Common use of Seller Options Clause in Contracts

Seller Options. (a) At the Effective Time, all rights with respect to Seller Common Stock pursuant to stock options granted by Seller (the “Seller Options”), which are outstanding and not cancelled at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to Buyer Common Stock, and Buyer shall assume each Seller Option in accordance with the terms of the applicable Seller option plan and the stock option agreement by which it is evidenced (the “Converted Options”); provided, however, that each holder of Seller Options may agree to cancel, immediately prior to the Effective Time, any Seller Options held by such Person as of the date hereof, in exchange for a cash payment at Closing equal to the product obtained by multiplying (1) the number of shares of Seller Common Stock underlying such Person’s Seller Options, by (2) the Cash Consideration less the exercise price per share under such Seller Options, by entering into an Option Cash-Out Agreement in the form of Exhibit D prior to the Effective Time. From and after the Effective Time, (i) each Seller Option assumed by Buyer may be exercised solely for shares of Buyer Common Stock, (ii) the number of shares of Buyer Common Stock subject to each Seller Option shall be equal to the product of the number of shares of Seller Common Stock subject to such Seller Option immediately prior to the Effective Time multiplied by the Exchange Ratio, provided, that any fractional shares of Buyer Common Stock subject to the Converted Options shall be exchanged for cash (without interest) in an amount equal to such fractional part of a share of Buyer Common Stock multiplied by Final Buyer Stock Price less the exercise price of such Converted Option, and (iii) the per share exercise price under each such Seller Option shall be adjusted by dividing the per share exercise price under each such Seller Option by the Exchange Ratio and rounding down to the nearest cent.

Seller Options. (a) At the Effective Time, all rights with respect to Seller Common Stock pursuant to stock options granted by the Seller (the “Seller Options”), ) which are outstanding and not cancelled at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to Buyer Common Stock, and the Buyer shall assume each Seller Option in accordance with the terms of the applicable Seller option plan and the stock option agreement by which it is evidenced (the “Converted Options”); provided, however, that each holder of Seller Options may agree elect to cancel, immediately prior to the Effective Time, any Seller Options held by such Person as of the date hereof, in exchange for a cash payment at Closing equal to the product obtained by multiplying (1) the number of shares of Seller Common Stock underlying such Person’s Seller Options, Options by (2) the Cash Consideration less the exercise price per share under such option. The Seller Optionswill use its commercially reasonable efforts to obtain from each current member of the Seller’s board of directors who holds any options, by entering into an Option Cash-Out Agreement in and deliver to the form of Exhibit D Buyer prior to the Effective TimeClosing, a written agreement in a form specified by the Buyer confirming and agreeing to the surrender or roll-over of such director’s options as described above. From and after the Effective Time, (i) each Seller Option assumed by the Buyer may be exercised solely for shares of Buyer Common Stock, (ii) the number of shares of Buyer Common Stock subject to each Seller Option shall be equal to the product of the number of shares of Seller Common Stock subject to such Seller Option immediately prior to the Effective Time multiplied by the Fixed Exchange Ratio, provided, that any fractional shares of Buyer Common Stock subject to the Converted Options shall be exchanged for cash (without interest) in an amount equal to such fractional part of a share of Buyer Common Stock multiplied by Final Buyer Stock Price less the exercise price of such Converted Option, and (iii) the per share exercise price under each such Seller Option shall be adjusted by dividing the per share exercise price under each such Seller Option by the Fixed Exchange Ratio and rounding down to the nearest cent.

