Common use of Treatment of Stock Options and Other Stock-based Compensation Clause in Contracts

Treatment of Stock Options and Other Stock-based Compensation. (a) At the Effective Time, each option to acquire shares of Company Common Stock (each, a "Company Stock Option") that is outstanding immediately prior to the Effective Time and is then vested or exercisable or becomes vested as a result of the transactions contemplated by this Agreement, shall be, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, the holder of that Company Stock Option or any other Person, cancelled and converted into the right to receive from Parent and the Surviving Corporation, as promptly as reasonably practicable after the Effective Time, an amount in cash, without interest, equal to the product of (x) the aggregate number of shares of Company Common Stock subject to such Company Stock Option, multiplied by (y) the excess, if any, of the Merger Consideration over the per share exercise price under such Company Stock Option, less any Taxes required to be withheld in accordance with Section 3.05.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Nanosphere Inc), Agreement and Plan of Merger (Nanosphere Inc)

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Treatment of Stock Options and Other Stock-based Compensation. (a) At The Company shall take all requisite action so that, at the Effective Time, each option to acquire shares of Company Common Stock (each, a "Company Stock Option") that is outstanding immediately prior to the Effective Time and is Time, whether or not then vested or exercisable or becomes vested as a result of the transactions contemplated by this Agreementexercisable, shall be, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, the holder of that Company Stock Option or any other Person, cancelled and converted into the right to receive from Parent and the Surviving Corporation, as promptly as reasonably practicable after the Effective Time, an amount in cash, without interest, equal to the product of (x) the aggregate number of shares of Company Common Stock subject to such Company Stock Option, multiplied by (y) the excess, if any, of the Merger Consideration over the per share exercise price under such Company Stock Option, less any Taxes required to be withheld in accordance with Section 3.052.05.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Access to Money, Inc.), Agreement and Plan of Merger (Cardtronics Inc)

Treatment of Stock Options and Other Stock-based Compensation. (a) At The Company shall take all requisite action so that, at the Effective Time, each option to acquire shares of Company Common Stock (each, a "Company Stock Option") that is outstanding immediately prior to the Effective Time and is Time, whether or not then vested or exercisable or becomes vested as a result of the transactions contemplated by this Agreementexercisable, shall be, by virtue of the Merger and without any action on the part of Parent, Merger SubSubsidiary, the Company, the holder of that Company Stock Option or any other Person, cancelled and converted into the right to receive from Parent and the Surviving Corporation, as promptly as reasonably practicable after the Effective Time, an amount in cash, without interest, equal to the product of (x) the aggregate number of shares of Company Common Stock subject to such Company Stock Option, multiplied by (y) the excess, if any, of the Merger Consideration over the per share exercise price under such Company Stock Option, less any Taxes required to be withheld in accordance with with. Section 3.05.2.05. (X × Y – tax = option conversion price)

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Nitro Petroleum Inc.), Agreement and Plan of Merger (Core Resource Management, Inc.)

Treatment of Stock Options and Other Stock-based Compensation. (a) At The Company shall take all requisite action so that, at the Effective Time, each option to acquire shares of Company Common Stock (each, a "Company Stock Option") that is outstanding immediately prior to the Effective Time and is Time, whether or not then vested or exercisable or becomes vested as a result of the transactions contemplated by this Agreementexercisable, shall be, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, the holder of that Company Stock Option or any other Person, cancelled and converted into the right to receive from Parent and the Surviving Corporation, as promptly as reasonably practicable after the Effective Time, an amount in cash, without interest, equal to the product of (x) the aggregate number of shares of Company Common Stock subject to such Company Stock Option, multiplied by (y) the excess, if any, of the Merger Consideration over the per share exercise price under such Company Stock Option, less any Taxes required to be withheld in accordance with Section 3.05.

