Option Plans. There is no share option plan or similar plan to acquire any additional shares or units or other equity interests, as the case may be, of IEM or securities convertible or exercisable into or exchangeable for, or which otherwise confer on the holder thereof any right to acquire, any such additional shares or units or equity interests, as the case may be.
Option Plans. Pursuant to the Option Plans, the Company has ------------ required that participants thereunder must become parties to this Agreement upon exercise of the options and that they will be "Management Stockholders" hereunder with respect to such shares. In addition, Endo LLC, notwithstanding any requirement set forth in Section 10.4 hereof, can determine that any options granted pursuant to the Option Plans and outstanding and vested as of the option holder's termination of employment with the Company and its subsidiaries shall be deemed to be Common Stock for purposes of Sections 2 and 3 hereof; provided, -------- however, that appropriate adjustments shall be made to reflect the existence of ------- an exercise price for such options.
Option Plans. Except as set forth in Section 2.23 of the Company Disclosure Schedule, the Board of Directors of the Company has taken all necessary action (or refrained from taking action, where appropriate) under the Company Stock Option Plans (as defined in Section 5.05) so that no Stock Options (or any portion thereof) will be accelerated or entitled to receive cash or other property as a result of the consummation of the transactions contemplated hereby, but instead shall be assumed as provided in Section 1.06(c) hereof. SECTION 2.24.
Option Plans. The Executive shall be eligible to participate in the Uproar Ltd. Share Option/Share Issuance Plan and such other equity-based compensation arrangements as the Company may make available to its executive employees, in accordance with the terms and conditions of such arrangements as applicable to such other executive employees.
Option Plans. (a) Prior to the Effective Time, the Company and Parent shall take such action as may be necessary to cause each unexpired and unexercised option to purchase shares of Company Common Stock (each a "COMPANY Option") to be automatically converted at the Effective Time into an option (each a "PARENT OPTION") which will be (1) to purchase a number of shares of Parent Stock equal to the number of shares of Company Common Stock that could have been purchased under the Company Option multiplied by the Exchange Ratio, at a price per share of Parent Stock equal to the option exercise price determined pursuant to the Company Option divided by the Exchange Ratio and (2) otherwise subject to the same terms and conditions as the Company Option; provided that (i) if the applicable agreement evidencing the Company Option provides for acceleration of vesting of such Company Option upon the Merger, the converted stock option will be so vested following the Merger and, (ii) the terms of the Company Options outstanding under the Company's 1997 Non-Employee Director Stock Option Plan shall be amended so that such options may be exercised (A) with respect to those directors of the Company who do not become directors of Parent, until the earlier of (x) six months following the Effective Time or (y) the date on which the options expire in accordance with their terms, and (B) with respect to those directors of the Company who are appointed directors of Parent pursuant to Section 2.4, until the earlier of (x) 90 days following the date on which such persons cease to be directors of Parent and (y) the date on which the options expire in accordance with their terms. The date of grant of a substituted Parent Option shall be the date on which the corresponding Company Option was granted. At the Effective Time, all references in the Company Options to the Company shall be deemed to refer to Parent. Parent shall assume all of the Company's obligations with respect to Company Options as so amended and shall, from and after the Effective Time, make available for issuance upon exercise of the Parent Options all shares of Parent Stock covered thereby and, at or prior to the Effective Time, amend its Registration Statement on Form S-8 or file a new registration statement to cover the additional shares of Parent Stock subject to Parent Options granted in replacement of Company Options. Following the Effective Time, Parent will use all reasonable efforts to maintain the effectiveness of the fo...
Option Plans. Except as set forth in the Schedule of Exceptions, the Company has no plan, arrangement, scheme or agreement for the issuance of stock or options therefor to any of its employees, directors, officers or consultants other than its Employee Stock Purchase Plan and its 2001 Stock Options/Stock Issuance Plan.
Option Plans. (i)Prior to the Closing, the Company shall take any appropriate actions pursuant to the Option Plan (and the underlying option grant agreements) that are necessary to give effect to the provisions of Section 2.6(d) and Section 2.8(c)(v) with respect to Company Options.
