Treatment of Stock Options and Warrants. (a) Prior to the Effective Time, Parent and the Company shall take all such actions as may be necessary to cause each unexpired and unexercised option or right to purchase shares of Company Common Stock granted (or subject to being granted on a contingent basis) under the Company's various stock option plans in effect on the date hereof to current or former directors, officers, employees, consultants or independent contractors of the Company (each, a "Company Option") to cease to represent the right to purchase Company Common Stock and to be adjusted at the Effective Time to represent the right (an "Adjusted Option") to purchase that number of shares of Parent Common Stock equal to the number of shares of Company Common Stock issuable immediately prior to the Effective Time 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 Time. In connection with the issuance of Adjusted Options, Parent shall (i) reserve for issuance the number of shares of Parent Common Stock that will become subject to Adjusted Options pursuant to this Section 2.4 and (ii) from and after the Effective Time, upon exercise of Adjusted Options, make available for issuance all shares of Parent Common Stock covered thereby, subject to the terms and conditions applicable thereto.
Treatment of Stock Options and Warrants. The Company, the Board and each relevant committee of the Board shall, effective immediately prior to the consummation of the Merger, cause each option to purchase shares of Company Common Stock (collectively, the "Stock Options") and each warrant to purchase shares of Company Common Stock (collectively, the "Warrants") that is outstanding immediately prior to the consummation of the Merger, whether granted under the 1987 Employee Stock Option Plan or the 1997 Long-Term Incentive Plan, each as amended to date (collectively, the "Stock Option Agreements"), or under the Warrants set forth on Schedule 2.3(a) attached hereto (collectively, the "Warrant Agreements"), or otherwise, to become fully vested and/or exercisable. Immediately prior to the Effective Time, the Company shall cause each then outstanding Stock Option, to be cancelled in exchange for an amount in cash (less any applicable withholding), payable at the Effective Time, equal to the product of (i) the number of unexercised shares of Company Common Stock subject to such Stock Option and (ii) the excess, if any, of the Merger Consideration over the per share exercise price of such Stock Option. Immediately prior to the Effective Time, the Company shall cause each then outstanding Warrant, to be cancelled in exchange for an amount in cash (less any applicable withholding), payable at the Effective Time, equal to the product of (i) the number of shares of Company Common Stock subject to such Warrant and (ii) the excess, if any, of the Merger Consideration over the per share exercise price of such Warrant.
Treatment of Stock Options and Warrants. (a) Each Series C Warrant outstanding immediately prior to Closing shall automatically, and without further action by any Person, be deemed to be exercised in full pursuant to a cashless net exercise (“Net Exercise”) in the manner set forth in the applicable Warrant to Purchase Stock entered into between the Company and the holder of such Series C Warrant. Upon such Net Exercise, each holder of Series C Warrants shall be deemed to be a Stockholder with respect to the shares of Series C Preferred Stock issuable pursuant to the Net Exercise. Upon execution and delivery of a Letter of Transmittal by such holder of Series C Warrants, each such share of Series C Preferred Stock issuable to such holder of Series C Warrants shall be converted into the right to receive from the Surviving Corporation and Parent, at the time(s) and in the manner set forth in this Agreement, the consideration payable with respect to such Company Share described in Section 2.4(c) of this Agreement. For the avoidance of doubt, a holder of Series C Warrants who executes and delivers a Letter of Transmittal with respect to each such share of Series C Preferred Stock issuable to such holder of Series C Warrants shall be deemed to be an “Executing Stockholder.”
Treatment of Stock Options and Warrants. (a) At the Effective Time, each unexpired and unexercised option or right to purchase shares of Company Common Stock granted (or subject to being granted on a contingent basis) under the Company's various stock option plans in effect on the date hereof to current or former directors, officers, employees, consultants or independent contractors of the Company or its subsidiaries (each, a "Company Option" and collectively, "Company Options") shall be assumed by Parent and converted, without further action, into an option (an "Adjusted Option") to acquire, on the same terms and conditions as were applicable under the Company Options and the plans under which they were issued, prior to the Effective Time (including without limitation any provisions for acceleration), that number of shares of Parent Common Stock equal to the number of shares of Company Common Stock issuable immediately prior to the Effective Time upon exercise of the Company Options (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 Options divided by the Exchange Ratio. In addition, notwithstanding the foregoing, each Company Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the option, within the meaning of Section 424(h) of the Code. As of the Effective Time, all references to the Company in each Company Option shall be deemed to be references to Parent, where appropriate, and Parent shall assume the obligations of the Company under the Company's 1994 Incentive Stock Plan, as amended, but not under the 1994 Non-qualified Stock Option Plan for Non-Employee Directors, which plan will be terminated as of the Effective Time (but without adversely affecting the holders of outstanding options under such plan). On the Closing Date, Parent will deliver to the holders of Company Options appropriate notices setting forth such holders' rights pursuant thereto together with written evidence of Parent's acceptance and assumption of all Company Options.
