stock Option Plan or and Target’s Amended 's 1996 Stock Option and Restated 2004 Stock Incentive Plan (collectively, the “"Target Stock Plans") shall be converted into an option to purchase shares of Acquiror Common Stock as follows: (i) The aggregate number of shares of Acquiror Common Stock issuable upon the exercise of the converted Target Option Plans”) a notice after the Effective Time shall be equal to the product of the Merger, and will permit Exchange Ratio multiplied by 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 number 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 shares of Target Common Stock issuable upon exercise of the Target Option immediately prior to the Effective Time, such product to be rounded to the nearest whole share of Acquiror Common Stock; and (ii) the exercise price per share of each converted Target Option shall be equal to the quotient of the exercise price of such Target OptionOption immediately prior to the Effective Time divided by the Exchange Ratio, such quotient to be rounded to the nearest whole cent; provided, however, that, in the case of any Target Option that is intended to qualify as an incentive stock option under Section 422 of the IRC, the number of shares of Acquiror Common Stock issuable upon exercise of and the exercise price per share for such converted Target Option determined in the manner provided above shall be further adjusted in such manner as Acquiror may determine to be necessary to conform to the requirements of Section 424(b) of the IRC. Options to purchase shares of Acquiror Common Stock that arise from the operation of this Section 1.8 shall be referred to as the "CONVERTED OPTIONS." All Converted Options shall be exercisable for the same period and shall otherwise have the same terms and conditions applicable to the Target Options that they replace. Prior to the Effective Time, Acquiror shall take, or cause to be taken, all necessary action to effect the intent of the provisions set forth in this Section 1.8. (b) At the Effective Time, by virtue of the Merger and without the need of any further corporate action, Acquiror shall assume the Target Stock Plans, with the result that all obligations of Target under the Target Stock Plans, including with respect to Target Options outstanding at the Effective Time, on behalf shall be obligations of the named holder of such Target Option (each such Target Option being a “Unexercised Option” Acquiror from 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 after 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 Acquiror shall take all corporate action necessary to carry out reserve for future issuance a sufficient additional number of shares of Acquiror Common Stock to provide for the terms satisfaction of this Section 2.7.its obligations with respect to the Converted Options. Acquiror agrees to file and cause to become effective, no later than five business days subsequent to the Effective Time, a registration statement on Form S-8 (or any successor or other appropriate form) and make any state filings or obtain state exemptions with respect to the Acquiror Common Stock issuable upon exercise of the Converted Options. Such registration statement shall be kept effective (and

Target Stock Options. (a) At least five With respect to Target's Amended and Restated 1989 Incentive Stock Option Plan (5) days prior the "1989 Plan"), all Target Options granted to persons presently employed by Target or any Target Subsidiary pursuant to the Effective Time 1989 Plan shall not be terminated as provided in Section 8(c)(i) of the 1989 Plan, but shall remain in effect and shall be exercisable in accordance with and subject to the Merger becoming effective, Target will give each person with a right to exercise an outstanding option to purchase shares written terms of Common Stock (a “Target Option”) granted under Target’s 1995 Stock Option the 1989 Plan or Target’s Amended and Restated 2004 Stock Incentive Plan (the “applicable Target Option Plans”) a notice of agreements, including, without limitation, the Merger, optionees' three year vesting schedule and will permit other conditions set forth in the 1989 Plan and Target Option agreements. With respect to the Target Options that are vested granted under the 1989 Plan to persons not presently employed by Target or a Target Subsidiary (including any vesting that is accelerated conditional upon the Closing) to be exercised contingent upon Closing. Immediately prior to "Non-Employee Optionees"), the Effective Time, and by operation Committee (as defined in Section 3 of the provisions 1989 Plan) has directed the officers of this Agreement, Target to notify 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 such Non-Employee Optionee in the manner contemplated by Section 8(b) 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 Option1989 Plan. (b) Except Parent agrees to take such action immediately after the Effective Time as provided in this Agreement or as otherwise agreed by Acquiror and Target, the is necessary to assume each 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 which remains as of the Effective Time.Date unexercised in whole or in part and to substitute shares of Parent Common Stock as purchasable under such assumed option ("Assumed Option"), with such assumption and substitution to be effected as follows: (i) The number of shares of Parent Common Stock purchasable under the Assumed Option (the "Parent Stock Option Shares") shall be equal to the number of shares of Parent Common Stock that the holder of the Target Option being assumed would have received upon consummation of the Merger had such Target Option been exercised immediately prior to the Merger; (ii) The per share option price of the Assumed Option shall be equal to the product of (a) the exercise price per share of the Target Option multiplied by (b) the number of shares of the Target Common Stock purchasable under the Target Option, divided by (c) The Board of Directors (or, if appropriate, the committee administering the Target Parent Stock 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.Shares; and