Treatment of Options Sample Clauses

Treatment of Options. Prior to the Merger Effective Time, Xxxxxx and Merger Sub shall take all such actions as may be necessary to cause each unexpired and unexercised option, whether or not vested or exercisable, under stock option plans of Xxxxxx with respect to Xxxxxx Common Stock (each, an "Option") to be automatically converted at the Merger Effective Time into an option (an "Exchange Option") to purchase, on the same terms and conditions as were applicable to each such Option immediately before the Merger Effective Time (except for any changes in vesting rights or acceleration of exercise rights pursuant to the terms of the stock option plans and related agreements in existence as of the date of this Agreement, that result from the occurrence of the Transactions), (i) that number of shares of Surviving Corporation Common Stock equal to the number of shares of Xxxxxx Common Stock issuable immediately prior to the Merger Effective Time upon exercise of the Option and (ii) at a price per share equal to the exercise price which existed under the corresponding Option immediately prior to the Merger Effective Time; provided, however, that in the case of any Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, the conversion formula shall be adjusted, if necessary, to comply with Section 424(a) of the Code. In connection with the issuance of Exchange Options, the Surviving Corporation shall (a) reserve for issuance the number of shares of Surviving Corporation Common Stock that will become subject to Exchange Options pursuant to this Section 1.9 and (b) from and after the Merger Effective Time, upon exercise of Exchange Options, make available for issuance all shares of Surviving Corporation Common Stock covered thereby, subject to the terms and conditions applicable thereto. Prior to the Merger Effective Time, the Board of Directors of Xxxxxx, or an appropriate committee of non-employee directors thereof, as applicable, shall adopt resolutions consistent with the interpretive guidance of the U.S. Securities and Exchange Commission (the "SEC") and any other applicable securities regulatory authorities so that the disposition of the Options and the acquisition of the Exchange Options, any shares of Surviving Corporation Common Stock or any other equity securities or derivative securities of the Surviving Corporation pursuant to this Agreement by any officer or director of Xxxxxx who may become a covered person of the Surviv...

Treatment of Options. (a) Each RemainCo Option that is outstanding immediately prior to the Effective Time and held by a RemainCo Employee, former RemainCo Employee, SpinCo Employee, former SpinCo Employee or a Xperi Director shall be converted, as of the Effective Time, into both a Post-Separation RemainCo Option and a SpinCo Option and each such award shall be subject to the same terms and conditions (including with respect to vesting and expiration) after the Effective Time as the terms and conditions applicable to such RemainCo Option immediately prior to the Effective Time; provided, however, that certain restrictions may be imposed on such Post-Separation RemainCo Option or SpinCo Option after the Effective Time if necessary and appropriate to comply with applicable Law; and further, provided, however, that from and after the Effective Time: (i) the number of shares of RemainCo Common Stock subject to such Post-Separation RemainCo Option shall be equal to the product, rounded down to the nearest whole share, obtained by multiplying (A) the number of shares of RemainCo Common Stock subject to the corresponding RemainCo Option immediately prior to the Effective Time by (B) the RemainCo Value Factor; and (ii) the number of shares of SpinCo Common Stock subject to such SpinCo Option shall be equal to the product, rounded down to the nearest whole share, obtained by multiplying (A) the number of shares of RemainCo Common Stock subject to the corresponding RemainCo Option immediately prior to the Effective Time by (B) the SpinCo Value Factor; (iii) the per share exercise price of such Post-Separation RemainCo Option shall be equal to the quotient, rounded up to the nearest cent, obtained by dividing (A) the per share exercise price of the corresponding RemainCo Option immediately prior to the Effective Time by (B) the RemainCo Ratio; (iv) the per share exercise price of such SpinCo Option shall be equal to the quotient, rounded up to the nearest cent, obtained by dividing (A) the per share exercise price of the corresponding RemainCo Option immediately prior to the Effective Time by (B) the SpinCo Ratio. (b) Notwithstanding anything to the contrary in this Section 4.1, the exercise price, the number of shares of RemainCo Common Stock subject to each Post-Separation RemainCo Option and the number of shares of SpinCo Common Stock subject to the SpinCo Option, as applicable, and the terms and conditions of exercise of such options, shall be determined in a manner consistent with t...