Appears in 2 contracts

Samples: Tender and Voting Agreement (Computer Software Innovations, Inc.), Agreement and Plan of Merger (Tasty Baking Co)

Treatment of Stock Options and Other Stock-based Compensation. (a) At To the Effective Timeextent required by the applicable Company Stock Plans, each option to acquire shares of Company Common Stock (each, a "Company Stock Option") that is outstanding immediately prior to the Effective Time and is Time, whether or not then vested or exercisable or becomes vested exercisable, shall be as a result of the transactions contemplated by this Agreement, shall beEffective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, the holder of that Company Stock Option or any other Person, cancelled and converted into the right to receive from Parent and the Surviving Corporation, as promptly as reasonably practicable after the Effective Time, an amount in cash, without interest, equal to the product of (x) the aggregate number of shares of Company Common Stock subject to such Company Stock Option, multiplied by (y) the excess, if any, of the Merger Consideration over the per share exercise price under such Company Stock Option, less any Taxes required to be withheld in accordance with Section 3.052.03 (the “Option Consideration”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Valpey Fisher Corp)

Treatment of Stock Options and Other Stock-based Compensation. (a) At The Company shall take all requisite action so that, at the Effective Time, each option to acquire shares of Company Common Stock (each, a "Company Stock Option") that is outstanding immediately prior to the Effective Time and is Time, whether or not then vested or exercisable or becomes vested as a result of the transactions contemplated by this Agreementexercisable, shall be, by virtue of the Merger and without any action on the part of Parent, Merger SubSubsidiary, the Company, the holder of that Company Stock Option or any other Person, cancelled and converted into the right to receive from Parent and the Surviving Corporation, as promptly as reasonably practicable after the Effective Time, an amount in cash, without interest, equal to the product of (x) the aggregate number of shares of Company Common Stock subject to such Company Stock Option, multiplied by (y) the y)the excess, if any, of the Merger Consideration over the per share exercise price under such Company Stock Option, less any Taxes required to be withheld in accordance with with. Section 3.05.2.05. (X × Y – tax = option conversion price)

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nitro Petroleum Inc.)

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Treatment of Stock Options and Other Stock-based Compensation. (a) At The Company shall take all requisite action so that, at the Effective Time, each option to acquire shares of Company Common Stock (each, a "Company Stock Option") that is outstanding immediately prior to the Effective Time and is Time, whether or not then vested or exercisable or becomes vested as a result of the transactions contemplated by this Agreementexercisable, shall be, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, the holder of that Company Stock Option or any other Person, cancelled and converted into the right to receive from Parent and the Surviving CorporationCompany, as promptly as reasonably practicable after the Effective Time, an amount in cash, without interest, equal to the product of (x) the aggregate number of shares of Company Common Stock subject to such Company Stock Option, multiplied by (y) the excess, if any, of the Merger Consideration over the per share exercise price under such Company Stock Option, less any Taxes required to be withheld in accordance with Section 3.052.05.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gateway Energy Corp/Ne)

Treatment of Stock Options and Other Stock-based Compensation. (a) At the Effective Time, each option to acquire shares of Company Common Stock (each, a "Company Stock Option") that is outstanding immediately prior to the Effective Time and is then vested or exercisable or becomes vested as a result of the transactions contemplated by this Agreement, shall be, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, the holder of that Company Stock Option or any other Person, cancelled and converted into the right to receive from Parent and the Surviving Corporation, as promptly as reasonably practicable after the Effective Time, an amount in cash, without interest, equal to the product of (x) the aggregate number of shares of Company Common Stock subject to such Company Stock Option, multiplied by (y) the excess, if any, of the Merger Consideration over the per share exercise price under such Company Stock Option, less any Taxes required to be withheld in accordance with Section 3.05.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Luminex Corp)

Treatment of Stock Options and Other Stock-based Compensation. (a) At The Company shall take all requisite action so that, at the Effective Time, each option to acquire shares of Company Common Stock (each, a "Company Stock Option") that is outstanding immediately prior to the Effective Time and is Time, whether or not then vested or exercisable or becomes vested as a result of the transactions contemplated by this Agreementexercisable, shall be, by virtue of the Merger and without any action on the part of Parent, Merger Subthe Forsyth Parties, the Company, the holder of that Company Stock Option or any other Person, cancelled and converted into the right to receive from Parent FCI, Buyer, Mezzanine, and the Surviving Corporation, as promptly as reasonably practicable after the Effective Time, an amount in cash, without interest, equal to the product of (x) the aggregate number of shares of Company Common Stock subject to such Company Stock Option, multiplied by (y) the excess, if any, of the Merger Consideration over the per share exercise price under such Company Stock Option, less any Taxes required to be withheld in accordance with Section 3.052.05.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Baldwin Technology Co Inc)

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