Option Plans. Effective as of the Effective Time, each outstanding employee stock option or right to acquire shares of Class A Common Stock (each, a "Company Stock Option") granted under the Company's 2000 Stock Plan or the Company's Amended and Restated 2002 Stock Plan (together, the "Company Option Plans"), whether or not then exercisable, shall (a) with respect to the portion thereof that is vested immediately prior to the Effective Time in accordance with the terms of the Company Option Plans as in effect on the date of this Agreement and upon receipt of any necessary optionholder consent, be cancelled in exchange for a single lump sum cash payment equal to (reduced by any applicable withholding tax) the product of (i) the excess, if any, of the Common Stock Merger Consideration over the per share exercise price of such Company Stock Option immediately before the Effective Time and (ii) the number of shares of Class A Common Stock issuable upon exercise of the vested portion of such Company Stock Option immediately before the Effective Time and (b) with respect to the unvested portion thereof (or the vested portion thereof (as described above) to the extent necessary optionholder consent is not obtained) be assumed by Parent and converted into an option to purchase common stock of Parent, par value $0.01 per share ("Parent Common Stock") in accordance with this Section 2.4. Each unvested portion of any Company Stock Option (or the vested portion thereof (as described above) to the extent necessary optionholder consent is not obtained) so converted shall continue to have, and be subject to, the same terms and conditions (including vesting schedule) as set forth in the applicable Company Option Plan and any agreements thereunder immediately prior to the Effective Time, except that, as of the Effective Time, (i) each Company Stock Option shall be exercisable for that number of whole shares of Parent Common Stock equal to the product of the number of Shares that were issuable upon exercise of such Company Stock Option immediately prior to the Effective Time multiplied by 1.2489 (the "Exchange Ratio"), rounded down to the nearest whole number of shares of Parent Common Stock and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Company Stock Option so converted shall be equal to the quotient determined by dividing the exercise price per Share at which such Company Stock Option was exercisable immediately prior to the E...
Option Plans. Except as otherwise agreed to in writing between the Company and the holder of any Company Stock Option, and as consented to by Buyer, immediately prior to the Effective Time, each then outstanding stock option to purchase shares of Company Common Stock held by a current or former employee or director of the Company (a “Company Stock Option”) granted under the Company’s 1999 Employee Stock Option Plan, as amended or the Made2Mange Systems, Inc. Option Plan, adopted in 1990 (together, the “Option Plan”), whether or not then exercisable, shall, pursuant to the terms of the Option Plan, immediately fully vest and be converted into the right to receive from the Exchange Agent, in full satisfaction of such Company Stock Option, an amount equal to the product of (i) the number of shares of Company Common Stock subject to such Company Stock Option, and (ii) the excess, if any, of the Final Per Share Price over the exercise price per share specified in such Company Stock Option, reduced by the amount of withholding or other Taxes required to be withheld (the “Option Consideration”). As soon as reasonably practicable following the public announcement of execution of this Merger Agreement, the Company shall provide notice to each Company Stock Option Holder and to the Exchange Agent of (i) the acceleration of vesting of their options, (ii) their right, if any, to receive the payments set forth in this Section 4.5, (iii) their ability to either (A) surrender outstanding, unexercised options held by them for the Option Consideration or (B) elect to exercise such options; and (iv) the termination of all rights under the Company Stock Options upon the expiration of the period set forth therein (which shall be no more than sixty (60) days from the date of such notice). Except as provided herein, the Option Plan and any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company shall terminate as of the Effective Time and the Company shall ensure that following the Effective Time no holder of a Company Stock Option or any participant in the Option Plan shall have any right thereunder to acquire any capital stock of the Company or the Surviving Corporation. Prior to the Effective Time, the Board of Directors of the Company shall adopt such resolutions or take such actions as are necessary (determined by the mutual agreement of Buyer and the Company) to carry out the terms of this Section 4.5. ...
Option Plans. 27 6.9 Conduct of Business by Mergeparty Pending the Merger..................................29 6.10 Conduct of Business by American Pending the Merger....................................29 6.11