Examples of Unvested Company Stock Options in a sentence
The conversion and assumption of the Unvested Company Stock Options is intended to comply with the regulations and other binding guidance under Section 409A of the Code and such converted Parent Options shall be subject to the same terms and conditions (including vesting schedule, expiration date, exercise provisions and transfer restrictions) as were applicable to the corresponding Unvested Company Stock Options immediately prior to the Effective Time.
Therefore to the degree that the consideration finally paid to a share of Company Common Stock is less than the maximum consideration payable to such share under the Agreement, disregarding any adjustments made under the escrow established under Section 1.13, the shares of Parent Common Stock finally issued to the holder of Unvested Company Stock Options shall be reduced to the same degree.
Parent shall take such actions as are necessary for the conversion of the Unvested Company Stock Options and Vested Company Stock Options for which the Cash Consideration is less than or equal to the exercise price per share of Company Stock underlying such Vested Company Stock Options to Adjusted Options pursuant to Section 3.10(a) and (b), including the reservation, issuance and listing of Parent Common Shares as is necessary.
As of the close of business on February 26, 2015, there were (i) 28,975,992 Shares outstanding; (ii) no shares of preferred stock of the Company outstanding, and (iii) 3,737,400 Company Stock Options outstanding, each of which is exercisable to purchase one share of Company Stock, 2,113,384 of which are Vested Company Stock Options and 1,624,016 of which are Unvested Company Stock Options.
For the avoidance of doubt, this Section 7 shall require the issuance by Parent of Parent Equity Grants equal in number to those shares of Parent Common Stock which were issued upon the conversion of Company Restricted Shares or issuable upon the exercise of Unvested Company Stock Options immediately following the Effective Time which are forfeited following the Effective Time.
Each Vested Company Stock Option for which the Cash Consideration is less than or equal to the exercise price per share of Company Stock underlying such Vested Company Stock Option shall be converted into an Adjusted Option in the same manner as, and using the same formulas applicable to, Unvested Company Stock Options as set forth in Section 3.10(b) below.
Except for the Accelerable Company Stock Options with a U.S. Dollar per share exercise price less than the U.S. Dollar Merger Consideration, all Unvested Company Stock Options shall be cancelled as of the Effective Time without payment therefor and shall have no further force or effect.
The Company shall take such action as shall be necessary or advisable pursuant to the Company Stock Plans and any applicable Option agreements, including without limitation, obtaining any necessary consents, to cause each Company Unvested Stock Option that remains outstanding as of the Effective Time to be cancelled and extinguished as of the Effective Time, such that such Unvested Company Stock Options shall not be entitled to any portion of the Merger Consideration or any other consideration.
It is the intention of the Parties that the Unvested Company Stock Options so assumed by Parent hereunder qualify, to the maximum extent permissible, following the Effective Time as “incentive stock options” as defined in Section 422 of the Code to the extent such options qualified as incentive stock options prior to the Effective Time.
Notwithstanding the foregoing, with respect to any Unvested Company Stock Options for which the exercise price per share attributable to such Unvested Company Stock Options is equal to or greater than the Merger Consideration, such Unvested Company Stock Options will be cancelled without any Cash Replacement Option Amount being paid in respect thereof.