Assumed Options Sample Clauses

Assumed Options. Effective as of the Effective Time, each Company Option (or portion thereof and whether vested or unvested) that is (x) outstanding as of immediately prior to the Effective Time, (y) held by a Continuing Employee, and (z) listed on Schedule 1.6(c)(i)(A) shall be assumed by Parent (“Assumed Options”). Except as otherwise set forth in this Agreement, each Assumed Option pursuant to this Section 1.6(c)(i) shall continue to have, and be subject to, the same terms and conditions (including vesting terms) set forth in the applicable Plan and the option agreements relating thereto, as in effect immediately prior to the Effective Time, except that (1) such Assumed Option shall be exercisable for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of the applicable Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, (2) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Assumed Option shall be equal to the quotient obtained by dividing the exercise price per share of Company Common Stock at which such applicable Company Option was exercisable immediately prior to the Closing Date by the Exchange Ratio, rounded up to the nearest whole cent and (3) the exercisability of such Assumed Option shall be conditioned on the holder of such Assumed Option executing and delivering to Parent a Financing Joinder Agreement in the manner provided in Section 1.7. Notwithstanding anything herein to the contrary, Parent, after consultation with the Company and after undertaking in good faith to resolve any disputes concerning the treatment of the affected Company Options, reserves the right at any time prior to the Effective Time to treat any such Company Option that is being contemplated for assumption under this section as a Terminating Option. Upon making such determination, Parent shall provide notice to the Company as soon as administratively feasible, and such Company Option shall be treated as a Terminating Option under Section 1.6(c)(i)(B) to the extent applicable.
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Assumed Options. 2.4(a)(ii) Audit....................................................................3.10(b) Average Premium...........................................................6.8(b)
Assumed Options. 1 Bank..................................................................14
Assumed Options. All Target Options held by Xx. Xxxxxxx which remain --------------- outstanding and unexercised on the Closing Date (the "Outstanding Kostuik ------------------- Options") shall be assumed by Parent and converted into options to purchase ------- shares of Parent Stock (the "Assumed Options"). The Assumed Option shall --------------- continue to have, and shall be subject to, substantially the same terms and conditions as the Outstanding Kostuik Options, as in effect prior to the Closing, except that such Assumed Options shall be exercisable solely for that number of whole shares of Parent Stock which is equal to the product of the number of shares of Target Stock that were purchasable under the terms of the Outstanding Kostuik Options as in effect on the Closing Date, multiplied by the Assumed Option Exchange Ratio, rounded down to the nearest whole number of shares of Parent Stock, and the per-share exercise price for shares of Parent Stock issuable on exercise of such Assumed Options shall be equal to the quotient determined by dividing the exercise price per share of Target Stock at which the Outstanding Kostuik Options were exercisable immediately prior to the Closing Date by the Assumed Option Exchange Ratio. The "Assumed Option Exchange ----------------------- Ratio" shall be equal to the quotient of the Gross Parent Share Equivalent ----- divided by the sum of (x) the total number of issued and outstanding Target Shares after all pre-closing option exercises and immediately before the Closing and (y) the number of Outstanding Kostuik Options. For purposes of this Section 3.6, the "Gross Parent Share Equivalent" shall be equal to the sum of (a) the quotient of the Cash Portion of the Purchase Price divided by the Parent Stock Value, and (b) the number of shares of Parent Stock issued as the Stock Portion of the Purchase Price without regard to the reduction therefrom for Assumed Options issued hereunder.
Assumed Options. 41 5.11 Letter of Acquiror's and Target's Accountants.........................................42 5.12 Form S-8..............................................................................42 5.13 Listing of Additional Shares..........................................................42 5.14 Fairness Opinion......................................................................42 5.15 Determination Letter..................................................................43 5.16
Assumed Options. As set forth in Section 1.6(d) of this Agreement, at the Effective Time, all Target Options issued pursuant to (a) those certain stock option agreements as set forth on SECTION 1.6(d) of the Target Disclosure Schedule and (b) the Target's 1997 Nonstatutory Stock Option Plan shall be assumed by Acquiror. All Target Options that are not Assumed Options shall terminate at the Effective Time, in accordance with the terms of the stock option plans pursuant to which such options were issued. Target has the obligation to and will use its best efforts to provide each holder of Target Options that are not Assumed Options, with a written notice of termination of the applicable stock option plan, which includes a description of the accelerated vesting schedule and the exercise rights, within the time and in the manner set forth in such stock option plans. Target shall provide Acquiror a copy of all such notices. Within 20 business days after the Effective Time, Acquiror will issue to each person who, immediately prior to the Effective Time was a holder of an outstanding option under the Target Stock Option Plans a document in form and substance reasonably satisfactory to Target evidencing the foregoing assumption of such option by Acquiror. Target represents and warrants to Acquiror that SECTION 5.10 of the Target Disclosure Schedule sets forth a true and complete list as of the date hereof of all holders of outstanding options pursuant to (i) those certain stock option agreements as set forth on SECTION 1.6(d) of the Target Disclosure Schedule and (ii) the Target Stock Option Plans, including the number of shares of Target Common Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such option. At the Effective Time, Target shall deliver to Acquiror an updated SECTION 5.10 of the Target Disclosure Schedule current as of such date.
Assumed Options. Section 4.18,....................... 48 business day..................................................................... Section 7.8(c),..................... 60 capital stock.................................................................... Section 7.8(d),..................... 60 Certificates..................................................................... Section 1.9(b),..................... 3
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Assumed Options. As soon as practicable after the Effective Time, Parent will issue to each person who, immediately prior to the Effective Time was a holder of a Company Option covering Other Option Shares a written document evidencing the foregoing Assumed Option. Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Assumed Options pursuant to the terms set forth in this Section 2.04.
Assumed Options. (ii) promptly after the Effective Time issue to each holder of an Assumed Option a document evidencing the assumption by Nu Skin of the Company's obligations with respect thereto under this Section 2.14 and (iii) from and after the Effective Time, upon exercise of these options in accordance with the terms thereof, make available for issuance all shares of Class A Common Stock covered thereby.
Assumed Options. 44 5.13 Letter of Autobytel's and Autoweb's Accountants......................44 (a) Autobytel.....................................................44 (b) Autoweb.......................................................45 5.14 Form S-8.............................................................45
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