Common use of Option Plans Clause in Contracts

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 foregoing registration statement (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the converted Company Options remain outstanding and unexercised.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Teltrend Inc), Agreement and Plan of Merger (Westell Technologies Inc)

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Option Plans. (a) Prior to Effective as of the Effective Time, the Company and Parent shall take such action as may be necessary each outstanding employee stock option or right to cause each unexpired and unexercised option to purchase acquire shares of Company Class A Common Stock (each each, a "COMPANY 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 be automatically converted at the portion thereof that is vested immediately prior to the Effective Time into an option (each 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 "PARENT OPTION") which will be (1) to purchase a number of shares of Parent Stock 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 Company Class A Common Stock that could have been purchased under issuable upon exercise of the vested portion of such Company Stock Option multiplied 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 the Exchange RatioParent and converted into an option to purchase common stock of Parent, at a price par value $0.01 per share ("Parent Common Stock") in accordance with this Section 2.4. Each unvested portion of Parent any Company Stock equal Option (or the vested portion thereof (as described above) to the option exercise price determined pursuant extent necessary optionholder consent is not obtained) so converted shall continue to the Company Option divided by the Exchange Ratio have, and (2) otherwise be subject to to, the same terms and conditions (including vesting schedule) as the Company Option; provided that (i) if set forth in 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 any agreements thereunder immediately prior to the Effective Time, amend its Registration Statement on Form S-8 or file a new registration statement to cover the additional shares except that, as of Parent Stock subject to Parent Options granted in replacement of Company Options. Following the Effective Time, (i) each Company Stock Option shall be exercisable for that number of whole shares of Parent will 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 Effective Time by the Exchange Ratio, rounded up to the nearest whole cent. No later than five business days after the Closing, Parent shall register the shares of Parent Common Stock issuable upon exercise of Company Stock Option converted pursuant to this Section 2.4 by filing an effective registration statement on Form S-8 (or any successor form) or another appropriate form with the SEC, and Parent shall use all reasonable commercial best efforts to maintain the effectiveness of the foregoing such registration statement (and maintain the current status of the prospectus or prospectuses contained therein) with respect thereto for so long as any of the converted Company Options such options remain outstanding and unexercisedoutstanding.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Orbitz Inc), Agreement and Plan of Merger (Cendant Corp)

Option Plans. (a) Prior 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, the Company and Parent shall take such action as may be necessary to cause each unexpired and unexercised then outstanding stock option to purchase shares of Company Common Stock held by a current or former employee or director of the Company (each a "COMPANY “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 automatically converted at into the Effective Time into right to receive from the Exchange Agent, in full satisfaction of such Company Stock Option, an option (each a "PARENT OPTION") which will be (1) to purchase a number of shares of Parent Stock amount equal to the product of (i) the number of shares of Company Common Stock that could have been purchased under subject to such Company Stock Option, and (ii) the Company Option multiplied by excess, if any, of the Exchange Ratio, at a Final Per Share Price over the exercise price per share specified in such Company Stock Option, reduced by the amount of Parent 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 equal Option Holder and 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 Agent of (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 andtheir options, (ii) their right, if any, to receive the terms 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 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 terminate as of the Effective Time and the Company who do not become directors of Parent, until the earlier of (x) six months shall ensure that following the Effective Time no holder of a Company Stock Option or (y) any participant in the date on which the options expire in accordance with their terms, and (B) with respect Option Plan shall have any right thereunder to those directors acquire any capital stock of the Company who are appointed directors of Parent pursuant to Section 2.4, until or 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 termsSurviving Corporation. 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 Prior to the Effective Time, amend its Registration Statement on Form S-8 or file a new registration statement to cover the additional shares Board 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 Directors of the foregoing registration statement Company shall adopt such resolutions or take such actions as are necessary (determined by the mutual agreement of Buyer and maintain the current status Company) to carry out the terms of this Section 4.5. Except for the election described above, no consent or approval of the prospectus or prospectuses contained therein) for so long as any holders of the converted Company Stock Options remain outstanding and unexercisedwill be required in connection with this Agreement, the Merger or treatment of the Company Stock Options as contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Made2manage Systems Inc)