Treatment of Options. Immediately prior to the Effective Time, each option to purchase Shares (each, a “Company Option”) under any stock option or other equity or equity-based plan of the Company, including the 2007 Equity and Incentive Plan, as amended and restated effective as of June 11, 2013 (the “Company Equity Plans”), that is unexpired and unexercised and vested immediately prior to the Effective Time (a “Vested Company Option”) (or portion thereof), shall be cancelled and, in exchange therefor, each former holder of any such cancelled Vested Company Option shall be entitled to receive, in consideration of the cancellation of such Vested Company Option and in settlement therefor, a payment in cash (subject to any applicable withholding or other Taxes required by applicable Law) of an amount equal to the product of (i) the total number of Shares subject to such Vested Company Option immediately prior to such cancellation and (ii) the excess, if any, of the Merger Consideration over the exercise price per Share subject to such Vested Company Option immediately prior to such cancellation (such amounts payable hereunder being referred to as the “Option Payments”). No holder of a Vested Company Option that, as of immediately prior to such cancellation, has an exercise price per Share that is equal to or greater than the Merger Consideration shall be entitled to any payment with respect to such cancelled Vested Company Option. From and after the Effective Time, each Vested Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the Option Payment, if any. On or as soon as practicable following the Closing, but in any event no later than 15 days following the Closing, the Surviving Corporation shall make, by a payroll payment through the Company’s or Merger Sub’s payroll provider and subject to withholding, if any, as described in Section 2.5 to each holder of Vested Company Options, such holder’s Option Payment.

Treatment of Options. (A) If upon termination of his employment pursuant to Section 6(f)(1) Executive holds any options (the “Options”) with respect to the common stock (the “Common Stock”) of the Company, which are not then exercisable, said Options shall immediately vest upon termination. All such Options shall remain outstanding and exercisable for the remainder of the full term thereof (i.e. the term of said Option shall not be shortened as a result of any change in control provisions or other adjustment provisions contained in the Option agreement or the plan under which the Options were issued). (B) If Executive holds Options and (i) the Company effects any merger or consolidation of the Company with or into another person, (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or another person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (each a “Fundamental Transaction”), then, upon any subsequent exercise of the Options, Executive shall have the right to receive, for each share of Common Stock underlying the Option that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which the Option is exercisable immediately prior to such event. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then Executive shall be given the same choice as to the Alternate Consideration it receives upon any exercise of the Option following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to Company or surviving entity in such Fundamental Transaction shall issue to Executive a new option consistent with the foregoing provisions a...

Treatment of Options. (a) Each outstanding Company Option shall be subject to the terms of this Agreement. (b) Immediately upon execution of this Agreement, the Company shall cause all Company Options held by the Continuing Stockholders, whether or not then fully vested or exercisable, to become fully vested and exercisable. Nothing in this Agreement shall be interpreted to prevent or hinder the Continuing Stockholders from exercising their rights under such Company Options prior to the Effective Time. (c) Immediately prior to the Effective Time, the Company shall cause each outstanding Company Option, whether or not then fully vested or exercisable, to be deemed fully vested and exercisable, and to be terminated and converted into the right to receive from the Surviving Corporation an amount of cash equal to the product of (i) the number of Common Shares subject to the Company Option (which shall have been deemed to be fully vested and exercisable) and (ii) the excess, if any, of the Cash Merger Consideration over the exercise price per share of such Company Option (the "Option Consideration"), with no payment being required when the difference is not a positive number. The Surviving Corporation shall pay each holder of the Company Options, promptly following the Effective Time, the Option Consideration for all Company Options held by such holder. The Board or any committee thereof responsible for the administration of the Company's Amended and Restated 1993 Stock Incentive Plan (the "Stock Incentive Plan") shall take any and all action necessary to effectuate the matters described in this Section 1.10 on or before the Effective Time. Any amounts payable pursuant to this Section 1.10 shall be subject to any required withholding of taxes and shall be paid without interest.

Treatment of Options. Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, immediately prior to the Effective Time, each outstanding option to purchase Shares (the “Company Options”) other than the Company Warrants (as defined below), under any equity plan of the Company, including the 2000 Stock Option/Stock Issuance Plan, the 2010 Stock Incentive Plan and the 2011 Stock Incentive Plan, each as amended (collectively, the “Company Equity Plans”), or otherwise shall be accelerated and automatically become fully vested, cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option and in settlement therefor, a payment in cash (subject to any withholding in accordance with Section 2.2(e)) of an amount equal to the product of (i) the total number of Shares previously subject to such Company Option, and (ii) the excess, if any, of the Per Share Amount over the exercise price per Share previously subject to such Company Option (such amounts payable hereunder, the “Option Payments”). Promptly following the Effective Time (and no later than ten (10) days following the Effective Time), Parent shall cause the Surviving Corporation to pay to each holder of a Company Option an amount equal to the Option Payment (if any) with respect to such Company Option. From and after the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the Option Payment as set forth herein.

