Stock Options and Warrants. At the Effective Time of the Merger, each outstanding option to purchase Company Common Stock (each, a "Company Stock Option"), whether or not granted under the Company Option Plan, and all outstanding warrants to purchase Company Common Stock the outstanding whether or not vested, shall by virtue of the Merger be assumed by Parent. Each Company Stock Option and Warrant so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of Company Shares that were issuable upon exercise of such Company Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will be equal to the quotient determined by dividing the exercise price per Company Share at which such Company Stock Option and Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up to the nearest whole cent. Parent shall comply with the terms of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise ...
Stock Options and Warrants. As of the date hereof: (i) 11,741,300 shares of Occam Common Stock are subject to issuance pursuant to outstanding options to purchase Occam Common Stock under the Occam Stock Option Plan and 29,500 shares of Occam Stock are subject to issuance pursuant to outstanding options to purchase Occam Common Stock not under the Occam Stock Option Plan (each an "Occam Option") and (ii) 188,235 shares of Occam Series B Preferred Stock are reserved for issuance under warrants to purchase Series B Preferred Stock (the "Occam Preferred Warrants"). All shares of Occam Common Stock and Series B Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. Schedule 2.2(b) of the Occam Schedules sets forth the following information with respect to each Occam Option outstanding as of the date of this Agreement: (i) the particular plan (if any) pursuant to which such Occam Option was granted; (ii) the name of the optionee; (iii) the number of shares of Occam Common Stock subject to such Occam Option; (iv) the exercise price of such Occam Option; (v) the date on which such Occam Option was granted; and (vi) the applicable vesting schedule. Occam has delivered or made available to ANI accurate and complete copies of all stock option plans pursuant to which Occam has ever granted stock options, and the forms of all stock option agreements evidencing such options. Schedule 2.2(b) of the Occam Schedules also sets forth the following information with respect to each Occam Preferred Warrant outstanding as of the date of this Agreement: (i) the name of the holder of such Preferred Warrant; (ii) the number of shares of Series B Preferred Stock subject to such Occam Preferred Warrant; (iii) the exercise price of such Occam Preferred Warrant; (iv) the date on which such Occam Preferred Warrant was issued; and (v) the applicable vesting schedule. Occam has delivered or made available to ANI accurate and complete copies of all warrant agreements evidencing the Occam Preferred Warrants.
Stock Options and Warrants. At or immediately prior to the Effective Time, each outstanding stock option (collectively, "EMPLOYEE STOCK OPTIONS") to purchase Shares granted under the Company's 1994 Employee Stock Option Plan (the "EMPLOYEE OPTION PLAN"), each outstanding stock option (collectively, "DIRECTOR STOCK OPTIONS") to purchase Shares granted under the Company's Directors' Stock Option Plan (the "DIRECTORS OPTION PLAN") and each other stock option to purchase Shares (collectively, "OTHER OPTIONS" and, together with Employee Stock Options and Director Stock Options, "OPTIONS") shall be canceled by virtue of the Merger, without consideration except as provided in this Section 2.05(a), and shall cease to exist. Each holder of any such Option, whether or not then vested or exercisable, shall be paid by the Company promptly after the Effective Time for each such Option an amount, subject to applicable withholding, determined by multiplying (i) the excess, if any, of the Merger Consideration per Share over the applicable exercise price of such Option as in effect immediately prior to the Effective Time by (ii) the number of Shares such holder could have purchased (assuming full vesting of all Options) had such holder exercised such Option in full immediately prior to the Effective Time.
(a) From and after the Effective Time, each outstanding warrant (collectively, "WARRANTS") to purchase Shares shall be canceled by virtue of the consummation of the Merger, without consideration except as provided in this Section 2.05(b), and shall cease to exist. At the Effective Time, each Warrant shall be converted into the right to receive from the Company an amount, subject to applicable withholding, determined by multiplying (i) the excess, if any, of the Merger Consideration per Share over the applicable exercise price of such Warrant as in effect immediately prior to the Effective Time by (ii) the number of Shares such holder could have purchased had such holder exercised such Warrant in full immediately prior to the Effective Time.
(b) The consideration due under this Section 2.05 (whether payable upon consummation of the Offer or upon consummation of the Merger) shall be payable without interest promptly after (a) verification by the Exchange Agent of the ownership and terms of the particular Option or Warrant by reference to the Company's records, and (b) delivery of a written instrument duly executed by the owner of the applicable Option or Warrant, in a form provided by the Exchange Age...
