Treatment of Stock Options. At the Effective Time, with respect to each outstanding option to purchase Shares (a “Company Option”) under the Company Stock Plans, whether vested or unvested, (x) if the exercise price of such Company Option is equal to or greater than the Cash Election Consideration, such Company Option shall terminate and be cancelled as of immediately prior to the Effective Time, without any consideration being payable in respect thereof, and have no further force or effect, and (y) if the exercise price of such Company Option is less than the Cash Election Consideration, thirty percent (30%) of such Company Options held by each holder thereof (rounded to the nearest whole share), other than any Company Option that is not held by a Company Employee and any Company Option held by a non-employee Director, shall be deemed to be “Rollover Options” and the remaining Company Options (other than Company Options cancelled pursuant to clause (x) above) shall be deemed to be “Cash-Out Options”. At the Effective Time, automatically and without any required action on the part of the holder thereof:
(i) each such Cash-Out Option shall terminate and be cancelled as of immediately prior to the Effective Time in exchange for the right to receive, in accordance with this Section 4.6(a), a lump sum cash payment in the amount equal to (i) the number of Shares subject to the Company Option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of the dollar value of the Cash Election Consideration (the “Cash Award Consideration”), over the applicable exercise price (the “Option Payment”). The Option Payment (if any) payable under this Section 4.6(a) to each former holder of a Company Option that was outstanding immediately prior to the Effective Time shall be paid through the Surviving Company’s payroll to such former holder as soon as practicable following the Effective Time (but in any event not later than ten (10) Business Days thereafter), net of any Taxes withheld pursuant to Section 4.2(h); and
(ii) each Rollover Option shall be assumed and converted automatically into a fully-vested option (an “Adjusted Stock Option”) to purchase, on substantially the same terms and conditions (other than vesting) as were applicable under such Rollover Option immediately prior to the Effective Time, the number of shares of Series C Common Stock (rounded down to the nearest whole number of shares) equal to the product of (A) the number of Shares subject to such Rollover Op...
Treatment of Stock Options. (a) Prior to the Effective Date, Company and Parent shall take all such actions as may be necessary to cause each unexpired and unexercised option or right to purchase shares of Company Common Shares under stock option plans and stock purchase plans of Company in effect on the date hereof which has been granted by Company to current or former directors, officers or Employees of Company or its subsidiaries (each, a "Company Option") to be automatically converted on the Effective Date into an option (each, a "Parent Exchange Option") to purchase that number of shares of Common Stock equal to the number of shares of Company Common Shares issuable immediately prior to the Effective Date upon exercise of the Company Option (without regard to actual restrictions on exercisability) multiplied by the Exchange Ratio, with an exercise price equal to the exercise price which existed under the corresponding Company Option divided by the Exchange Ratio, and with other terms and conditions that are the same as the terms and conditions of such Company Option immediately before the Effective Date (including, without limitation, the acceleration of the exercisability of each such option upon the consummation of the Merger and the length of the period of continuing exercisability of each such option after any termination of the employment of the respective optionee); provided that with respect to any Company Option that is an "incentive stock option" within the meaning of Section 422 of the Code, the foregoing conversion shall be carried out in a manner satisfying the requirements of Section 424(a) of the Code. In connection with the issuance of Parent Exchange Options, Parent shall (i) reserve for issuance the number of shares of Common Stock that will become subject to Parent Exchange Options pursuant to this Section 2.3, and (ii) from and after the Effective Date, upon exercise of Parent Exchange Options, make available for issuance all shares of Common Stock covered thereby, subject to the terms and conditions applicable thereto. Each director, officer or
(b) Company agrees to issue treasury shares of Company, to the extent available, upon the exercise of Company Options prior to the Effective Date.
(c) Parent agrees to file with the Securities and Exchange Commission ("Commission") as soon as reasonably practicable after the Closing Date a registration statement on Form S-8 or other appropriate form under the Securities Act to register shares of Common Stock issuable u...
Treatment of Stock Options. 6 ARTICLE III.
Treatment of Stock Options. SARs, VARs, Stock and SVEU Holdings. At closing of the transaction resulting in the Change of Control Event or, if there is no such closing, within thirty (30) calendar days of Change of Control Event becoming effective, CH2M HILL or successor shall cause the following:
Treatment of Stock Options. Any unvested stock options outstanding on the date of the Change of Control (and any options into which such options are converted or options granted in substitution for such unvested options) shall become fully exercisable, and shall remain exercisable for the period applicable to vested options under the applicable option agreement.
