Stock Option and Other Plans. (a) Prior to the Effective Time, each of the Board of Directors of the Company (or, if appropriate, any Committee thereof) and the Company shall use its reasonable best efforts to obtain the consent of all of the holders of options to purchase Common Stock (the "Options") heretofore granted under any stock option plan of the Company (the "Stock Plans") to provide for the cancellation, effective at the Effective Time, of all the outstanding Options, as follows: Immediately prior to the Effective Time, each Option, whether or not then vested or exercisable, shall no longer be exercisable for the purchase of shares of Common Stock but shall entitle each holder thereof, in cancellation and settlement therefor, to payments in cash (subject to any applicable withholding taxes, the "Cash Payment"), at the Effective Time, equal to the product of (x) the total number of shares of Common Stock subject to such Option as to which such Option could have been exercisable and (y) the excess of the Merger Consideration over the exercise price per share of Common Stock subject to such Option, each such Cash Payment to be paid to each holder of an outstanding Option at the Effective Time. The Company will use its reasonable best efforts to ensure that any then-outstanding stock appreciation rights or limited stock appreciation rights shall be cancelled as of immediately prior to the Effective Time without any payment therefor. As provided herein, the Stock Plans 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 or any Subsidiary (collectively with the Stock Plans, referred to as the "Stock Incentive Plans") shall terminate as of the Effective Time. The Company will use its reasonable best efforts to take all steps necessary to ensure that neither the Company nor any of its Subsidiaries is or will be bound by any Options, other options, warrants, rights or agreements which would entitle any Person, other than Parent or its affiliates (including Sub), to own any capital stock of the Surviving Corporation or except for certain call options in respect of the capital stock of certain of its dealership subsidiaries, as more fully set forth in Section 3.01(c)(ii) of the Company Disclosure Letter, any of its subsidiaries or to receive any payment in respect thereof. The Company will use its reasonable best efforts to obtain all necessary consents to ensure that after the Effective Time...
Stock Option and Other Plans. 16 Section 3.8 Certificate of Incorporation of the Surviving Corporation..............................................18 Section 3.9 By-Laws of the Surviving Corporation.....................18 Section 3.10 Directors and Officers of the Surviving Corporation.............................................18 Section 3.11 Closing.................................................18 Section 3.12
Stock Option and Other Plans. At the Effective Time, all outstanding options under the Bank's existing stock option plans (the "Plans") shall be converted into options to acquire the number of shares of Holding Company Stock that the holders of such options were entitled to acquire of Bank Stock immediately prior to the Share Exchange on the same terms and conditions as set forth in the Plans and the agreements issued pursuant to the Plans. The Holding Company shall file a registration statement on Form S-8 covering all shares of Holding Company Stock issuable with respect to existing stock options under the Plans no later than ten days after the Closing Date, and the Holding Company shall cause such registration statement to become effective and remain effective for as long as such options are outstanding.
Stock Option and Other Plans. At the Effective Time, all outstanding options under the Bank's existing stock option plans ("Plans") shall be converted into options to acquire the number of shares of common stock of the Holding Company that the holders of such options were entitled to acquire of Bank Stock immediately prior to the Exchange on the same terms and conditions as set forth in the Plans.
Stock Option and Other Plans. (a) As of the Effective Time, each outstanding stock option, stock equivalent right or right to acquire Shares (a "Company Option" or "Company Options") granted under the Company's Amended and Restated 1995 Stock Option Plan, 1999 Equity Incentive Plan (as amended), 2000 Non-Officer Equity Incentive Plan and 1999 Employee Stock Purchase Plan ("Company ESPP") (collectively, the "Option Plans"), whether or not then exercisable or vested, shall (without any action on the part of the Company) automatically be converted into an option to purchase Parent common stock, par value $.01 per share ("Parent Common Stock"), in accordance with this Section 2.4(a). Each Company Option so converted shall continue to have, and be subject to, similar terms and conditions (including vesting schedule) as are currently applicable to each such Company Option, except that, as of the Effective Time, (i) each Company Option shall be exercisable (or shall become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the Option Exchange Ratio (defined below), rounded to the nearest whole number, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Company Option so converted shall be equal to the quotient determined by dividing the exercise price per share of Common Stock at which such Company
Stock Option and Other Plans. (a) Effective as of the Effective Time, Parent shall assume each outstanding option to acquire Common Stock (each, a "Company Option"), under any stock option or similar plan of the Company (each, a "Stock Plan") in accordance with this Section 2.10 and with the terms of the Stock Plan under which such Company Option was granted and the stock option agreement by which such Company Option is evidenced. Parent acknowledges and agrees that each Company Option, to the extent currently not exercisable, will become exercisable in accordance with its terms upon the acceptance for payment of and payment for the Shares by Merger Subsidiary pursuant to the Offer and, if applicable, the exercise of the Option as contemplated by Section 1.01(e). The proceeds from the exercise of any Company Option shall be excluded from the calculation of Company Net Working Capital.
Stock Option and Other Plans. The rights of the Executive at the date of Termination under the Corporation’s stock option, savings, cash performance, deferred compensation, retirement and other incentive and benefit plans or programs, including but not limited to any terminating distributions and vesting of rights under such plans or programs or awards or grants thereunder shall be governed by the terms of those respective plans or programs and any agreements relating to such plans or programs.
Stock Option and Other Plans. (a) Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee thereof) and the Board of Directors of FAFCO (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary to provide that effective at the Effective Time
Stock Option and Other Plans. (a) The Company shall, prior to the Closing Date, use its commercially reasonable best efforts to accelerate the vesting or exercisability of all outstanding employee stock options to purchase Company Common Stock, whether set forth in any stock option plan or plans of the Company ("COMPANY STOCK OPTION PLANS"), in an option agreement with the optionee or otherwise. On the Closing Date, the Company shall use its commercially reasonable best efforts to cause each such option (each, a "COMPANY OPTION") granted by the Company to purchase shares of Company Common Stock that is outstanding and unexercised immediately prior to Closing Date to be exercised, and the optionees thereunder (the "OPTIONEES") shall be deemed to be Sellers for purposes of Articles I and II of this Agreement. As required by Section 6.2(e) hereof, the Sellers shall cause each Optionee to deliver prior to the Option Closing a joinder agreement whereby each such Optionee agrees to be bound by the provisions of Articles I and II of this Agreement as if he or she were a Seller hereunder (each, a "JOINDER AGREEMENT").
Stock Option and Other Plans. 15 Section 3.8
