Common use of Company Stock Plan Clause in Contracts

Company Stock Plan. (a) At the Effective Time, the Company Stock Plan and each outstanding Option, whether vested or unvested, will be assumed by the Buyer and become and represent an option to acquire, on the same terms and conditions (including vesting provisions, except to the extent modified or waived pursuant to a Key Employee Agreement) as were applicable to such Option prior to the Effective Time, a number of shares of Buyer Common Stock (rounded down to the nearest whole number) determined by multiplying (i) the number of shares of Common Stock subject to such Option immediately prior to the Effective Time by (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to the exercise price per share of Common Stock subject to such Option immediately prior to the Effective Time, divided by the Exchange Ratio. It is the intention of the parties hereto that each Option so assumed by the Buyer will, to extent permitted by applicable laws, qualify as an "incentive stock option" within the meaning of Section 422 of the Code to the extent such Option qualified as such immediately prior to the Effective Time. Within 20 days after the Effective Time, the Buyer will deliver to each Person who, immediately prior to the Effective Time, was a holder of an outstanding Option, an instrument evidencing the assumption of such Option by the Buyer as provided in this Section 6.7. The Buyer will use reasonable efforts to cause the issuance of shares of Buyer Common Stock issuable upon exercise of any Options to have been registered at, or as promptly as reasonably practicable (and in any event not later than 60 days) following, the Effective Time, pursuant to an effective registration statement on Form S-8 under the Securities Act.

Company Stock Plan. (a) At the Effective Time, the Company Stock Plan and each then outstanding Option, whether vested or unvested, will be assumed by the Buyer and become and represent an option to acquire, on the same terms and conditions (including including, without limitation, vesting provisions, except to the extent modified or waived pursuant to a Key Employee Agreementprovisions and repurchase provisions regarding any shares of restricted stock) as were applicable to such Option prior to the Effective Time, a number of shares of Buyer Common Stock (rounded down to the nearest whole number) determined by multiplying (i) the number of shares of Common Stock subject to such Option immediately prior to the Effective Time by (ii) the Common Stock Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to the exercise price per share of Common Stock subject to such Option immediately prior to the Effective Time, divided by the Common Stock Exchange Ratio. It is the intention of the parties hereto that each Option so assumed by the Buyer will, to the extent permitted by applicable laws, qualify as an "incentive stock option" within the meaning of Section 422 of the Code to the extent such Option qualified as such immediately prior to the Effective Time. Within 20 days As soon as practicable after the Effective Time, the Buyer will deliver to each Person who, immediately prior to the Effective Time, was a holder of an outstanding Option, an instrument evidencing the assumption of such Option by the Buyer as provided in this Section 6.7. The Buyer will take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer Common Stock for delivery upon exercise of Options assumed by the Buyer pursuant to this Section 6.7. The Buyer will use reasonable efforts to cause the issuance of shares of Buyer Common Stock issuable upon exercise of any Options to have been registered at, or as promptly as reasonably practicable (and in any event not later than 60 days) following, following the Effective Time, Time pursuant to an effective registration statement on Form S-8 under the Securities ActAct and to maintain the effectiveness of such registration statement thereafter for so long as any of such Options remain outstanding.