Treatment of Stock Options and Warrants Sample Clauses

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. (b) Except as set forth in SECTION 2.2(b) of the Company Disclosure Schedule, as promptly as practicable after the date of this Agreement, but no later than three (3) Business Days prior to the Closing Date, the Company shall, in consultation with Parent, use its reasonable best efforts to cause any outstanding warrant to purchase shares of Company Common Stock (the “Company Warrants”) to be amended to provide that the Company Warrants shall be canceled, terminated and extinguished without consideration at the Effective Time and that, from and after the Effective Time, the holders of the Company Warrants shall have no rights with respect thereto. (c) Prior to the Effective Time, the Company shall deliver all required notices to each holder of Company Warrants stating that such Company Warrants shall be treated in the manner set forth in this SECTION 2.2. (d) The Company shall take all actions necessary to ensure that, as of the Effective Time, (i) the Company Stock Plans shall terminate and (ii) no holder of a Company Stock Option shall have any rights with respect thereto to acquire the capital stock of the Company, the Surviving Corporation or any of their Subsidiaries, except the right to receive the payment contemplated by this SECTION 2.2 in cancellation and settlement thereof.

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. (b) Parent agrees to file with the Securities and Exchange Commission (the "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 of 1933, as amended (together with the rules and regulations thereunder, the "Securities Act"), to register shares of Parent Common Stock issuable upon exercise of the Adjusted Options and use its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration of such options. (c) Prior to the Effective Time, Parent and the Company shall take all such actions as may be necessary to cause each unexpired and unexercised warrant to purchase shares of Company Common Stock granted (or subject to being granted on a contingent basis) under the Company's various warrant agreements in effect on the date here...

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 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. (b) Each CNB Financial Option whose exercise price is equal to or greater than $10.75 shall be converted into an option to purchase shares of United Financial Bancorp Common Stock as follows: (i) The aggregate number of shares of United Financial Bancorp Common Stock issuable upon the exercise of the converted CNB Financial Option after the Effective Time shall be equal to the product of 0.8257 (the “Option Exchange Ratio”) multiplied by the number of shares of CNB Financial Common Stock issuable upon exercise of the CNB Financial Option immediately prior to the Effective Time, such product to be rounded to the nearest whole share of United Financial Common Stock; and (ii) the exercise price per share of each converted CNB Financial Option shall be equal to the quotient of the exercise price of such CNB Financial Option immediately prior to the Effective Time divided by the Option Exchange Ratio, such quotient to be rounded to the nearest whole cent; provided, however, that, in the case of any CNB Financial Option that is intended to qualify as an incentive stock option under Section 422 of the IRC, the number of shares of United Financial Bancorp Common Stock issuable upon exercise of and the exercise price per share for such converted CNB Financial Option determined in the manner provided above shall be further adjusted in such manner as may be necessary to conform to the requirements of Section 424(b) of the IRC. Options to purchase shares of United Financial Bancorp Common Stock that arise from the operation of this Section 2.11 shall be referred to as “Converted Options.” All Converted Options shall be exercisable for the same period and shall otherwise have the same terms and conditions applicable to the CNB Financial Options that they replace. (c) Before the Effective Time, United Financial Bancorp will take all corporate action necessary to reserve for future issuance a sufficient additional num...

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. (b) At the Effective Time, that certain warrant to purchase 75,000 shares of Company Common Stock at $14.67 per share issued to The Xxxxxxx Companies, a Florida corporation, on October 25, 1996 (the " Xxxxxxx Warrant"), shall be assumed by Parent and shall become a...

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) Each Vested Company Option that is outstanding immediately prior to the Effective Time shall be cancelled and terminated at the Effective Time and the holder thereof shall be entitled to receive, upon delivery to Paying Agent of a duly executed Letter of Transmittal (as defined in Section 1.8(a)): (A) the product of (1) the number of shares of Company Common Stock issuable on a net (cashless) exercise basis pursuant to such Vested Company Option and (2) an amount in cash equal to (x) the Participating Per Share Amount (as defined in Section 1.5(b)); minus (y) the Escrow Contribution Amount (as defined in Section 1.5(b) minus (z) the Expenses Fund Contribution Amount (as defined in Section 1.5(b); plus (B) any consideration required to be released from the Escrow Fund with respect to the number of shares of Company Common Stock issuable on a net (cashless) exercise basis

Treatment of Stock Options and Warrants. On or before the Closing Date, each holder of an outstanding option under the Company's Phantom Stock Option Plan (the "Phantom Stock Plan") shall be entitled to exercise his option, in whole or in part, and upon payment of the option exercise price, shall be issued shares of capital stock of the Acquired Companies and general or limited partnership interests, as the case may be, in the Partnerships in accordance with the terms of the Phantom Stock Plan. To the extent any option has not been exercised in whole prior to the effective time of the Mergers and the Partnership Acquisition, each such outstanding option or warrant to purchase shares of capital stock or partnership interests of any Acquired Entity, whether vested or unvested, will be canceled as of the effective time of the Mergers and releases in form and substance satisfactory to Cintas and its counsel will be executed by each such option or warrant holder.

Treatment of Stock Options and Warrants. Beech shall cause all issued and outstanding warrants, options or other similar rights (the “Options”) to acquire shares or capital stock or other equity securities of Beech (the “Option Shares”) to be canceled, exercised or terminated as of the Closing Date and immediately prior to the Effective Time. Buyer is not assuming or replacing any Options that have been granted by Beech under the Beech Street Corporation 1999 Stock Incentive Plan (the “1999 Stock Plan”) or otherwise.

Treatment of Stock Options and Warrants. At the Effective Time, each outstanding SSI Stock Option (as defined in Section 3.1(b)), whether or not then exercisable or vested, shall be canceled by SSI and each holder of a canceled option shall be entitled to receive from the Surviving Corporation at the time of such cancellation, an amount in cash, without interest, equal to the product of (i) the number of shares of SSI Common Stock previously subject to such option whether or not then exercisable or vested, and (ii) the excess, if any, of the Merger Consideration over the exercise price per share applicable to such option reduced by any applicable withholding. Each outstanding SSI Stock Warrant (as defined in Section 3.1(b)) will be canceled prior to the Closing in connection with amendments to the loan agreement as set forth in Section 5.8. SSI will obtain agreements from option holders to receive the net cash payments contemplated by the first sentence of this Section 2.4.