Company Options and Warrants. As of the date of this Agreement, 750,000 shares of Company Common Stock are reserved for issuance upon the exercise of outstanding Company Options and 1,000,000 shares of Company Common Stock are reserved for issuance upon the exercise of outstanding Company Warrants. All of the Company Options have been validly granted under the Company Common Stock Plan. Disclosure Schedule 3.2(b) sets forth the name of each holder of Company Options, as well as the number of Company Options held by each such holder, the number of shares of Company Common Stock for which each such Company Option is exercisable (both vested and unvested), and the price per share of Company Common Stock for which each such Company Option is exercisable (without taking into account whether or not such Company Option is in fact exercisable on the date hereof). The Company has previously provided to Buyer true and correct copies of all option agreements governing Company Options.
Company Options and Warrants. At the Effective Time, each Company Option will by virtue of the Merger, and without any further action on the part of any holder thereof, be assumed by the Surviving Corporation and Parent and converted into options to purchase the following: (a) the number of shares of Surviving Corporation Common Stock determined by multiplying (i) the number of shares of Company Capital Stock issuable upon the exercise of such Company Option immediately prior to the Effective Time, by (ii) the Surviving Corporation Conversion Ratio (such options referred to herein as Surviving Corporation Options); and (b) the number of shares of Parent Common Stock determined by multiplying (i) the number of shares of Company Capital Stock issuable upon the exercise of such Company Option immediately prior to the Effective Time, by (ii) the Parent Conversion Ratio (such options referred to herein as Parent Options). The term, exercisability, vesting schedule, acceleration provisions, vesting commencement date, status as an "incentive stock option" under Section 422 of the Code, if applicable, all restrictions on the exercise of each such assumed Company Option and all other terms and conditions of the Company Options will otherwise be unchanged. The exercise price per share of the Surviving Corporation Options will remain unchanged. The exercise price per share of the Parent Options will be equal to the quotient obtained by dividing 80% of the exercise price per share of such Company Option immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest cent. If the foregoing calculation results in an assumed Parent Option being exercisable for a fraction of a share of Parent Common Stock, then the number of shares of Parent Common Stock subject to such option will be rounded down to the nearest whole number of shares. Continuous employment with the Company will be credited to an optionee of the Company for purposes of determining the number of shares of Surviving Corporation Common Stock and Parent Common Stock subject to exercise under an assumed Company Option after the Effective Time. The Parties acknowledge that the Merger will constitute a "Change of Control" under the Company Plans. Prior to the Effective Time, the Company shall take all action necessary so that all outstanding warrants and any other rights to acquire Company Capital Stock (other than the Company Options) ("Warrants") are either exercised in full or terminated prior to the Effective Tim...
Company Options and Warrants. At the Effective Time:
Company Options and Warrants. 10 3.4 Conversion of Sub Common Stock................................................................... 10 3.5 Adjustments to Parent Common Stock............................................................... 11 3.6
Company Options and Warrants. (a) At the Effective Time, each outstanding employee or non-employee stock option, right or warrant to purchase shares of Company Common Stock (each, an "OUTSTANDING COMPANY STOCK OPTION") granted under any employee stock option, compensation, stock purchase or other option plan, agreement or arrangement of the Company (the "COMPANY STOCK PLANS"), whether or not then vested or exercisable, shall, without any action on the part of the holder of any Outstanding Company Stock Option, be converted into options to purchase (at the same exercise price applicable to each such Outstanding Company Stock Option) their pro-rata portion of the Initial Wireless Merger Stock and any Additional Wireless Merger Stock to be received following the Closing Date, as though each such Outstanding Company Stock Option had been voluntarily exercised by the holder thereof for shares of Company Common Stock immediately prior to the Effective Time, at the exercise price then in effect. Without limiting the generality of the foregoing, the Company shall use its commercial best efforts to obtain all amendments to the instruments governing the rights of the Outstanding Company Stock Options and to obtain the consents of such holders to exercise such Outstanding Company Stock Options, at or prior to the Effective Time.
Company Options and Warrants. (a) At the Effective Time, by virtue of the Merger, all outstanding and unexpired options (regardless of whether or not such options have vested) (the “Options”), including all options granted pursuant to the Company’s 1990 Stock Option Plan, 1995 Stock Option Plan, 1999 Incentive Stock Option Plan, and 2002 Incentive Stock Option Plan (collectively, the “Option Plans”), shall be cancelled and each holder of a cancelled Option shall be entitled to receive, in consideration for the cancellation of such Option, an amount in cash (the “Cash Amount”) equal to the product of (x) the number of Shares previously subject to such Option and (y) the excess, if any, of the Merger Price over the exercise price per Share previously subject to such Option (such payment to be net of any required tax withholdings and other amounts required by law to be withheld with respect to such Option), payable to such holder, without interest thereon. If the exercise price of any Option equals or exceeds the Merger Price, the Cash Amount therefor shall be zero. Effective as of the Effective Time, all Option Plans shall terminate and the Company shall take all action, including any necessary amendments to the Option Plans, as is necessary prior to the Effective Time to terminate all Option Plans so that on and after the Effective Time no current or former employee, director, consultant, or other person shall have any option to purchase shares of Company common stock or any other equity interests in the Company under any Option Plan.