Treatment of Stock Options. The merger agreement provides that, at the effective time of the merger, each stock option of Convergent which is then outstanding and unexercised will be converted into options to purchase common stock of our Parent. Each option assumed by our Parent under the merger agreement will continue to have, and be subject to, the same terms and conditions set forth in Convergent's stock option plan and the applicable stock option agreement then in effect, except that (1) the option will be exercisable for that number of shares of our Parent's common stock equal to the number of shares of Convergent's common stock subject to such option immediately prior to the effective time of the merger, and (2) the exercise price per share will remain as the exercise price per share in effect for that option immediately prior to the effective time of the merger. Consistent with the terms of Convergent's stock option plan and the documents governing the outstanding options under the plan, the merger will not terminate any of the outstanding options under Convergent's stock option plan. Within 20 business days after the effective time of the merger, our Parent will issue to each person who, immediately prior to the effective time of the merger, was a holder of an outstanding option under the Convergent's stock option plan, a document in form and substance satisfactory to Convergent evidencing the assumption of options by our Parent. All outstanding rights of Convergent which it held immediately prior to the effective time of the merger will, at the effective time of the merger, be assigned to our Parent in the merger and will be exercisable by our Parent upon the same terms and conditions in effect immediately prior to the effective time of the merger.
Treatment of Stock Options. Each stock option to purchase Company Common Stock not exercised prior to the Effective Date shall automatically be canceled on and as of the Effective Date.
Treatment of Stock Options. In the event of a Change of Control and the Employee (i) is offered and accepts a position with the New Company , or (ii) is not offered a position as an executive officer with the New Company, then immediately prior to the time of effectiveness of the Change of Control an additional two years vesting of employees stock option to purchase the Company's Common Stock granted to Employee over the course of his employment with the Company and held by Employee on the effective date of a Change of Control shall immediately vest on such date as to that number of shares that would have vested in accordance with the terms of the 1997 Incentive Plan, as amended. "New Company", as used in this section shall mean: (a) in the case of a Change of Ownership (as defined in Section 4(a)(i) below), the Company; (b) in the case of a Merger (as defined in Section 4(a)(ii) below), the surviving entity; or (c) in the case of a Sale of Assets (as described in section 4(a)(ii) below), the purchaser of all or substantially all of the Company's assets.
Treatment of Stock Options. (a) At the Effective Time, each outstanding option to purchase shares of FFBS Common Stock under the FFBS stock option plans (each, an "FFBS Stock Option"), whether vested or unvested, shall be converted into an option to acquire, on the same terms and conditions as were applicable under such FFBS Stock Option, the number of shares of NBC Common Stock equal to (a) the number of shares of FFBS Common Stock subject to the FFBS Stock Option, multiplied by (b) the Exchange Rate (such product rounded to the nearest whole number) (a "Replacement Option"), at the exercise price per share (rounded down to the nearest whole cent) equal to (y) the per share exercise price pursuant to such FFBS Stock Option divided by (z) the Exchange Rate. For example, each FFBS Stock Option with an exercise price of $10.00 shall be converted into an option to purchase .7702 shares of NBC Common Stock with an exercise price of $12.98. Notwithstanding the foregoing, each FFBS Stock Option which is intended to be an "incentive stock option" (as defined in Section 422 of the Code) shall be adjusted in accordance with the requirements of Section 424 of the Code. Accordingly, with respect to "incentive stock options," fractional shares will be rounded down to the nearest whole number of shares and where necessary the per share exercise price shall be rounded up to the nearest cent. At or prior to the Effective Time, FFBS shall use its best efforts, including its reasonable best efforts to obtain any necessary consents from optionees, with respect to the FFBS stock option plans to permit the replacement of the outstanding FFBS Stock Options by NBC pursuant to this Section and to permit NBC to assume the FFBS stock option plans. FFBS shall further take all action necessary to amend the FFBS stock option plans to eliminate automatic grants or awards thereunder following the Effective Time. At the Effective Time, NBC shall assume the FFBS stock option plans; provided, that such assumption shall be only in respect of the Replacement Options and that NBC shall have no obligation with respect to any awards under the FFBS stock option plans other than the Replacement Options and shall have no obligation to make any additional grants or awards under such assumed FFBS stock option plans. As used herein, Exchange Rate shall mean the Exchange Rate as it may be adjusted pursuant to Section 1.4 of this Agreement.
(b) At all time after the Effective Time, NBC shall reserve for issuance such number of s...
Treatment of Stock Options. Prior to the Effective Time, Parent and the Company shall take all such actions as may be necessary to cause each unexpired and unexercised outstanding option granted or issued under the Company stock option or equity-incentive plans in effect on the date of this Agreement (each, a "COMPANY OPTION") to be automatically converted at the Effective Time into the right to receive an amount in cash (less any required tax withholdings) determined by multiplying (i) the excess, if any, of the Merger Consideration over the applicable exercise price of such Company Option by (ii) the number of shares of Company Common Stock subject to such Company Option. Prior to the Effective Time, the Company shall obtain any consents from holders of the Company Options to make any amendments to the terms of the applicable stock option plans or arrangements that are necessary to give effect to the transactions contemplated by this Section 3.3. Notwithstanding the foregoing provisions of this Section 3.3, payment may be withheld in respect of any Company Option until the necessary consents are obtained. The conversion of a Company Option into the right to receive the payment provided by this Section 3.3 shall be deemed a cancellation of such Company Option and a release of any and all rights the holder had or may have had in respect of such Company Option. Notwithstanding the foregoing, Parent and the Company shall use reasonable efforts to take the actions contemplated by this Section 3.3 as soon as practicable following the Acceptance Date.
