Company Equity Plans. (a) Effective not later than immediately prior to the Effective Time, the Company shall terminate any and all equity compensation plans pursuant to which awards were granted to employees or directors of or other service providers to the Company or its Subsidiaries (collectively, the “Equity Plans”). At the Effective Time, each option to purchase shares of common stock of the Company, par value $0.01 per share (the “Common Stock”) granted under the Equity Plans (each, an “Option”) that is outstanding and unexercised immediately prior thereto shall become fully vested as of the Effective Time, and the Company shall take all action necessary to cause, by virtue of the Merger and without any action on the part of any holder of any Option, each Option to be cancelled and converted into the right to receive from the Surviving Corporation immediately after the Effective Time a cash payment (without interest) equal to the product of (i) the excess, if any, of (x) the Offer Price over (y) the per share exercise price of such Option, and (ii) the number of shares subject to such Option as of the Effective Time (the, “Option Consideration”). As of the Effective Time, all Options, whether or not vested or exercisable, shall no longer be outstanding and shall automatically cease to exist, and each holder of an Option shall cease to have any rights with respect thereto, except the right to receive the Option Consideration.
Company Equity Plans. Section 8.10(c) Company Material Contracts.........................Section 3.1(k) Company Permits....................................Section 3.1(f) Company Products...................................Section 3.1(q) Company Rights Agreement........................Section 3.1(b)(i) Company SEC Reports.............................Section 3.1(d)(i) Company Stockholders Meeting.......................Section 5.1(c) Company Voting Debt...........................Section 3.1(b)(iii) Confidentiality Agreement.............................Section 5.2
Company Equity Plans. (i) Subject to paragraph (iii) below, immediately prior to the Effective Time, each outstanding right to acquire Company Common Stock (“Company Options”) granted under the Company’s 1997 Stock Incentive Plan, 1997 Stock Option Plan, 1997 Outside Directors Stock Option Plan, and 2004 Equity Incentive Plan (collectively, the “Company Option Plans”), whether or not then exercisable, shall be cancelled by the Company, and in consideration of such cancellation, the holder thereof shall be entitled to receive from the Company after the Effective Time an amount in respect thereof equal to the product of (A) the excess, if any, of the Merger Price over the per share exercise price thereof and (B) the total number of shares of Company Common Stock subject to the Company Options to the extent such Company Options shall not theretofore have been exercised (the “Option Amount”) (such payment to be net of applicable withholding taxes). Immediately prior to the Effective Time, the Company shall deposit in a bank account an amount of cash equal to the Option Amount for each Company Option then outstanding (subject to any applicable withholding tax), together with instructions that such cash be promptly distributed following the Effective Time to the holders of such Company Options in accordance with this Section 2.1(d). From and after the Effective Time, other than as expressly set forth in this Section 2.1(d), no holder of a Company Option shall have any other rights in respect thereof other than to receive payment, if any, for his or her Company Options as set forth in this Section 2.1(d). At the Effective Time, each Company Option with an exercise price equal to or greater than the Merger Price shall terminate, in accordance with their terms, without payment of any consideration.
Company Equity Plans. Prior to the Closing, the Company shall take, or cause to be taken, all necessary or appropriate actions under the Company Equity Plans (and the underlying grant, award or similar agreements) or otherwise to give effect to the provisions of this Section 2.1.
Company Equity Plans. Section 3.5(b) of the Company Disclosure Letter sets forth a complete and accurate list of all Company Equity Plans or any other plan or agreement adopted by the Company that provides for the issuance of equity to any current or former service provider of the Company. The Company has made available to Parent complete and accurate copies of all Company Equity Plans and the forms of all award agreements evidencing outstanding Company Equity Awards, and all agreements under the Company Equity Plans that materially deviate from such forms of award agreement.
Company Equity Plans. (a) Except as set forth in Section 2.13(c) and except for any option to purchase Common Stock pursuant to the ESPP (defined below), each option to purchase Common Stock (collectively, the “Company Stock Option Awards”) granted under any equity based compensation plan of the Company (collectively, the “Company Stock Plans”) that is outstanding under a Company Stock Plan immediately prior to the Effective Time will vest (if not previously vested) and be cancelled subject to and immediately following the Effective Time, and the holder of such Company Stock Option Awards will, in full settlement of such Company Stock Option Awards, receive from or on behalf of Merger Sub an amount (subject to any applicable Tax withholding) in cash equal to the product of (x) the excess, if any, of the Merger Consideration over the exercise price or base price, as applicable, per share of such Company Stock Option Award, multiplied by (y) the total number of shares of Common Stock subject to such Company Stock Option Award (the aggregate amount of such cash hereinafter referred to as the “Option Award Consideration”). The Surviving Corporation shall pay or cause to be paid to holders of the Company Stock Option Awards the Option Award Consideration as soon as administratively practicable following the Effective Time.
Company Equity Plans. Section 2.8(d) Company Material Contracts.......................................Section 3.1(k) Company Permits...............................................Section 3.1(f)(i) Company Options..................................................Section 2.8(d) Company Representative..................................................
Company Equity Plans. “Company Equity Plans” shall mean the 2006 Plan, the 2010 Plan and the 2010 Director’s Plan.
Company Equity Plans. If Parent so elects, Parent may, in its sole discretion, assume any or all of the Company Stock Plans; provided, however, that if the Parent does not elect to assume such Company Stock Plans, the Company Stock Options, Parent RSUs, Parent Restricted Shares and Restricted Cash Awards contemplated under Sections 2.03(b), 2.03(c) and 2.03(e) shall be granted under the Parent Stock Plans. To the extent that Parent does not elect to assume one or more of the Company Stock Plans, in response to written notice from Parent delivered not less than 10 Business Days prior to the Effective Time, at or prior to the Effective Time, the Company, the Board and the compensation committee of the Board, as applicable, shall adopt any resolutions and take all steps necessary to (i) cause such Company Stock Plan(s) to terminate at or prior to the Effective Time and (ii) ensure that from and after the Effective Time neither the Parent, the Company nor any of their successors or Affiliates will be required to deliver shares or other capital stock of the Company or Parent to any Person pursuant to or in settlement of Company Equity Awards pursuant thereto.
Company Equity Plans. “Company Equity Plans” shall mean (i) the Company’s 2010 Equity Incentive Plan; and (ii) the Company’s 2005 Equity Incentive Plan, amended; (iii) the Company’s 1996 Equity Incentive Plan, as amended and restated as of March 5, 2008; and (iv) the Football Fanatics, Inc. 2008 Equity Incentive Plan.