Seller Options. (a) At As of the Effective TimeClosing, all rights with respect outstanding options to Seller Common Stock purchase shares of beneficial interest granted by the IAS Trust, pursuant to stock options granted by Seller its 2001 Stock Incentive Plan which were unvested as of December 31, 2001 and listed on SCHEDULE 3.10(a) hereto (the “"SELLER OPTIONS") shall be assumed by the Buyer. Notwithstanding the foregoing, those options issued to consultants and listed on SCHEDULE 3.10(b) hereto shall not be "Seller Options”)" hereunder and shall not be assumed by the Buyer. Immediately after the Closing, which are outstanding and not cancelled at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to Buyer Common Stock, and Buyer shall assume each Seller Option in accordance with the terms of the applicable Seller option plan and the stock option agreement by which it is evidenced (the “Converted Options”); provided, however, that each holder of Seller Options may agree to cancel, outstanding immediately prior to the Effective TimeClosing shall be deemed to constitute an option to acquire, any Seller Options held by such Person on the same terms and conditions as of the date hereof, in exchange for a cash payment at Closing equal to the product obtained by multiplying (1) the number of shares of Seller Common Stock underlying such Person’s Seller Options, by (2) the Cash Consideration less the exercise price per share were applicable under such Seller OptionsOption at the Closing, by entering into an Option Cash-Out Agreement in the form of Exhibit D prior to the Effective Time. From and after the Effective Time, (i) each Seller Option assumed by Buyer may be exercised solely for shares of Buyer Common Stock, (ii) the that number of shares of Buyer Common Stock (rounded down to the nearest whole share) as is equal to the number of shares of beneficial interests in the IAS Trust subject to the unexercised portion of such Seller Option multiplied by the Exchange Ratio. The exercise price per share of each such assumed Seller Option shall be equal to the product exercise price of the number of shares of Seller Common Stock subject to such Seller Option immediately prior to the Effective Time multiplied by the Exchange RatioClosing, provided, that any fractional shares of Buyer Common Stock subject to the Converted Options shall be exchanged for cash (without interest) in an amount equal to such fractional part of a share of Buyer Common Stock multiplied by Final Buyer Stock Price less the exercise price of such Converted Option, and (iii) the per share exercise price under each such Seller Option shall be adjusted by dividing the per share exercise price under each such Seller Option divided by the Exchange Ratio and rounding down (rounded up to the nearest whole cent.). The terms, exercisability, vesting schedule and all of the other terms of the Seller Options shall otherwise remain unchanged, provided, however, that the Buyer shall not guarantee the status of any option as an "incentive stock option" under Section 422 of the Code ("ISO") and shall not be required to indemnify any Person for any Loss resulting from the failure of any option to qualify as an ISO. As soon as practicable after the Closing, Buyer shall deliver to the holders of Seller Options appropriate notices setting forth such holders' rights pursuant to such Seller Options, as amended by this Section 3.10, and the agreements evidencing such Seller

Seller Options. (a) At the Effective Time, all rights with respect to Seller Common Stock pursuant to stock options or warrants granted by Seller (the “Seller Options”), ) which are outstanding and not cancelled at the Effective TimeTime not to exceed 313,269, whether or not exercisable, shall be converted into and become rights with respect to Buyer Common Stock, and Buyer shall assume each Seller Option in accordance with the terms of the applicable warrant agreement or the Seller option plan and the stock option agreement by which it is evidenced (the “Converted Options”); providedOptions”);provided, however, that each holder at the written request of Seller Options may agree any of the Seller’s directors received before the Effective Time, such director’s warrants to cancel, purchase shares of Seller’s common stock shall be converted immediately prior to the Effective Time, any Seller Options held by such Person as Time into the right to receive from Carolina National an amount of the date hereof, in exchange for a cash payment at Closing equal to the product obtained by multiplying (1) the number of shares of Seller Common Stock underlying such Person’s Seller Options, by (2) the Cash Consideration for each share covered by the warrant, less the exercise price per share under such Seller Options, by entering into an Option Cash-Out Agreement of the warrants adjusted as set forth below in this Section 3.5(a)(iii)(which cash shall not be included in the form of Exhibit D prior to the Effective TimeAggregate Cash Limit). From and after the Effective Time, (i) each Seller Option assumed by Buyer may be exercised solely for shares of Buyer Common Stock, (ii) the number of shares of Buyer Common Stock subject to each Seller Option shall be equal to the product of the number of shares of Seller Common Stock subject to such Seller Option immediately prior to the Effective Time multiplied by the Fixed Exchange Ratio, provided, provided that any fractional shares of Buyer Common Stock subject to the Converted Options shall be exchanged for cash (without interest) in an amount equal to such fractional part of a share of Buyer Common Stock multiplied by Final Buyer Stock Price less the exercise price of such Converted Option, and (iii) the per share exercise price under each such Seller Option shall be adjusted by dividing the per share exercise price under each such Seller Option by the Fixed Exchange Ratio and rounding down to the nearest cent. Seller agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.5.