Common use of Assumption of Obligations to Issue Stock Clause in Contracts

Assumption of Obligations to Issue Stock. (a) Simultaneously with the Merger, (i) each outstanding option or warrant to purchase or acquire a share of Company Common Stock under any Company Option Plan or otherwise shall, in accordance with the terms thereof, be converted into an option or warrant to purchase the number of shares of Acquiror Common Stock equal to the Exchange Ratio times the number of shares of Company Common Stock which could have been obtained prior to the Effective Time upon the exercise of each such option or warrant (rounded down to the nearest whole share), at an exercise price per share equal to the exercise price for each such share of Company Common Stock (rounded up to the nearest whole cent) subject to such option or warrant divided by the Exchange Ratio, and all references in each such option or warrant to the Company shall be deemed to refer to Acquiror, where appropriate, and (ii) Acquiror shall assume the obligations of the Company under the Company Option Plans. The other terms of each such option or warrant and any Company Option Plans under which they were issued, shall continue to apply in accordance with their terms, including any provisions providing for acceleration.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (America Online Inc), Agreement and Plan of Merger (America Online Inc), Agreement and Plan of Merger (Barksdale James L)

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