Treatment of Stock Plans. The Company shall take all actions necessary to ensure the continuation of the Company Options and other awards issued under the Stock Plans in accordance with their terms as exist on the date hereof.
Treatment of Stock Plans. (a) At the Effective Time, each then-outstanding option (the “Options”) to purchase shares of the Company’s Common Stock under a Stock Plan not previously exercised, whether or not then vested and exercisable, will be converted into the right to receive, in settlement thereof, a cash payment equal to the product of (i) the excess, if any, of the per Share Merger Consideration over the exercise price per share of Common Stock subject to such Option and (ii) the number of shares of Common Stock subject to such Option; provided that any Option for which the per share exercise price exceeds the per Share Merger Consideration shall be canceled without any payment in respect thereof.
(b) At the Effective Time, each holder of a restricted stock unit (a “RSU”) under a Stock Plan will be entitled to receive, in settlement thereof, for each share of the Company’s Common Stock subject to such RSU, a cash payment equal to the Merger Consideration.
(c) All amounts payable pursuant to this Section 2.3 shall be subject to Section 2.2(f) and shall be paid without interest.
(d) Prior to the Effective Time, the Company shall obtain any necessary consents or releases, if any, from the holders of Options and RSUs under the Stock Plans and take all such other lawful action as may be necessary (which include satisfying the requirements of Rule 16b-3(e) promulgated under the Exchange Act, and including adopting any necessary actions or resolutions of the Company Board or, if appropriate, any committee administering the Stock Plans) to provide for and give effect to the transactions contemplated by this Section 2.3. Except as otherwise agreed to in writing by the parties, (i) the Stock Plans will terminate as of the Effective Time and (ii) the Company shall assure that following the Effective Time, no participant in any Stock Plan shall have any right under any such Stock Plan to acquire the capital stock of the Company or the Surviving Corporation.
(e) Prior to the Effective Time, the Company shall cause the Transactions, and any other dispositions of equity interests of the Company (including derivative securities) in connection with this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act to be approved by the Company Board or a committee of two or more non-employee directors of the Company (as such term is defined in Rule 16b-3 promulgated under the Exchange Act). Such approval shall specify: (A) the name of each offi...
Treatment of Stock Plans. 7 4.4 Adjustments to Prevent Dilution..............................................................8
Treatment of Stock Plans. (a) Each option to purchase shares granted under the Company Stock Plans (an “Option”) that is outstanding and unexercised as of the Effective Time (whether vested or unvested) shall be adjusted by the applicable Company Stock Plan committee and converted into the right of the holder to receive from the Surviving Corporation an amount in cash equal to the product of (A) the total number of shares of Common Stock previously subject to such Option and (B) the excess, if any, of the Merger Consideration over the exercise price per share set forth in such Option, less any required withholding Taxes (the “Option Cash Payment”), and as of the Effective Time each holder of an Option shall cease to have any rights with respect thereto, except the right to receive the Option Cash Payment. The Option Cash Payment shall be made promptly (and in any event within 15 Business Days) following the Effective Time.
(b) Each award granted pursuant to a Company Plan that is maintained primarily for international employees of the Company and its Subsidiaries (collectively, the “International Equity Plans”) entitling the holder thereof to shares of Common Stock or cash equal to or based on the value of shares of Common Stock (an “International Award”) that is outstanding and, to the extent applicable, unexercised as of the Effective Time (whether vested or unvested) will be settled at the Effective Time in accordance with the terms and conditions of the applicable International Equity Plan but solely in cash (such cash payment, the “Settlement Payment”). As of the Effective Time, each holder of an International Award shall cease to have any rights with respect thereto, except the right to receive the Settlement Payment. All Settlement Payments shall be made promptly (and in any case within 15 Business Days) following the Effective Time; provided, however, in the event that such payment would cause any additional Taxes to be payable pursuant to Section 409A of the Code or other applicable Law with respect to an International Award, the payment shall instead be made at the time specified in the applicable International Equity Plan and related award agreement.
(c) Each award of a right under any Company Plan (other than awards of Options, International Awards and Deferred Compensation Plans, the treatment of which is specified in Section 2.3(a), Section 2.3(b) and Section 2.3(d), respectively) entitling the holder thereof to shares of Common Stock or cash equal to or based on the ...
Treatment of Stock Plans. The Company will take all actions necessary to effect the following, including obtaining consent of applicable holders of relevant equity awards:
Treatment of Stock Plans. (a) Each award of restricted Blue Common Stock granted under the Blue Stock Plans that is outstanding and unvested or otherwise subject to forfeiture or other restrictions as of immediately prior to the Effective Time (the “Blue Restricted Shares”), other than those Blue Restricted Shares that vest by their terms upon the consummation of the Merger (which, for the avoidance of doubt, at the Effective Time shall be converted into only the right to receive the Merger Consideration), shall be converted into the right to receive the number of validly-issued restricted shares of Green Common Stock equal to the product (rounded up to the nearest whole number) of the number of such Blue Restricted Shares multiplied by the Equity Exchange Factor, provided, however, that any restricted shares of Green Common Stock received in respect of such Blue Restricted Shares shall be subject to the same terms and conditions (including vesting and forfeiture restrictions) as were applicable to the corresponding Blue Restricted Shares immediately prior to the Effective Time. For the purposes of this Agreement, the “Equity Exchange Factor” shall be the sum of one (1) plus a fraction, the numerator of which is the Cash Consideration and the denominator of which is the Average Blue Stock Price minus the Cash Consideration.
(b) Each award of restricted stock units, performance shares, stock units, phantom stock units or other similar rights or awards granted or deferred under a Blue Stock Plan and relating to shares of Blue Common Stock (any such award, a “Blue Equity Right” and such awards together with the Blue Restricted Shares, the “Blue Stock Awards”) that is outstanding immediately prior to the Effective Time shall cease to relate to or represent a right to receive shares of Blue Common Stock and shall be converted, at the Effective Time, into an award of restricted stock units, performance shares, stock units, phantom stock units or other similar rights or awards, as applicable, relating to shares of Green Common Stock (a “Green Equity Right”) of the same type and on the same terms and conditions as were applicable to the corresponding Blue Equity Right, except as adjusted hereby. The number of shares of Green Common Stock covered by each such Green Equity Right shall be equal in number to the product (rounded up to the nearest whole number) of the number of shares of Blue Common Stock subject to the corresponding Blue Equity Right multiplied by the Equity Exchange Factor.
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Treatment of Stock Plans. At the Effective Time, any and all Company Stock Plans and employee options to purchase Shares shall have been terminated. The board of directors of the Parent shall grant any new employee stock options under the current, and/or a new, Stock Plan to be established by Parent following the Closing Date.
Treatment of Stock Plans. Company shall cause all Company Stock Plans, and all Options granted thereunder, to be treated as set forth in Section 1.09 of this Agreement.
Treatment of Stock Plans. 5 Section 2.4
Treatment of Stock Plans. Subject to Section 3.3(e), following the Effective Time, the Parent shall maintain the terms of the Company’s Stock Plans solely to the extent necessary to effectuate, and shall cause the Surviving Corporation and its Affiliates to effectuate, the treatment of the Company Equity Awards outstanding as of the Effective Time pursuant to the following Sections 3.3(b), 3.3(c), and 3.3(d) in a manner such that the Company Equity Awards shall, to the extent contemplated by this Agreement, be deemed by the Company Compensation Committee to have been “Assumed and Maintained” by a “Successor Entity,” as contemplated by the Stock Plans:
