Options to Purchase Company Common Stock. At the Effective Time, each option or warrant granted by Company to purchase shares of Company Common Stock ("COMPANY STOCK OPTIONS"), which is outstanding and unexercised immediately prior to the Effective Time, and the Company Stock Plans shall be assumed by Parent, and the Company Stock Options shall be converted into an option or warrant, as the case may be, to purchase shares of Parent Common Stock in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to Company shall be deemed to refer to Parent):
Options to Purchase Company Common Stock. At the Effective Time, each option or warrant granted by Company to purchase shares of Company Common Stock ("Company Stock Options"), which is outstanding and unexercised immediately prior to the Effective Time, and the Company Stock Plans shall be assumed by Parent, and the Company Stock Options shall be converted into an option or warrant, as the case may be, to purchase shares of Parent Common Stock in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to Company shall be deemed to refer to Parent):
Options to Purchase Company Common Stock. (a) At the Effective Time, each Assumed Option which is outstanding and unexercised immediately prior to the Effective Time shall be assumed by Nu Skin and converted into an option to purchase Class A Common Stock in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms and conditions may be altered in accordance with their terms as a result of the Merger):
Options to Purchase Company Common Stock. (a) ---------------------------------------- Except as otherwise provided in the Telco Shareholders Agreement, at the Effective Time, each option granted by EXCEL to purchase shares of EXCEL Common Stock, or by Telco to purchase shares of Telco Common Stock, which is outstanding and unexercised immediately prior to the Effective Time (collectively, "Options"), shall be assumed by Holdings and converted into an option (a "Holdings Option") to purchase shares of Holdings Common Stock in such amount and at such exercise price as provided below and otherwise having the same terms and conditions as are in effect immediately prior to the Effective Time:
Options to Purchase Company Common Stock. (a) At the Effective Time (and without any action by the Board of Directors of the Company or any committee administering the Company Stock Plan), the Company Stock Plan and each option granted by Company to purchase shares of Company Common Stock pursuant to the Company Stock Plan ("Company Stock Options") which is outstanding and unexercised immediately prior to the Effective Time, shall be canceled with the holder thereof becoming entitled to receive a cash payment from the Surviving Corporation at the Effective Time of an amount equal to (i) the excess, if any, of (x) the Merger Consideration over (y) the exercise price per share of Company Common Stock subject to such Company Stock Option, multiplied by (ii) the number of shares of Company Common Stock for which such Company Stock Option shall not theretofore have been exercised (the "Option Consideration") (irrespective of whether and to the extent to which any or all such Company Stock Options are exercisable or will be exercisable at the Effective Time).
Options to Purchase Company Common Stock. (a) At the Effective Time, each option granted by the Company to purchase shares of Company Common Stock outstanding under the Company Stock Plan, including options transferred to such plan from the Company's 1997 Stock Option Plan or otherwise listed on Schedule 3.05 of the Company Disclosure Schedule, whether vested or unvested ("Company Stock Options"), which is outstanding and unexercised immediately prior to the Effective Time and each warrant to purchase shares of Company Common Stock ("Company Warrants") which is outstanding and unexercised immediately prior to the Effective Time, shall be assumed by Parent and converted into an option or warrant, as the case may be, to purchase shares of Parent Common Stock in such number and at such exercise price as provided in (b) below but shall otherwise have the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger and except that all references in each such Company Stock Option or Company Warrant to Company shall be deemed to refer to Parent).
Options to Purchase Company Common Stock. (a) At the Effective Time, the Company Stock Plan and each option granted by Company to purchase shares of Company Common Stock pursuant to the Company Stock Plan or otherwise listed on Schedule 3.05 of the Company Disclosure Schedule ("COMPANY STOCK OPTIONS") which is outstanding and unexercised immediately prior to the Effective Time, and each warrant to purchase shares of Company Common Stock ("COMPANY WARRANTS") which is outstanding and unexercised immediately prior to the Effective Time, shall be assumed by Parent and shall be automatically converted into an option or warrant, as the case may be, to purchase Parent Common Shares in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions are automatically altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option or Company Warrant to Company shall be deemed to refer to Parent):
Options to Purchase Company Common Stock. At the Effective Time, each option granted by the Company to purchase shares of Company Common Stock (each, a "COMPANY STOCK OPTION") which is outstanding and unexercised immediately prior to the Effective Time shall be assumed by Parent and converted into an option to purchase shares of Parent Common Stock in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger):
Options to Purchase Company Common Stock. At the Effective Time, each option granted by the Company to purchase shares of Company Common Stock (each, a "COMPANY STOCK OPTION") which is outstanding and unexercised immediately prior to the Effective Time shall be assumed by WAG and converted into an option to purchase shares of WAG Common Stock in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger, including vesting as such shall (except as provided in Section 6.01(b)) be accelerated at the Effective Time pursuant to the terms of such Company Stock Options):
Options to Purchase Company Common Stock. (a) At or prior to the Effective Time, each of Company and Parent shall take all action necessary to cause as of the Effective Time the assumption by Parent of, or the reissuance by Parent of substitutes for, all of the following which remain outstanding as of the Effective Time: (i) the options to purchase Company Common Stock listed in the Company Disclosure Schedule, whether vested or unvested, and issued under Company's Stock Plans; (ii) options to purchase Company Common Stock listed in the Company Disclosure Schedule pursuant to option agreements outside of the Company's Stock Plans; and (iii) the warrants to purchase Company Stock listed in the Company Disclosure Schedule and issued pursuant to warrant agreements, (collectively, the "Outstanding Options and Warrants," and each an "Outstanding Option" or an "Outstanding Warrant"). To the fullest extent permitted under applicable law and the applicable stock option agreements, the Company Stock Plans and the warrant agreements, each of the Outstanding Options and Outstanding Warrants shall be exchanged or substituted without any action on the part of the holder thereof into an option or warrant to purchase shares of Company Common Stock as of the Effective Time. The number of shares of Parent Common Stock that the holder of an assumed or substituted Outstanding Option or Outstanding Warrant shall be entitled to receive upon the exercise of such option or warrant shall be the same number of shares of Company Common Stock as the holder of such Outstanding Option or Outstanding Warrant would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant in full immediately prior to the Effective Time. The price per share of Parent Common Stock after the Effective Time shall be equal to (x) the aggregate exercise price for the shares of Company Common Stock otherwise purchasable pursuant to such Outstanding Option or Outstanding Warrant divided by (y) the Exchange Ratio. Other than as set forth in the Outstanding Options and Warrants or as contemplated by this Agreement, the assumption and substitution of options and warrants as provided herein shall not give the holders of such options and warrants additional benefits or additional vesting rights which they did not have immediately prior to the Effective Time or relieve the holders of any obligations or restrictions applicable to their options and warrants or the shares obtainable upon exercise of their options and ...
