Company Equity Awards. With respect to any stock options, restricted stock or other equity awards (the “Equity Awards”) granted pursuant to any compensation plan of the Company or its Subsidiaries providing for the issuance of Equity Awards (the “Company Plans”), (A) each grant of an Equity Award was duly authorized no later than the date on which the grant of such Equity Award was by its terms to be effective by all necessary corporate action, and (B) each such grant was made in accordance with the terms of the Company Plans and all other applicable laws and regulatory rules or requirements.
Company Equity Awards. (a) Neither Parent nor Purchaser shall assume any Company Options in connection with the Offer, Merger or any other transactions contemplated by this Agreement. As soon as reasonably practicable following the date of this Agreement, and in any event prior to the earlier to occur of the Effective Time and the Initial Expiration Date (as extended pursuant to Section 1.1(d)), the Company shall obtain all necessary waivers, consents and/or releases, if any, in form and substance reasonably satisfactory to Parent, from holders of Company Options, and take such further action, without incurring any liabilities in connection therewith, as the Company may deem to be necessary or reasonably required to give effect to the transactions contemplated by this Section 2.6. As promptly as reasonably practicable following the date of this Agreement, the Company Board or a committee thereof or any administrator of an Option Plan, shall adopt resolutions and/or take such other actions as are permissible under the Option Plans and applicable Law (including, without limitation, by amending the Option Plans) so that (i) all outstanding Company Options shall fully vest and become exercisable as of immediately prior to the Acceptance Time and (ii) to the extent not exercised prior to the Effective Time, then immediately prior to the Effective Time each Company Option held by an optionholder who has consented to the treatment of the options as set forth in this Section 2.6 shall be canceled, with each former holder of any such canceled Company Option becoming entitled to receive, at the Effective Time or as soon as practicable thereafter, in consideration of the cancellation of such Company Option, an amount in cash, without interest and subject to deduction for any required withholding Tax, equal to the product of: (x) the excess, if any, of the Offer Price over the exercise price of each such Company Option; and (y) the number of shares of Company Common Stock underlying such Company Option; provided, however, that if the exercise price per share of any such Company Option is equal to or greater than the Offer Price, such Company Option shall be canceled and terminated as of immediately prior to the Effective Time without any cash payment being made in respect thereof.
Company Equity Awards. (a) As soon as reasonably practicable following the date of this Agreement, the Board of Directors of the Company (or, if appropriate, any committee administering any Company Stock Plan) shall adopt such resolutions and take such other actions as may be required to provide that:
Company Equity Awards. (i) All Company stock options and stock appreciation rights (“SARs”) granted to the Executive shall, upon a Qualified Termination of Employment, become fully vested upon such Qualified Termination of Employment and shall remain exercisable until the earliest of (i) the third anniversary of the date of the Qualified Termination of Employment (but in no event later than the earlier of (x) the 10th anniversary of the original grant date of the Option or SAR or (y) the latest date on which the option or SAR could have expired by its original terms under any circumstances), (ii) the date the option or SAR would have expired by its terms if the Executive had not incurred a termination of employment, and (iii) the date options and SARs granted under the Company’s equity plan are terminated in connection with a change in control event of the Company;
Company Equity Awards. (a) Prior to the Effective Time, the Company Board (or, if appropriate, any duly-authorized committee thereof administering the Company Share Plans) shall adopt such resolutions and take all such other actions as may be required to provide the following, effective upon the Effective Time, subject to Section 3.02(g) of the Plan of Merger:
Company Equity Awards. (a) Each option to purchase shares of Company Common Stock that has been granted under the Company Stock Plans (each, a “Company Option”) and that is outstanding and unexercised immediately prior to the Effective Time will, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holders thereof, be treated as follows:
Company Equity Awards. Executive shall automatically become vested in one hundred percent (100%) all of Executive’s earned-but-unvested Equity Awards. For this purposes, an “earned-but-unvested Equity Award” means an Equity Award or any portion thereof that remains subject to a substantial risk of forfeiture until both (i) one or more applicable corporate financial or other business performance goals have been satisfied as of the Termination Date and (ii) Executive’s service with Company has continued through a specified date, and with respect to such Equity Award the condition specified in clause (i) of this sentence has been satisfied but the condition specified in clause (ii) of this sentence has not been satisfied. The foregoing provision is hereby deemed to be a part of each agreement evidencing each applicable Equity Award to which Executive is a party and to supersede any contrary provision in any such agreement unless such agreement specifically refers to and disclaims this Section 8.2(b).
Company Equity Awards. Subject to approval of the Board, following the closing of the Transactions, Executive may be granted equity awards from time to time covering shares of Parent’s common stock (each, an “Award”), pursuant and subject to the terms and conditions of Parent’s 2022 Equity Incentive Plan (the “Plan”) and other documents issued in connection with the grant (the “Award Documents”). The specific terms, conditions and vesting schedule of each Award will be as set forth in the Plan and Award Documents and other applicable documents, which Executive may be required to sign, and each Award shall be subject to all of the terms and conditions of the Plan and the relevant Award Documents.
Company Equity Awards. (a) Each Company Stock Option that is outstanding immediately prior to the Effective Time, whether or not vested or exercisable, shall be equitably adjusted immediately prior to the Effective Time pursuant to the terms of the applicable Company Stock Plan and award agreement by reducing the exercise price thereof by an amount equal to the Pre-Merger Special Dividend, contingent on the consummation of the Merger. At the Effective Time, each unexercised Company Stock Option that is outstanding immediately prior to the Effective Time, whether or not vested or exercisable, shall, as of the Effective Time, be assumed by TopCo and shall be converted into a cash-settled stock appreciation right (a “TopCo SAR”), on the same terms and conditions as were applicable under such Company Stock Option (including with respect to vesting and acceleration of vesting upon certain terminations of employment following the Effective Time), corresponding to a number of TopCo Common Shares (rounded down to the nearest whole share), determined by multiplying the number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time by the Exchange Ratio, at a base price per TopCo Common Share (rounded up to the nearest whole cent) equal to the exercise price per share of Company Common Stock of such Company Stock Option (after giving effect to the adjustment described in the first sentence of this Section 2.05(a)) divided by the Exchange Ratio; provided that upon exercise, the holder of a TopCo SAR shall be entitled to receive a cash payment per share equal to the excess, if any, of (i) the fair market value of a TopCo Common Share (as determined in accordance with the terms of the applicable Company Stock Plan) as of the exercise date over (ii) the base price of such TopCo SAR.
Company Equity Awards. Executive remains eligible to be considered for future equity awards as may be determined by the Board (or the Compensation Committee of the Board) in its discretion in accordance with the terms of any applicable equity plan or arrangement that may be in effect from time to time.
