Xxxxxx Options. To the extent not previously exercised, Xxxxx Xxxxxx hereby agrees, within five business days prior to the Effective Time, to exercise (or cause to be exercised) all exercisable and vested options to acquire Shares beneficially owned by him as of such time pursuant to the terms of such options.
Xxxxxx Options. Xxxxxx Stock Options shall have been substituted for the Premier Options pursuant to Section 2.3 herein. The Xxxxxx Stock Option agreements shall have been delivered and the Registration Statement for the purpose of registering the shares necessary to satisfy Xxxxxx'x obligation with respect to the issuance of Xxxxxx Common Stock pursuant to the exercise of the Xxxxxx Stock Options shall have been declared effective.
Xxxxxx Options. GAMZ shall deliver or cause to be delivered to XXXXXX, prior to the Closing, an equal number of non-qualified incentive options, on terms and conditions substantially similar to those existing conditional options presently held by GAMZ' directors, to those individuals to be designated by XXXXXX.
Xxxxxx Options. Each Xxxxxx Option that has not lapsed, expired, been cancelled or exercised prior to the Effective Time and is held of record by:
(i) a Continuing Employee (a “Rollover Option” ), whether or not vested, shall continue according to its terms, provided that, if and to the extent not addressed by such terms, such Rollover Option shall be automatically adjusted from and after the Effective Time such that: (i) each Rollover Option may be exercised solely for Subversive Common Shares; (ii) the number of Subversive Common Shares subject to each Rollover Option shall be equal to the product (rounded down to the nearest whole number) of (A) the number of shares of Xxxxxx Common Shares subject to such Rollover Option immediately prior to the Effective Time and (B) the Closing Common Consideration Per Share; (iii) the per share exercise price for the Subversive Common Shares issuable upon exercise of each Rollover Option shall be equal to (A) the exercise price per share of Xxxxxx Common Shares of such Rollover Option immediately prior to the Effective Time divided by (B) the Closing Common Consideration Per Share; provided, however, that the exercise price and the number of Subversive Common Shares purchasable pursuant to the Rollover Options after the Effective Time shall be determined in a manner consistent with the requirements of Section 409A of the Code and Treasury Regulation § 1.409A-1(b)(5)(v)(D), as applicable; and provided, further, that in the case of any Rollover Option to which Section 422 of the Code is intended to apply, the exercise price and the number of Subversive Common Shares purchasable pursuant to such Rollover Option after the Effective Time shall be subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code; and (iv) any restriction on the exercise of any Rollover Option shall continue in full force and effect after the Effective Time and the term, exercisability, vesting schedule and other similar provisions of such Rollover Option shall otherwise remain unchanged after the Effective Time; and
(ii) any other Person shall automatically be cancelled and extinguished and be converted into the right to receive cash in the amount equal to (A) the cash such holder would have received if such holder had fully exercised such Xxxxxx Option immediately prior to the Effective Time and Xxxxxx Shares received by such holder upon such exercise were converted into the right to receive cash pursuant to ...
Xxxxxx Options. 47 5.15 Xxxxxx Employee Stock Purchase Plan............ 48 5.16
Xxxxxx Options. The agreement between the Company and Xxxxxx Xxxxxx, dated December 29, 2004, shall be terminated and there shall be no further obligations to Xxxxxx thereunder.
Xxxxxx Options. Xxxxxx Stock Options shall have been substituted for the Resource Options which have not been exercised pursuant to Section 2.3 herein. Agreements evidencing the assumption of the Resource Options pursuant to Section 2.3 shall have been delivered and the Registration Statement for the purpose of registering the shares necessary to satisfy Xxxxxx’x obligation with respect to the issuance of Xxxxxx Common Stock pursuant to the exercise of the Xxxxxx Stock Options shall have been declared effective.
Xxxxxx Options. On or prior to Closing, the Principal Shareholders and the Company shall cause all of the Xxxxxx Options to be exercised. The Xxxxxx Family Limited Partnership shall be permitted to exercise the Xxxxxx Options to purchase up to an amount such that the Xxxxxx Group will hold Series C Common Shares entitling the Xxxxxx Group to receive up to $1,000,000 of IHS Shares if, but only if, each holder of the Xxxxxx Shares shall have entered into the Xxxxxx Agreement. The Merger Consideration otherwise allocated to the Series A Common Shares hereunder shall be reduced by the amount of Merger Consideration payable to the holders of the Xxxxxx Shares under the Xxxxxx Agreement.
Xxxxxx Options. Pursuant to Section 13(c) of the Xxxxxx 2003 Stock Plan (the “Xxxxxx Option Plan”), Pioneer shall assume all stock options and stock purchase rights granted by Xxxxxx pursuant to the Xxxxxx Option Plan that are outstanding, unexercised and unexpired immediately prior to the Effective Time (“Xxxxxx Options”). In accordance with Section 13(c) of the Xxxxxx Option Plan, each Xxxxxx Option assumed by Pioneer under this Agreement shall be converted to the right to acquire, subject to the same vesting schedule and other terms applicable to such Xxxxxx Option, one or more cash payments equal in the aggregate to the amount determined by multiplying (x) the number of shares of Xxxxxx Common Stock subject to such Xxxxxx Option by (y) the excess, if any, of (a) the Common Cash Payment over (b) the exercise price per share of such Xxxxxx Option. The Xxxxxx Options so assumed by Pioneer shall cease, at the Effective Time, to represent a right to purchase shares of Xxxxxx Common Stock and shall not represent after the Effective Time a right to acquire shares of the capital stock of the Surviving Corporation or of Pioneer.
Xxxxxx Options. (a) At the Effective Time, each Xxxxxx Option, whether vested or unvested, will be assumed by Pioneer. Section 6.7 of the Xxxxxx Disclosure Schedule sets forth a true and complete list as of the date hereof of all holders of Xxxxxx Options, including the number of shares of Xxxxxx Common Stock subject to each such option or stock purchase right, the exercise or vesting schedule, the exercise price per share and the term of each such option or stock purchase right. On the Closing Date, Xxxxxx shall deliver to Pioneer an updated Section 6.7 of the Xxxxxx Disclosure Schedule current as of such date. Each Xxxxxx Option assumed by Pioneer under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Xxxxxx Option Plan and any other document governing such option or stock purchase right immediately prior to the Effective Time, except that: (i) such Xxxxxx Option will be exercisable for one or more cash payments equal in the aggregate to an amount determined by multiplying (x) the number of shares of Xxxxxx Common Stock subject to such Xxxxxx Option by (y) the excess, if any, of (a) the Common Cash Payment, over (b) the exercise price per share of such Xxxxxx Option and (ii) any restriction on the exercisability of such Xxxxxx Option will continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Xxxxxx Option will remain unchanged. Such cash payments shall be subject to the withholding of all applicable income and employment withholding taxes. Consistent with the terms of the Xxxxxx Option Plan and the documents governing the outstanding options and stock purchase rights under the Xxxxxx Option Plan, the Merger will not terminate any of the outstanding Xxxxxx Options or accelerate the exercisability or vesting of such Xxxxxx Options or such cash payments upon Pioneer’s assumption thereof in the Merger. Within 10 business days after the Effective Time, Pioneer will issue to each person who, immediately prior to the Effective Time, was a holder of an outstanding Xxxxxx Option under the Xxxxxx Option Plan a document in form and substance satisfactory to Maxygen evidencing the foregoing assumption.