Treatment of Options. Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, immediately prior to the Effective Time, (i) the vesting and exercisability of each then unexpired and unexercised option or similar rights to purchase Company Common Stock (the “Company Options”), granted under any stock option plan of the Company, including the Clarient, Inc. 2007 Incentive Award Plan, the Chromavision Medical Systems, Inc. 1996 Equity Compensation Plan, as amended from time to time, or any other plan, agreement or arrangement (collectively, the “Company Stock Plans”), held by any Person who is, to the extent required by the terms of the applicable Company Stock Plan or award agreement, then performing services as an employee, director or consultant of the Company immediately prior to the Effective Time, shall be fully accelerated, (ii) each Company Option with an exercise price per share of Company Common Stock that is greater than or equal to the Common Offer Price, without regard to the identity of the holder, shall be cancelled and terminated, and (iii) each Company Option with an exercise price per share of Company Common Stock that is less than the Common Offer Price, without regard to the identity of the holder, shall be deemed exercised and, at the Effective Time, shall be terminated and converted into the right to receive an amount (subject to any applicable withholding or other Taxes required by applicable Law to be withheld in accordance with Section 2.2(e)) equal to the product of (A) the total number of shares of Company Common Stock deemed to be issued upon the deemed exercise of such Company Option and (B) the excess, if any, of the Common Consideration over the exercise price per share of Company Common Stock previously subject to such Company Option (such amounts payable hereunder being referred to as the “Option Payments”). From and after the Effective Time, any such deemed exercised Company Option shall only entitle such holder to the payment of the Option Payments. Without limiting the foregoing, the Company shall take all necessary action under the Company Stock Plans and the stock option agreements evidencing the Company Options (including, to the extent necessary, obtaining consent of the holders of the Company Options) to effectuate the actions contemplated by this Section 2.4(a).

Treatment of Options. (a) The Board of Directors of the Company (or, if appropriate, any committee thereof) shall take all action necessary and appropriate to provide that, at the Closing and contingent upon the consummation of the Contemplated Transactions, each holder of an Option which is outstanding and unexercised (whether or not exercisable) immediately prior thereto shall, in cancellation and full settlement thereof, be entitled to receive the consideration due such Option Holder pursuant to this Section 2.3. (b) At the Closing, the following events shall occur: (i) the Company shall pay a portion of the Net Proceeds, if any, to the Option Holders in the amounts set forth on Schedule 2.3 hereto under the heading “Closing Date Payments” through its normal payroll processing procedures and subject to all applicable payroll and withholding taxes required by applicable Tax Law to be withheld; and (ii) Purchaser shall pay to the Company an amount in cash equal to (x) the Aggregate Option Holder Closing Date Payments minus (y) the amount, if any, paid by the Company to the Option Holders pursuant to Section 2.3(b)(i), to an account designated by the Company, and, upon receipt of such funds, the Company shall pay the amounts set forth on Schedule 2.3 hereto under the heading “Closing Date Payments” to the Option Holders, to the extent not previously paid pursuant to Section 2.3(b)(i), through its normal payroll processing procedures and subject to all applicable payroll and withholding taxes required by applicable Tax Law to be withheld. (c) The Company shall also pay any additional funds paid to it under Section l0.2(i) on behalf of the Option Holders, subject to all applicable payroll and withholding taxes required by applicable Tax Law to be withheld.

Treatment of Options. At the Effective Time, each holder of a then outstanding option to purchase Shares under the Company's 1992 Stock Plan, 1996 Stock Plan and the Amended and Restated 1996 Non-Employee Director Stock Option Plan (collectively, the "Company Stock Option Plans"), to the extent such option is then exercisable (individually, an "Option" and collectively, the "Options"), shall, in settlement thereof, receive for each Share subject to such Option (but only to the extent such Option is then exercisable for each such Share) an amount (subject to any applicable withholding tax) in cash equal to the difference between the Merger Consideration and the per share exercise price of such Option to the extent such difference is a positive number (such amount being hereinafter referred to as the "Option Consideration"). Upon receipt of the Option Consideration, the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such Option. Prior to the Effective Time, the Company shall take all such lawful action as may be necessary to give effect to the transactions contemplated by this Section 3.04 (except for such action that may require the approval of the Company's stockholders). Except as otherwise agreed to by the parties, the Company shall use its reasonable efforts to ensure that (i) all Company Stock Option Plans shall terminate as of the Effective Time and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any subsidiary thereof shall be canceled as of the Effective Time, and (ii) following the Effective Time, no participant in any Company Stock Option Plan or other plans, programs or arrangements shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any subsidiary or affiliate thereof and to terminate all such plans.

Treatment of Options. 8 ARTICLE III