Treatment of Stock Options and Warrants Sample Clauses

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. 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. Following the consummation of the Merger, each outstanding Company Stock Option and each outstanding Company Warrant (each as defined in Section 3.3(a)) shall remain outstanding in accordance with its terms.

Treatment of Stock Options and Warrants. All unexercised stock options or other awards under the Equity Incentive Plan shall be cancelled for no payment immediately prior to the Closing in accordance with the terms of the Equity Incentive Plan. All Company warrants shall be exercised or canceled prior to the Closing.

Treatment of Stock Options and Warrants. (a) No SMG stock options, including without limitation any SMG Options outstanding under the SMG Option Plan, shall be assumed by ▇▇▇▇▇.▇▇▇, Subcorp or the Surviving Corporation, and SMG agrees to take all action necessary to effect the termination of all SMG stock options at the Effective Time in accordance with their terms, including but not limited to, the giving of any notice required under any agreements relating to the SMG Options. (b) The SMG Warrant shall not be assumed by ▇▇▇▇▇.▇▇▇, Subcorp or the Surviving Corporation, and SMG agrees to take all action necessary to effect the termination of the SMG Warrant at the Effective Time in accordance with its terms, including but not limited to, the giving of any notice required under any agreements relating to the SMG Warrant.

Treatment of Stock Options and Warrants. Under the Merger Agreement: • 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 the Merger Agreement, shall be, by virtue of the Merger and without any action on the part of Luminex, Purchaser, the Company, the holder of that Company Stock Option or any other person, cancelled and converted into the right to receive from Luminex and the Surviving Corporation, as promptly as reasonably practicable after the Effective Time, an amount in cash, without interest, equal to the product of (i) the aggregate number of shares of Company common stock subject to such Company Stock Option, multiplied by (ii) 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; and • At the Effective Time, and in accordance with the terms of each warrant to purchase shares of Company common stock (collectively, the “Warrants”) and that is issued and outstanding immediately prior to the Effective Time, unless otherwise elected by the holder of any such Warrant, Luminex will cause the Surviving Corporation to issue a replacement warrant to each holder thereof providing that such replacement warrant shall be exercisable for an amount in cash, without interest, equal to the product of (i) the aggregate number of shares of Company common stock in respect of such Warrant multiplied by (ii) the excess, if any, of the Merger Consideration over the per share exercise price under such Warrant, less any Taxes required to be withheld. From and after the closing of the Merger, Luminex will cause the Surviving Corporation to comply with all of the terms and conditions set forth in each such replacement warrant, including the obligation to make the payments contemplated thereby upon exercise thereof.

Treatment of Stock Options and Warrants. Partners (i) shall cause each Person who holds Partners Stock Warrants to deliver to FCLF, and (ii) shall use its commercially reasonable efforts to cause each Person who holds Partners Stock Options to deliver to FCLF, a cancellation agreement in the form attached as Exhibit A hereto on or prior to the Pre-Closing Date wherein each such Person shall agree that, subject to the provisions of this Agreement, at the Effective Time, each outstanding Partners Stock Option and Partners Stock Warrant held by such Person shall cease to represent a Right to acquire shares of Partners Common Stock and shall be converted into the right to receive cash in an amount (less any applicable withholding taxes) equal to the remaining number of shares of Partners Common Stock subject to the original option or warrant, as the case may be, and not exercised as of the Effective Time, multiplied by an amount equal to: (a) $56 minus (b) the exercise price of such option or warrant (with such calculation used for each individual option or warrant) (the “Per Share Option/Warrant Consideration”). For example, if a Person holds unexercised Partners Stock Options to purchase 100 shares of Partners Common Stock for an exercise price of $20 per share, such Person will be entitled to receive at the Effective Time cash in an amount equal to $3,600 (100 x ($56 - $20)). FCLF will pay the Per Share Option/Warrant Consideration to each holder of Partners Stock Options and Partners Stock Warrants listed on Partners Disclosure Schedule 4.2.4 upon the delivery by such holder to FCLF of a cancellation agreement in the form attached as Exhibit A hereto. Upon request by FCLF, Partners will pay the Per Share Option/Warrant Consideration immediately prior to the Effective Time.

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.