Stock Options and Warrants. If the Stockholder holds Stock Options and/or Warrants to acquire shares of Company Common Stock, he shall, if requested by the Company, consent to the cancellation and conversion of his Company Options and/or Warrants in accordance with the terms of the Merger Agreement and shall execute all appropriate documentation in connection with such cancellation and conversion.
Stock Options and Warrants. 4 1.7 Closing of the Company's Transfer Books................4 1.8 Exchange of Certificates...............................4
Stock Options and Warrants. At the Effective Time, all Company Options (as defined in Section 2.3(b)) shall be assumed by Parent in accordance with Section 5.5, and all Company Warrants (as defined in Section 2.3(c)) shall be assumed by Parent in accordance with Section 5.7.
Stock Options and Warrants. Prior to the mailing of the Information Statement, the Board of Directors of Parent and the Board of Directors of the Company shall adopt such resolutions or take such other actions as may be required to effect the following:
(a) Adjust the terms of all outstanding employee and director stock options to purchase shares of Company Common Stock ("Company Stock Options") granted under the Company's 1994 Incentive Stock Plan (the "Option Plan"), to provide that each Company Stock Option outstanding immediately prior to the Effective Time shall (except to the extent that Parent and the holder of a Company Stock Option otherwise agree in writing prior to the Effective Time) be converted as follows: Parent shall issue to the holder of each such Company Stock Option the option to receive, upon the exercise thereof and payment of the exercise price, Consideration for Company Common Stock, payable in accordance with Section 2.1(c)(i), for each share of Company Common Stock into which the Company Stock Option had been exercisable immediately prior to the Effective Time; provided, that the holder of each such Company Stock Option may make the election described in Section 2.1(c)(i)(C). Parent agrees to file a registration statement on Form S-8 as soon as reasonably practicable following the Effective Time to register the shares of Parent Common Stock issuable pursuant to the Company Stock Options referred to above. It is intended that the stock options referred to above shall qualify following the Effective Time as incentive stock options as defined in Section 422 of the Code to the extent that they are qualified as incentive stock options immediately prior to the Effective Time and to the extent permitted under applicable law.
(b) At the Effective Time, the Parent shall issue to the holders of shares of the Company Preferred Stock (described in Section 2.1 (c)(ii)) outstanding immediately prior to the Effective Time, which shares of Company Preferred Stock shall have been converted into shares of Surviving Corporation Preferred Stock in accordance with the provisions of Section 2.1 hereof, (i) the option to receive, in exchange for such shares of Surviving Corporation Preferred Stock, Consideration for Company Common Stock, payable in accordance with Section 2.1(c)(i) for each share of Company Common Stock into which the Company Preferred Stock had been convertible immediately prior to the Effective Time; provided, that the holder of each such share of Surviving Corp...
Stock Options and Warrants. 4 1.8 Unconverted Series 1 Notes......................................................................6 1.9 Parent Common Stock.............................................................................6 1.10
Stock Options and Warrants. At or immediately prior to the Effective Time, each outstanding stock option (an "Option") to purchase Shares granted under any stock option plan, compensation plan or arrangement of the Company or outstanding warrant (a "Warrant") to purchase Shares shall be canceled and the holder of each such Option or Warrant (whether or not then vested or exercisable) shall be paid by the Company promptly after the Effective Time for each such Option or Warrant an amount equal to the product of (a) the excess, if any, of the Merger Consideration over the applicable exercise price per Share and (b) the number of Shares such holder could have purchased (assuming full vesting and exercisability of such Option or Warrant) had such holder exercised such Option or Warrant in full immediately prior to the Effective Time.
Stock Options and Warrants. At the Effective Time, all options to purchase shares of FPI Common Stock then outstanding and all warrants to purchase shares of FPI Common Stock, in each case whether vested or unvested, shall be assumed by FPM or replaced with FPM options and warrants on substantially identical terms (each an “Assumed Option” or “Assumed Warrant” and together, each an “Assumed Option and Warrant”) in accordance with this Section 2.9.6, provided that options and warrants to purchase shares of FPI Common Stock will be exercisable into shares of FPM Common Stock based on the Exchange Ratio applicable thereto. Each Assumed Option and Warrant will continue to have, and be subject to, the same terms and conditions of such options and warrants immediately prior to the Effective Time (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Assumed Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of FPM Common Stock equal to the product of the number of shares of FPI Common Stock that were issuable upon exercise of such FPI option or warrant immediately prior to the Effective Time multiplied by the Exchange Ratio, and (ii) the per share exercise price for the shares of FPM Common Stock issuable upon exercise of each Assumed Option and Warrant will be equal to the quotient determined by dividing the exercise price per share of FPI Common Stock at which such FPI option or warrant was exercisable immediately prior to the Effective Time by the Exchange Ratio.
