Treatment of Company Stock Options Sample Clauses
POPULAR SAMPLE Copied 1 times
Treatment of Company Stock Options. (a) At the Effective Time, by virtue of the Merger and without any action on the part of any holder of outstanding options to purchase Company Common Stock (“Company Stock Options”), each Company Stock Option, except for the Affected Options (as hereinafter defined) which are exchanged for Merger Consideration in accordance with Section 4.3(b) below, whether vested or unvested, and all Company Stock Plans (as hereinafter defined) themselves, insofar as they relate to outstanding Company Stock Options, shall be assumed by Parent and each Company Stock Option shall become an option to acquire, on the same terms and conditions as were applicable under the Company Stock Option immediately prior to the Effective Time, the number of shares of common stock, $0.10 par value per share, of Parent (“Parent Common Stock”; such options, “Parent Stock Options”) determined as follows: (i) the number of shares of Parent Common Stock subject to each Company Stock Option assumed by Parent shall be determined by multiplying the number of shares of Company Common Stock that were subject to such Company Stock Option immediately prior to the Effective Time by the Conversion Ratio (as defined below), and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock; and (ii) the per share exercise price for the Parent Common Stock issuable upon exercise of each Company Stock Option assumed by Parent shall be determined by dividing the per share exercise price of Company Common Stock subject to such Company Stock Option, as in effect immediately prior to the Effective Time, by the Conversion Ratio, and rounding the resulting exercise price up to the nearest whole cent. Any restrictions on the exercise of any Company Stock Option assumed by Parent shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Stock Option shall otherwise remain unchanged as a result of the assumption of such Company Stock Option (other than as set forth in any agreement in effect as of the date of this Agreement). The “Conversion Ratio” shall be equal to the fraction having a numerator equal to $21.00 and having a denominator equal to the average of the closing sale prices of a share of Parent Common Stock as reported on The New York Stock Exchange for each of the five (5) consecutive trading days immediately preceding the Closing Date; provided, however, that if, between the date of this Agreement and t...
Treatment of Company Stock Options. (a) The Company promptly shall notify each holder of the Company Stock Options, in writing, of the Transactions in accordance with the Company Stock Plans (the “Option Holder Notice”). The Option Holder Notice shall (i) apprise the holders of outstanding Company Stock Options of their ability to exercise the Options in accordance with the Company Stock Plan prior to the Effective Time, (ii) disclose that, if not exercised, such Company Stock Options will terminate at the Effective Time and (iii) disclose that if any Company Stock Options are not exercised prior to the Effective Time or terminated as contemplated in clause (ii), the holders of such Company Stock Options will be entitled to receive the Option Merger Consideration in respect of such Company Stock Options. As of the Effective Time, each outstanding Company Stock Option shall be terminated by virtue of the Merger and each holder of a Company Stock Option shall cease to have any rights with respect thereto, other than the right to receive, in respect of each such terminated Company Stock Option, a single lump sum payment (without interest and subject to the deduction and withholding of such amounts as Parent, the Surviving Entity or the Exchange Agent, as applicable, is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law) in cash an amount equal to the excess, if any, of (i) the Merger Consideration over (ii) the per share exercise price for such Company Stock Option (the “Option Merger Consideration”). Payment of the Option Merger Consideration to each of the holders of Company Stock Options entitled thereto shall be made as soon as practicable after the Effective Time, subject to the terms and conditions of this Agreement. Any amounts withheld and paid over to the appropriate taxing authority by Parent, the Surviving Entity or the Exchange Agent will be treated for all purposes of this Agreement as having been paid to the holder of the Company Stock Option in respect of whom such deduction and withholding was made. If the per share exercise price of any such Company Stock Option is equal to or greater than the Merger Consideration, such Company Stock Option shall be canceled with a cash payment of $0.001 per share being made in respect of each share of Company Common Stock subject to such Company Stock Option, for each Company Stock Option rounded to the next highest full cent. Prior to the Effective Tim...
Treatment of Company Stock Options. (i) Effective as of the Effective Time, (A) each then-outstanding, vested and unexercised Company Stock Option and (B) 50% of the unvested portion of each then-outstanding Company Stock Option held, immediately prior to the Effective Time, by the individual set forth in Section 3.03(a) of the Company Disclosure Letter (each, a “Cash-Out Option”) shall automatically be canceled and converted into the right to receive an amount of cash from the Surviving Corporation equal to the product of (1) the total number of shares of Company Common Stock then underlying such Cash-Out Option multiplied by (2) the excess, if any, of the Merger Consideration over the exercise price per share of Company Common Stock of such Cash-Out Option, without any interest thereon, and subject to all applicable Tax withholdings. The Surviving Corporation shall pay the amounts set forth in this Section 3.03(a)(i) within five (5) Business Days following the Effective Time.