Company Options and Warrants. (a) As soon as possible following the date of this Agreement, the Board of Directors of the Company and any committee administering the Company’s Amended Equity Incentive Compensation Plan (including the UK Inland Approved Schedule thereto, collectively, the “1999 Plan”) or 2001 Employee Stock Option Plan (the “2001 Plan”), each as amended to the date of this Agreement (collectively, the “Company Option Plans”) shall adopt such resolutions and/or take such other actions as may be necessary or appropriate to effect the provisions of this Section 3.3 and to cause the transactions contemplated by this Section 3.3 to be exempt from the provisions of Section 16(b) of the Exchange Act. All outstanding options to purchase Shares granted by the Company under the Company Option Plans or otherwise issued pursuant to Company Option agreements not covered by the Company Option Plans, are disclosed on Section 4.2 of the Company Disclosure Schedule and are collectively referred to herein as the “Company Options,” each a “Company Option.” All outstanding warrants to purchase Shares granted by the Company are disclosed on Section 4.2 of the Company Disclosure Schedule and are collectively referred to herein as the “Company Warrants,” each a “Company Warrant.”
Company Options and Warrants. At the Effective Time, each then outstanding Company Option and Company Warrant listed on SCHEDULE 1.6 of this Agreement shall be terminated and converted into the right to receive a warrant to purchase that number of shares of Series G Stock (with the associated rights to a portion of the Cash Consideration and Contingent Consideration, collectively referred to in the Series G Warrants as a Unit) specified on SCHEDULES 1.5 AND 1.6. Each of the warrants to purchase shares of Series G Stock (the "SERIES G WARRANTS") shall be fully vested and in the form attached to this Agreement as EXHIBIT I. The number of shares of Series G Stock subject to each Series G Warrant shall be equal to the number of shares of Company Common Stock that were subject to each exchanged Company Option or Company Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Series G Stock. The per share exercise price for the Series G Stock issuable upon exercise of each Series G Warrant issued in exchange for such Company Option or Company Warrant shall be determined by dividing the exercise price per share of Company Common Stock subject to such Company Option or Company Warrant, as in effect immediately prior to the Effective Time, by the Exchange Ratio, and rounding the resulting exercise price to the nearest whole cent as is specified on SCHEDULE 1.6 hereto. Holders of the Series G Warrants shall be entitled to receive, upon exercise: (a) shares of Series G Stock (or (i) Parent Common Stock if the Series G Stock has converted into Parent Common Stock, or (ii) any property or consideration issued in exchange for such shares of Series G Stock or Parent Common Stock), (b) that portion of the Cash Consideration to which such holder would have otherwise been entitled to had he exercised his Company Option or Company Warrant immediately prior to Closing; and (c) that portion, or the right to receive such portion, of the Contingent Consideration, if any, to which such holder would have otherwise been entitled had he exercised such Company Option or Company Warrant immediately prior to Closing. Parent shall hold the Cash Consideration allocated for each holder of Series G Warrants in trust until such time as the holder actually exercises such Series G Warrant. The portion of Contingent Consideration related to the Series G Warrants shall remain authorized and reserved by Parent until the later of such time as the ...
Company Options and Warrants. Section 2.2.1 The Company will take all actions necessary such that, at the Effective Time, all employee or director options to purchase shares of Company Common Stock that are outstanding and unexercised immediately prior to the Effective Time (each, a “Company Option”) will cease to represent options to purchase Company Common Stock and will be converted automatically into options to purchase Parent Common Stock; provided, however, that Company Options will be converted such that: (i) the number of shares of Parent Common Stock purchasable upon exercise of each Company Option will equal the product of (x) the number of shares of Company Common Stock that were purchasable under the Company Option immediately before the Effective Time and (y) the Merger Consideration, rounded to the nearest whole share; and (ii) the per share exercise price for each Company Option will equal the quotient of (x) the per share exercise price of the Company Option in effect immediately before the Effective Time divided by (y) the Merger Consideration, rounded to the nearest cent. At the Effective Time, Parent will assume each Company Option as so converted. At the Effective Time, Parent will assume each of the plans set forth in Section 2.2.1 of the Company Disclosure Schedule (the “Company Stock Plans”).
Company Options and Warrants. Take all reasonable actions necessary with respect to Company Options and Company Warrants to effectuate the terms of this Agreement, provided, however, that Parent shall have the right to approve any agreements to modify material terms of the underlying instruments (such approval not to be unreasonably withheld, delayed or conditioned); and
