Common use of Treatment of Company Stock Options Clause in Contracts

Treatment of Company Stock Options. Each of Parent and the Company shall take all such actions as are reasonably necessary, to cause at the Effective Time each option for the purchase of Company Common Stock (“Company Stock Option”) then outstanding, whether or not exercisable, whether under the Company’s 1994 Stock Incentive Plan, 1989 Non-Qualified Stock Option Plan or 1996 Non-Employee Director Stock Option Plan (together, the “Company Stock Plans”) or otherwise, to become fully exercisable (if not then fully exercisable), and such options shall thereafter represent only the right to receive the following consideration: for each share of Company Common Stock subject to such Company Stock Option, an amount in cash 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, the “Option Consideration”). Each Company Stock Option with a per share exercise price in excess of the Merger Consideration payable in respect of a share of Company Common Stock shall be cancelled without consideration. 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. For the avoidance of doubt, the Board or applicable committee administering each Company Stock Plan shall use their interpretative authority pursuant to the Company Stock Plans to allow for, and adopt any resolutions reasonably necessary to effectuate, the foregoing. Parent shall, or shall cause the Surviving Corporation to, pay the Option Consideration to the holders of Company Stock Options as soon as practicable (and no later than thirty (30) days) following the Closing Date.

Treatment of Company Stock Options. Each 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 Parent and the Company shall take all such actions as are reasonably necessary, to cause at the Effective Time shall cease to be exercisable and shall be cancelled and, in consideration for such cancellation, each option for holder thereof shall be entitled to receive from the purchase Surviving Company that number of whole and fractional shares of Company Common Stock equal to (“Company Stock Option”i) then outstanding, whether or not exercisable, whether under the Company’s 1994 Stock Incentive Plan, 1989 Non-Qualified Stock Option Plan or 1996 Non-Employee Director Stock Option Plan (together, the “Company Stock Plans”) or otherwise, to become fully exercisable (if not then fully exercisable), and such options shall thereafter represent only the right to receive the following consideration: for each share number of shares of Company Common Stock subject to such Company Stock Option, an amount in cash equal Option immediately prior to the excess, if any, of Effective Time minus (iii) the Merger Consideration payable in respect number of a share shares of Company Common Stock over 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 (iiincluding 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 (such amount in cash as described above, the “Option Consideration”). Each Company Stock Option with a per share exercise price in excess of the Merger Consideration payable in respect of a share of Company Common Stock shall be cancelled without consideration. The actions described in the preceding sentence payment therefor and shall occur at the Effective Time without any action on the part of Merger Sub, Parent have no further force or any of their respective stockholders. For the avoidance of doubt, the Board or applicable committee administering each Company Stock Plan shall use their interpretative authority pursuant to the Company Stock Plans to allow for, and adopt any resolutions reasonably necessary to effectuate, the foregoing. Parent shall, or shall cause the Surviving Corporation to, pay the Option Consideration to the holders of Company Stock Options as soon as practicable (and no later than thirty (30) days) following the Closing Dateeffect.

Treatment of Company Stock Options. Each (a) Subject to the terms and conditions of Parent and the Company shall take all such actions as are reasonably necessarythis Agreement, no less than ten (10) days prior to cause at the Effective Time each option for the to purchase of Company Common Stock granted pursuant to a Company Option Plan (each, a “Company Stock Option”) then outstandingshall become fully vested and exercisable; and at the Effective Time, whether or not exercisable, whether under by virtue of the Company’s 1994 Stock Incentive Plan, 1989 Non-Qualified Stock Option Plan or 1996 Non-Employee Director Stock Option Plan (togetherMerger and without any further action on the part of Merger Sub, the “Company Stock Plans”) or otherwise, to become fully exercisable (if not then fully exercisable), and such options shall thereafter represent only the right to receive the following consideration: for each share any holder of any Company Common Stock subject to such or any Company Stock Option, an amount in cash 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, the “Option Consideration”). Each each Company Stock Option with a per share exercise price in excess (with respect to each such option, the “Per Share Exercise Price”) of less than the Common Stock Closing Consideration (each, a “Cash Value Option”), that is outstanding and unexercised as of the Merger Consideration payable in respect of a share of Company Common Stock Effective Time shall be cancelled and converted into the right to receive with respect to each share of Common Stock subject to such option an amount of cash, without considerationinterest, equal to the Common Stock Closing Consideration minus the applicable Per Share Exercise Price (with respect to each Cash Value Option, the “Option Closing Consideration”), plus, subject to Section 3.6 hereof, the Common Stock Escrow Amount, if any (collectively, the “Option Merger Consideration”) and less any amounts required to be deducted and withheld under any applicable Law. The actions described All payments of Option Merger Consideration with respect to cancelled Cash Value Options shall be made by the Exchange Agent as promptly as reasonably practicable in accordance with Section 3.5(a) from the preceding sentence Aggregate Merger Consideration. Any and all Company Stock Options that are outstanding and unexercised as of the Effective Time with a Per Share Exercise Price equal to or exceeding the Common Stock Closing Consideration shall occur at be immediately cancelled and forfeited as of the Effective Time without any action liability on the part of Merger Sub, Parent or any of their respective stockholders. For the avoidance of doubt, the Board or applicable committee administering each Company Stock Plan shall use their interpretative authority pursuant to the Company Stock Plans to allow for, and adopt any resolutions reasonably necessary to effectuate, the foregoing. Parent shall, or shall cause the Surviving Corporation to, pay the Option Consideration to the holders of Company Stock Options as soon as practicable (and no later than thirty (30) days) following the Closing DateCorporation.