(ii) Effective as of the Effective Time, each then-outstanding Company Stock Option other than a Cash-Out Option or an Underwater Option (each, a “Roll-Over Option”) shall be assumed by Parent and shall be converted into an option (a “Parent Stock Option”) to acquire (A) that number of whole shares of Parent common stock, par value $0.01 per share (“Parent Common Stock”) (rounded down to the nearest whole number of shares) equal to the product of (1) the number of shares of Company Common Stock underlying such Roll-Over Option immediately prior to the Effective Time multiplied by (2) the Equity Award Exchange Ratio, (B) at an exercise price per share of Parent Common Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (1) the exercise price per share of Company Common Stock of such Roll-Over Option by (2) the Equity Award Exchange Ratio. Except as otherwise provided in this Section 3.03(a)(ii), each such Parent Stock Option shall continue to have, and shall be subject to, the same terms and conditions as applied to the corresponding Roll-Over Option immediately prior to the Effective Time (including all applicable vesting acceleration provisions).
(iii) For the avoidance of doubt, all Company Stock Options, whether vested or unvested, that are outstanding and unexercised as of the Effective Time with an exercise price per share that equals or exceeds the Merger Consideration (each, an “Underwater Option”) will not be assumed by Parent and shall automatically be canceled and terminat...
Treatment of Company Stock Options. Following the Effective Time, Company Stock Options shall be treated in the manner set forth in Section 6.13.
Treatment of Company Stock Options. The Company shall take all actions necessary (including those actions contemplated by Section 3.5 hereof) under the Company Stock Plans and all agreements pursuant to which Company Stock Options were issued to effect the transactions contemplated by this Section 2.3(b), to provide that such Company Stock Options may be exercised pursuant to a "cashless" option exercise procedure mutually acceptable to the Company and Liberty Media and to comply with the covenant set forth in Section 7.4(j). At the Effective Time, all outstanding options to purchase shares of Company Common Stock under a Company Stock Plan or any other contract, all of which are listed in Section 2.3(b)of the Company Disclosure Schedule ("Company Stock Options"), whether or not then immediately exercisable or "in the money," shall, without any further action on the part of any holder thereof, be accelerated and become exercisable immediately prior to the Effective Time. At the Effective Time, each Company Stock Option which remains unexercised (a "Carryover Option") shall be treated as follows:
11 16 (i) Each Carryover Option granted pursuant to the International Post Limited 1993 Long Term Incentive Plan (the "1993 Plan"), the Video Services Corporation 1997 Long Term Incentive Plan (the "1997 Plan") and the Stock Option Agreement, dated as of February 15, 1994, between International Post Limited (formerly International Post Group, Inc.), a Delaware corporation, and Jeff▇▇▇ ▇. ▇▇▇▇▇▇ (▇▇e "Kapl▇▇ ▇▇▇eement") shall be deemed, following the Effective Time, to constitute an option to acquire that number of shares of Class A Liberty Media Group Stock equal to (x) the number of shares of Company Common Stock for which such Carryover Option was exercisable immediately prior to the Effective Time multiplied by (y) 0.
Treatment of Company Stock Options. All rights under any option to purchase shares of Company Common Stock that remains outstanding and unexercised, whether vested or unvested, immediately prior to the Effective Time (the “Company Stock Options”) shall become null and void and cease to represent a right to acquire shares of Company Common Stock as of the Effective Time and shall be converted into the right to receive cash in an amount equal to the product of (i) the number of shares of Company Common Stock subject to the Company Stock Option multiplied by (ii) the amount by which the Exchange Ratio multiplied by Associated Average Price (as defined in Section 8.01(a)(xiv)) exceeds the exercise price for such Company Stock Option (the aggregate amount of such payments, the “Company Option Payments”). At or before the Effective Time, the Company shall cause to be effected any amendments to any plans, grant agreements, or other documents relating to any of the Company Stock Options which may be necessary in order to give effect to the provisions of this Section 1.10 and, if necessary, will use reasonable efforts to obtain the consent of any holder of Company Stock Options necessary to effect any such amendments. To the extent reasonably requested, the Company shall provide to Associated not less than five business days prior to the Effective Time, copies of an agreement in the form of Exhibit 1.10 attached hereto (the “Option Conversion Agreement”), duly executed by each of the holders of the Company Stock Options acknowledging their agreement and consent to the terms of such conversion set forth in this Section 1.10.
