Outstanding Options and Warrants. There are no subscriptions, options, warrants, rights, puts, calls, commitments or agreements (respecting issuance, redemption, repurchase, voting or otherwise) relating to, nor any outstanding securities convertible into, any shares of capital stock or other equity interest of the Corporation or any Subsidiary, or into any such convertible securities, and neither Sellers, the Corporation nor any Subsidiary has agreed to issue, purchase, sell or transfer any of same, except as provided in this Agreement.
Outstanding Options and Warrants. (i) Prior to the Effective Time, each option to purchase shares of Company Common Stock that is outstanding and unexercised pursuant to the Company Option Plans (each, a "COMPANY OPTION") in effect on the date hereof shall become and represent an option to purchase (a "SUBSTITUTE OPTION") the number of Parent Shares (rounded down to the nearest full share) determined by multiplying (X) the number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time by (Y) the Exchange Ratio, at an exercise price per share of Parent Shares equal to the result of dividing (A) the exercise price of such Company Option by (B) the Exchange Ratio and rounding the result up to the nearest tenth of one cent (hereinafter, the "POST-MERGER OPTION EXERCISE PRICE"). It is the intent of the Parties that the 4
Outstanding Options and Warrants. At the Effective Time:
Outstanding Options and Warrants. Each outstanding option or -------------------------------- warrant to purchase Company Shares (each, a "Company Option") shall be assumed by Parent (in accordance with the further provisions contained in Section 6.17) and each such assumed option shall be converted into and represent an option to purchase the number of Parent Shares (a "Substitute Option") (rounded down to the nearest full share) determined by multiplying (i) the number of Company Shares subject to such Company Option immediately prior to the Effective Time by (ii) the Exchange Ratio, at an exercise price per share of Parent Shares (rounded up to the nearest tenth of a cent) equal to the exercise price per share of Company Shares immediately prior to the Effective Time divided by the Exchange Ratio. It is the intent of the parties that the Company Options assumed by Parent shall qualify following the Effective Time as "incentive stock options" as defined in Section 422 of the Code to the extent such Company Options qualified as incentive stock options immediately prior to the Effective Time and the provisions of this Section 4.1(c) shall be applied consistent with such intent. Parent will reserve a sufficient number of Parent Shares for issuance under this Section 4.1(c).
Outstanding Options and Warrants. (a) The Corporation shall be permitted to cause the vesting of all Options to be accelerated, conditional on the Offeror taking up and paying for the Shares under the Offer and to provide arrangements for the conditional exercise of Options and Warrants contingent upon completion of the Offer.
Outstanding Options and Warrants. Except to the extent otherwise provided in outstanding options, warrants, and other rights to purchase shares of the common stock, $.001 par value per share, of VEII-North Dakota, each option, warrant or other right to purchase shares of the common stock, $.001 par value per share, of VEII-North Dakota, shall be exercisable to purchase shares of VEII-Nevada on the same terms and conditions.
Outstanding Options and Warrants. The exchange of the currently outstanding Options of the Corporation and of the outstanding Corporation Warrants into the equivalent Comamtech Options and Comamtech Warrants, as provided for in Section 7.7, shall not require any consent or approval by their respective holders.
Outstanding Options and Warrants. There are no -------------------------------- subscription rights, options, warrants, rights, puts, calls, commitments or agreements (respecting issuance, redemption, repurchase, voting or otherwise) relating to, nor any outstanding securities convertible into, any shares of capital stock or other equity interest in SP Systems or any of the Subsidiaries, or into any such convertible securities (other than any exceptions therefrom attributable to any actions of any officer or director of the Companies), and neither the Seller nor any of the Companies have agreed to issue, purchase, sell or transfer any of same, except as provided in this Agreement.
Outstanding Options and Warrants. (i) Prior to the Effective Time, each option to purchase shares of Company Common Stock that is outstanding and unexercised pursuant to the Company Option Plans (each, a "COMPANY OPTION") in effect on the date hereof shall (i) to the fullest extent permitted by the applicable plans and option agreements, be terminated if the result of dividing (A) the exercise price of such Company Option by (B) the Exchange Ratio and rounding the result to the nearest tenth of one cent (hereinafter, the "POST-MERGER EXERCISE PRICE"), is greater than the closing sale price of the Parent Shares on the trading day immediately preceding the Effective Time ("TERMINATED OPTIONS"), and (ii) if the Post-Merger Exercise Price of such Company Option is less than or equal to the closing sale price of the Parent Shares on the trading day immediately preceding the Effective Time, become and represent an option to purchase (a "SUBSTITUTE OPTION") the number of Parent Shares (rounded to the nearest full share) determined by multiplying (X) the number of Company Shares subject to such Company Option immediately prior to the Effective Time by (Y) the Exchange Ratio, at an exercise price per share of Parent Common Stock equal to the Post-Merger Exercise Price. Promptly after the Effective Time, Parent shall grant options to purchase Parent Shares to holders of Terminated Options in consideration for the termination thereof. The aggregate number of Parent Shares subject to such new options shall equal 14,382,923 MINUS (I) the number of Parent Shares subject to the Substitute Options, and (II) the product of (A) the number of shares of Company Common Stock issued upon exercise of Company Options between the date hereof and the Effective Time and (B) the Exchange Ratio.
Outstanding Options and Warrants. Except as set forth on Schedule III hereto, there are not outstanding any options, warrants or agreements for the purchase or acquisition from or by the Company of any shares of its capital stock.