Option Plans. The Merger Agreement provides that, immediately prior to the Effective Time, each holder of a Stock Option, whether or not then presently exercisable, will be entitled to receive a cash payment from the Company equal to the product of (a) Prior the total number of Shares then subject to each such Stock Option with an exercise price less than the per Share Merger Consideration and (b) the excess of the per Share Merger Consideration over the exercise price per Share subject to such Stock Option, subject to any required withholding of taxes, and the Stock Options will be canceled and will cease to exist. CVCA Warrants. The Merger Agreement provides that, immediately prior to the Effective Time, the Company and Parent shall take holder of the CVCA Warrants will, to the extent such action as may warrants have not previously been exercised, be necessary entitled to cause each unexpired and unexercised option to purchase shares of Company Common Stock (each receive 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 cash payment from Purchaser equal to the product of (a) 47,806 (the total number of shares Shares then subject to such CVCA Warrants) and (b) the excess of Company Common Stock that could have been purchased under the Company Option multiplied by per Share Merger Consideration over $0.004545 (the Exchange Ratio, at a exercise 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 Share 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 CVCA Warrants). As a condition to such Company Option upon the Mergerpayment, the converted stock option will be so vested following the Merger and, (ii) the terms holder of the Company Options outstanding under the Company's 1997 Non-Employee Director Stock Option Plan shall be amended so CVCA Warrants must provide to Purchaser a written acknowledgment 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 payment satisfies 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 full all of the Company's obligations with respect to such person pursuant to such warrants. Rights Agreement. The Company Options has issued Rights pursuant to the Rights Agreement. The Merger Agreement provides that the Company's Board of Directors has taken all necessary action to provide that neither Parent nor Purchaser will become an "Acquiring Person" such that no "Shares Acquisition Date" or "Distribution Date" (as so amended such terms are defined in the Rights Agreement) will occur and shall, from and after the Effective Time, make available for issuance upon exercise that Section 11.1.2 of the Rights Agreement will not be triggered as a result of the announcement, commencement or consummation of the Offer, the execution or delivery of the Merger Agreement or any amendments thereto, the consummation of the Merger, or the consummation of the transactions contemplated by the Merger Agreement. Under the Merger Agreement, the Company has agreed, should Parent Options all shares of Parent Stock covered thereby andor Purchaser so request, at or to redeem the Rights effective immediately prior to Purchaser's acceptance of Shares for purchase pursuant 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 OptionsOffer. Following the Effective Time, Parent will use all reasonable efforts to maintain the effectiveness No such request has been made as of the foregoing registration statement (and maintain the current status date of the prospectus or prospectuses contained therein) for so long as any of the converted Company Options remain outstanding and unexercisedthis Offer to Purchase.

Appears in 1 contract

Samples: FMST Acquisition

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Option Plans. (a) Prior to Effective as of the Effective Time, the Company and Parent shall take such action as may be necessary each outstanding employee stock option or right to cause each unexpired and unexercised option to purchase acquire shares of Company Class A Common Stock (each each, a "COMPANY “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 be automatically converted at the portion thereof that is vested immediately prior to the Effective Time into an option (each 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 "PARENT OPTION") which will be (1) to purchase a number of shares of Parent Stock 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 Company Class A Common Stock that could have been purchased under issuable upon exercise of the vested portion of such Company Stock Option multiplied 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 the Exchange RatioParent and converted into an option to purchase common stock of Parent, at a price par value $0.01 per share (“Parent Common Stock”) in accordance with this Section 2.4. Each unvested portion of Parent any Company Stock equal Option (or the vested portion thereof (as described above) to the option exercise price determined pursuant extent necessary optionholder consent is not obtained) so converted shall continue to the Company Option divided by the Exchange Ratio have, and (2) otherwise be subject to to, the same terms and conditions (including vesting schedule) as the Company Option; provided that (i) if set forth in 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 any agreements thereunder immediately prior to the Effective Time, amend its Registration Statement on Form S-8 or file a new registration statement to cover the additional shares except that, as of Parent Stock subject to Parent Options granted in replacement of Company Options. Following the Effective Time, (i) each Company Stock Option shall be exercisable for that number of whole shares of Parent will 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 Effective Time by the Exchange Ratio, rounded up to the nearest whole cent. No later than five business days after the Closing, Parent shall register the shares of Parent Common Stock issuable upon exercise of Company Stock Option converted pursuant to this Section 2.4 by filing an effective registration statement on Form S-8 (or any successor form) or another appropriate form with the SEC, and Parent shall use all reasonable commercial best efforts to maintain the effectiveness of the foregoing such registration statement (and maintain the current status of the prospectus or prospectuses contained therein) with respect thereto for so long as any of the converted Company Options such options remain outstanding and unexercisedoutstanding.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cendant Corp)

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