Treatment of Stock Options and Warrants. (a) Each option to purchase shares of CNB Financial Common Stock issued by CNB Financial and outstanding at the Effective Time pursuant to the CNB Financial Amended and Restated Stock Option Plan (formerly, the Commonwealth National Bank 2001 Stock Option Plan) or the CNB Financial Corp. 2008 Equity Incentive Plan (each, a “CNB Financial Option”) whose exercise price is less than $10.75 shall be cancelled, effective immediately prior to the Effective Time, and shall be converted into cash in an amount equal to $10.75 minus the exercise price of such option.
Treatment of Stock Options and Warrants. Immediately prior to the effective time of the Merger, each outstanding debt obligation convertible into shares, option or warrant to purchase shares of BFS or BTI capital stock, if any, whether vested or unvested, will be cancelled as of the effective time of the Merger and releases in form and substance satisfactory to the Company and its counsel will be executed by each such option or warrant holder.
Treatment of Stock Options and Warrants. (a) No later than ten (10) Business Days prior to the Closing Date, the Company shall provide written notice to each holder of a Company Stock Option (each, an “Optionholder”) providing that (i) each Company Stock Option shall become fully vested and immediately exercisable, and (ii) each Optionholder shall have an opportunity to exercise his or her Company Stock Options, as applicable, no later than one (1) business day prior to the Closing Date (the “Final Exercise Date”). Effective as of immediately prior to the Effective Time, all Company Stock Options shall, to the extent then outstanding and unexercised, automatically be cancelled and shall cease to exist without any cash or other consideration being paid or provided in respect thereof, and each applicable Optionholder shall cease to have any rights with respect to the Company Stock Options.
Treatment of Stock Options and Warrants. (a) The Company and Parent shall take such actions as are necessary to provide that at the Effective Time each outstanding Company Stock Option and Company Warrant that is not canceled in accordance with its terms as a result of the Merger and Contribution shall be assumed by Newco and converted into an option or warrant, as the case may be, to purchase the same number of shares of Newco Class A Common Stock at the same per share exercise price as applied to the Company Stock Option or Company Warrant, as the case may be, prior to such conversion. Following the Effective Time, each Company Stock Option and Company Warrant shall continue to have, and shall be subject to, the same terms and conditions as set forth in the Company Option Plan, the Warrant Agreements and any other agreement pursuant to which such Company Stock Option or Company Warrant was subject immediately prior to the Effective Time, as the case may be.
Treatment of Stock Options and Warrants. 7 Directors and Executive Management Following the Merger . . . . . . . . . . . . . . . . . 7 RECOMMENDATION OF THE KRATOS BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . 7 Recommendation of the Digital Fusion Board of Directors . . . . . . . . . . . . . . . . . . . 7
Treatment of Stock Options and Warrants. Kratos will assume outstanding options and warrants to purchase shares of Digital Fusion common stock in the merger. Each outstanding option and warrant to acquire Digital Fusion common stock will be converted automatically at the effective time of the merger into an option or warrant to acquire Kratos common stock, and will continue to be governed by the terms of the relevant Digital Fusion stock plan and/or related agreements under which it was granted, except that the number of shares of Kratos common stock for which each option or warrant is exercisable and the exercise price of each option or warrant will be adjusted based on the exchange ratio in the merger. For a more complete discussion of the treatment of Digital Fusion options and other stock-based awards, see ‘‘The Merger Agreement and Related Agreements—Treatment of Digital Fusion Stock Options’’ beginning on page 81 and ‘‘The Merger Agreement and Related Agreements—Treatment of Digital Fusion Warrants’’ beginning on page 82.