Treatment of Company Stock Options. The Company agrees that it will take such actions as are necessary to cause at the Effective Time each option for the purchase of Company Common Stock then outstanding (“Company Stock Option”), whether or not exercisable, under the Company’s Stock Incentive Plan (the “Company Stock Plan”), to become fully exercisable (if not then fully exercisable), and such options shall thereafter be cancelled and shall automatically cease to exist, and each holder of Company Stock Options shall cease to have any rights with respect to such Company Stock Option except the right to receive the following consideration upon delivery of an option surrender agreement, which shall be in a form reasonably agreed to by Parent and the Company prior to the Closing (“Option Surrender Agreement”) in accordance with Section 2.5(b)(i)(B): for each share of Company Common Stock subject to such Company Stock Option, an amount in cash (without interest) equal to the excess, if any, of (i) the Merger Consideration payable in respect of a share of Company Common Stock over (ii) the per share exercise price of such Company Stock Option (such amount in cash as described above being hereinafter referred to as the “Option Consideration”). Parent and Merger Sub acknowledge and agree that the actions described in the preceding sentence shall occur at the Effective Time without any action on the part of Merger Sub, Parent or any of their respective stockholders.
Treatment of Company Stock Options. Immediately prior to the Effective Time, each Company Stock Option that is then outstanding (whether vested or unvested) that has not been exercised as of the Effective Time shall cease to be exercisable and shall be cancelled and, in consideration for such cancellation, each holder thereof shall be entitled to receive from the Surviving Company that number of whole and fractional shares of Company Common Stock equal to (i) the number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time minus (ii) the number of shares of Company Common Stock subject to such Company Stock Option which, when multiplied by the per share closing price of Company Common Stock as reported on the NYSE the day before the Effective Time, is equal to the aggregate exercise price of such Company Stock Option. Any such whole shares of Company Common Stock shall be treated as issued and outstanding as of immediately prior to the Effective Time and otherwise subject to the terms and conditions of this Agreement (including Section 2.01(c)) and any Merger Consideration payable with respect thereto shall be paid out of the Exchange Fund in accordance with Section 2.02 (less applicable withholding taxes, if any). An amount equal to the value of any such fractional shares of Company Common Stock shall be paid by the Company to the holder in cash as promptly as practicable after Closing based on the Fair Market Value (as such term is defined in the applicable Company Stock Plan) of Company Common Stock as of immediately prior to the Effective Time. In the event that the per share exercise price of any Company Stock Option is equal to or is greater than the per share closing price of Company Common Stock as reported on the NYSE the day before the Effective Time, such Company Stock Option shall be cancelled without payment therefor and shall have no further force or effect.
Treatment of Company Stock Options. Prior to the Effective Time, the Company shall take such action as may be necessary to cause each option for the purchase of Company Common Stock (a “Company Stock Option”) then outstanding, whether or not exercisable, under each of the Company’s 1993 Stock Plan, the Company’s 1996 Stock Plan or the Company’s 1998 Stock Plan (together, the “Company Stock Plans”), to become (if not then fully exercisable) fully exercisable, except for Company Stock Options held by employees who have been terminated prior to the Effective Time or by holders who have failed to achieve performance standards necessary for the vesting of such Company Stock Options, and each such Company Stock Option that is vested and exercisable shall thereafter represent the right to receive, for each share of Company Common Stock subject to such Company Stock Option, an amount in cash equal to the difference between (i) the Merger Consideration payable in respect of a share of Company Common Stock and (ii) the per share exercise price of such Company Stock Option, but only to the extent such difference is a positive number (such amount in cash as described above being hereinafter referred to as the “Option Consideration”). The parties agree that the cancellation of the Company Stock Options in exchange for the right to receive the Option Consideration pursuant to Section 2.2 and Section 2.4 is a transaction properly allocable to the portion of the Company’s day occurring after the Closing pursuant to Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) and, consequently, shall be treated for Tax purposes as occurring at the beginning of the day following the Closing and any deductions resulting therefrom are properly reportable on Parent’s consolidated federal income tax return (and any applicable state or local income tax returns). The parties shall, and shall cause their respective Affiliates to, report consistently with the foregoing for all Tax purposes
Treatment of Company Stock Options. (i) As of the Effective Time, each compensatory option to purchase Company Common Stock (each, a “Company Stock Option”) that is outstanding immediately prior to the Effective Time and (A) that is vested, (B) that was granted to a holder who, as of immediately prior to the Effective Time, is no longer an employee of the Company or its Subsidiaries or (C) that was granted to a non-employee member of the Company Board (each, a “Settled Stock Option”), shall be canceled without any action on the part of any holder thereof in consideration for the right to receive the Merger Consideration Value in respect of each Net Option Share subject to such Company Stock Option immediately prior to the Effective Time (the “Settled Stock Option Consideration”). For purposes of this Agreement, “Net Option Share” means, with respect to a Company Stock Option, the quotient obtained by dividing (A) the product obtained by multiplying (i) the excess, if any, of the value of the Merger Consideration Value over the exercise price per share of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time by (ii) the number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time by (B) the Merger Consideration Value. For purposes of the preceding sentence, “Merger Consideration Value” means an amount in cash equal to (I) the Cash Consideration plus (II) the product obtained by multiplying (x) the Exchange Ratio by (y) the Parent Share Price.