Board Action Relating to Stock Option Plans. As soon as ------------------------------------------- practicable following the date of this Agreement, the Board of Directors of Company (or, if appropriate, any committee administering a Stock Option Plan) shall adopt such resolutions and take such actions as may be required to cause each outstanding Option to be automatically converted, at the Effective Time, into a Substitute Option in accordance with Section 2.2 and shall make such other changes to the Stock Option Plans as it deems appropriate to give effect to the Merger (subject to the approval of Parent, which shall not be unreasonably withheld).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Sterling Software Inc), Agreement and Plan of Merger (Cayenne Software Inc), Agreement and Plan of Merger (Sterling Software Inc)
Board Action Relating to Stock Option Plans. As soon as ------------------------------------------- practicable following the date of this Agreement, the Board of Directors of the Company (or, if appropriate, any committee administering a Company Stock Option Plan) shall adopt such resolutions and or take such actions as may be required to cause each adjust the terms of all outstanding Option to be automatically converted, at the Effective Time, into a Substitute Option Company Stock Options in accordance with Section 2.2 1.7 and shall make such other changes to the Company Stock Option Plans Plan in accordance with the terms of the Company Stock Option Plan as it deems the Purchaser, the Special Committee and the Company deem appropriate to give effect to the Merger (subject Merger, and, at Purchaser's request, to terminate such plans as of the approval of Parent, which shall not be unreasonably withheld)Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Recapitalization and Merger (Specialty Catalog Corp), Agreement and Plan of Recapitalization and Merger (Specialty Acquisition Corp)
Board Action Relating to Stock Option Plans. As soon as ------------------------------------------- practicable following the date of this Agreement, the Board of Directors of Company (or, if appropriate, any committee administering a Stock Option Plan) shall adopt such resolutions and or take such actions as may be required to cause each adjust the terms of all outstanding Option to be automatically converted, at the Effective Time, into a Substitute Option Options in accordance with Section 2.2 and shall make such other changes to the Stock Option Plans as it deems appropriate to give effect to the Merger (subject to the approval of Parent, which shall not be unreasonably withheld).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pillowtex Corp), Fieldcrest Cannon Inc
Board Action Relating to Stock Option Plans. As soon as ------------------------------------------- practicable following the date of this Agreement, the Board of Directors of the Company (or, if appropriate, any committee administering a Company Stock Option Plan) shall adopt such resolutions and or take such actions as may be required to cause each adjust the terms of all outstanding Option to be automatically converted, at the Effective Time, into a Substitute Option Company Stock Options in accordance with Section 2.2 and shall make such other changes to the Company Stock Option Plans Plan as it Purchaser deems appropriate to give effect to the Merger (subject Merger, and to terminate such plans as of the approval of Parent, which shall not be unreasonably withheld)Effective Time. SECTION 5.9.
Appears in 1 contract
Samples: Exhibit 2 Agreement and Plan of Merger (Back Bay Restaurant Group Inc)
Board Action Relating to Stock Option Plans. As soon as ------------------------------------------- practicable following the date of this Agreement, the Board of Directors of the Company (or, if appropriate, any committee administering a Company Stock Option Plan) shall adopt such resolutions and or take such actions as may be required to cause each adjust the terms of all outstanding Option to be automatically converted, at the Effective Time, into a Substitute Option Company Stock Options in accordance with Section 2.2 and shall make such other changes to the Company Stock Option Plans Plan in accordance with the terms of the Company Stock Option Plan as it deems Purchaser and the Company deem appropriate to give effect to the Merger (subject Merger, and to terminate such plans as of the approval of Parent, which shall not be unreasonably withheld)Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Recapitalization and Merger (Specialty Catalog Corp)
Board Action Relating to Stock Option Plans. As soon as ------------------------------------------- practicable following the date of this Agreement, the Board of Directors of the Company (or, if appropriate, any committee administering a Stock Option Plan) shall adopt such resolutions and or take such actions as may be permitted and required to cause each adjust the terms of all outstanding Option to be automatically converted, at the Effective Time, into a Substitute Option Options in accordance with Section 2.2 and shall make -27- such other changes to the Stock Option Plans Plan as it deems permitted and appropriate to give effect to the Merger (subject to the approval of Parent, which shall not be unreasonably withheld).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Chartwell Leisure Inc)
Board Action Relating to Stock Option Plans. As soon as ------------------------------------------- practicable following the date of this Agreement, the Board of Directors of Company (or, if appropriate, any committee administering a Stock Option Plan) shall adopt such resolutions and or take such actions as may be required to cause each adjust the terms of all outstanding Option to be automatically converted, at the Effective Time, into a Substitute Option Options in accordance with Section 2.2 3.2 and shall make such other changes to the Stock Option Plans as it deems appropriate to give effect to the Merger (subject to the approval of Parent, which shall not be unreasonably withheld).
Appears in 1 contract
