Common use of Stock Options and Warrants Clause in Contracts

Stock Options and Warrants. (a) At the Effective Time, each outstanding Target Option under the Target Option Plan, whether vested or unvested, shall be assumed by Acquiror and deemed to constitute an option (a "ACQUIROR OPTION") to acquire, on the same terms and conditions as were applicable under the Target Option, the same number of shares of Acquiror Common Stock as the holder of such Target Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time (rounded down to the nearest whole number), at a price per share (rounded up to the nearest whole cent) equal to (i) the aggregate exercise price for the shares of Target Common Stock otherwise purchasable pursuant to such Target Option divided by (ii) the number of full shares of Acquiror Common Stock deemed purchasable pursuant to such Acquiror Option in accordance with the foregoing; PROVIDED, HOWEVER, that, in the case of any Target Option to which Section 422 of the Code applies ("INCENTIVE STOCK OPTIONS"), the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Code. In connection with the assumption by Acquiror of the Target Options pursuant to this Section 6.5(a), Target shall be deemed to have assigned to Acquiror, effective at the Effective Time, Target's right to repurchase unvested shares of Target Common Stock issuable upon the exercise of the Target Options or previously issued upon the exercise of options granted under the Target Option Plan, in accordance with the terms of the Target Option Plan and the related stock option agreements and stock purchase agreements entered into under the Target Option Plan.

Stock Options and Warrants. (a) At the Effective Time, each outstanding Target Option under the Target Option PlanCompany Stock Option, whether vested or unvested, shall be assumed by Acquiror and Parent. Accordingly, each Company Stock Option shall be deemed to constitute an option (a "ACQUIROR OPTION") to acquire, on the same terms and conditions as were applicable under the Target such Company Stock Option, a number of shares of Parent Preferred Stock, such that upon conversion of such Parent Preferred Stock, the holder of the option would receive the same number of shares of Acquiror Parent Common Stock as the holder of such Target Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full including as to unvested shares, immediately prior to the Effective Time (rounded down to the nearest whole number), at a price per share (rounded up to the nearest whole cent) equal to (i) the aggregate exercise price for the shares of Target Company Common Stock otherwise purchasable pursuant to such Target Company Stock Option divided by (ii) the number of full shares of Acquiror Parent Common Stock deemed purchasable pursuant to such Acquiror Option Parent stock option in accordance with the foregoing; PROVIDED. As soon as practicable after the Effective Time, HOWEVERParent shall deliver to the holders of Company Stock Options appropriate notice evidencing the foregoing assumption and setting forth such participants’ rights pursuant thereto, that, and the grants shall continue in effect on the same terms and conditions as existed on the date of this Agreement (subject to the adjustments required by this Section 5.11 after giving effect to the Merger). In the case of any Target Company Stock Option to which Section 422 of the Code applies ("INCENTIVE STOCK OPTIONS"“Incentive Stock Options”), the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option Parent shall be determined in order to comply with Section 424(a) of the Code. In connection with the assumption by Acquiror of the Target Options pursuant to this Section 6.5(a), Target shall be deemed to have assigned to Acquiror, effective at the Effective Time, Target's right to repurchase unvested shares of Target Common Stock issuable upon the exercise of the Target Options or previously issued upon the exercise of options granted under the Target Option Plan, in accordance with the terms of the Target Company Option Plan to ensure, to the extent required by, and subject to the related stock option agreements and stock purchase agreements entered into under provisions of, such plan, that Company Stock Options which qualified as Incentive Stock Options prior the Target Option PlanEffective Time continue to qualify as Incentive Stock Options after the Effective Time.

Stock Options and Warrants. (a) At the Effective Time, each outstanding Target option to purchase Shares (a "Company Stock Option" or collectively "Company Stock Options") issued pursuant to the Company's 1998 Stock Option under the Target Option PlanPlan or other agreement or arrangement, whether vested or unvested, and outstanding as of the Effective Time shall be assumed by Acquiror and converted as of the Effective Time into options to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued are referred to collectively as the "Company Plans." Each Company Stock) the option price, Option shall be deemed the number of shares to constitute an option (purchasable pursuant to acquire a "ACQUIROR OPTION") number of to acquire, on such option and shares of Parent Common the same terms and Stock equal to the conditions as were applicable under the Target Option, the same of number of shares Common Shares exercise of Acquiror Common Stock as such that the holder of such Target option shall be Company Stock Option adjusted as necessary would have been in order to comply entitled to receive with Section 424(a) pursuant to the Merger of the Code. had such holder exercised such option Company Stock Option, whether or not vested, in full immediately prior to the Effective Time (rounded down to the nearest whole number), share) at a price per share (rounded up to the nearest whole cent) equal to (i) the aggregate exercise price for the shares of Target Common Stock Shares otherwise purchasable pursuant to such Target Company Stock Option divided by (ii) the product of (A) the number of full shares of Acquiror Common Stock deemed Shares otherwise purchasable pursuant to such Acquiror Option in accordance with Company Stock Option, multiplied by (B) the foregoingExchange Ratio; PROVIDEDprovided, HOWEVERhowever, that, that in the case of any Target Option option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code applies ("INCENTIVE STOCK OPTIONSincentive stock options" or "), ISOs") the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined adjusted as necessary in order to comply with Section 424(a) of the Code. In connection with the assumption by Acquiror of the Target Options pursuant to this Section 6.5(a), Target shall be deemed to have assigned to Acquiror, effective at the Effective Time, Target's right to repurchase unvested shares of Target Common Stock issuable upon the exercise of the Target Options or previously issued upon the exercise of options granted under the Target Option Plan, in accordance with the terms of the Target Option Plan and the related stock option agreements and stock purchase agreements entered into under the Target Option Plan.

Stock Options and Warrants. (a) At the Effective Time, each outstanding Target Option under the Target Option Plan, whether vested or unvested, shall be assumed by Acquiror and deemed to constitute an option (a "ACQUIROR OPTION") to acquire, on the same terms and conditions as were applicable under the Target Option, the same number of shares of Acquiror Common Stock as the holder of such Target Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time (rounded down to the nearest whole number), at a price per share (rounded up to the nearest whole cent) equal to (i) the aggregate exercise price for the shares of Target Common Stock otherwise purchasable pursuant to such Target Option divided by (ii) the number of full shares of Acquiror Common Stock deemed purchasable pursuant to such Acquiror Option in accordance with the foregoing; PROVIDEDprovided, HOWEVERhowever, that, in the case of any Target Option to which Section 422 of the Code applies ("INCENTIVE STOCK OPTIONS"), the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Code. In connection with the assumption by Acquiror of the Target Options pursuant to this Section 6.5(a), Target shall be deemed to have assigned to Acquiror, effective at the Effective Time, Target's right to repurchase unvested shares of Target Common Stock issuable upon the exercise of the Target Options or previously issued upon the exercise of options granted under the Target Option Plan, in accordance with the terms of the Target Option Plan and the related stock option agreements and stock purchase agreements entered into under the Target Option Plan.

Stock Options and Warrants. (a) At the Effective Time, each outstanding Target Option under the Target Option Plan, whether vested or unvested, shall be assumed by Acquiror HearMe and deemed to constitute an option (a an "ACQUIROR HEARME OPTION") to acquire, on the same terms and conditions as were applicable under the Target Option, acquire the same number of shares of Acquiror HearMe Common Stock as the holder of such Target Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time Time, and the Cash Component been zero (rounded down to the nearest whole number), at a price per share (rounded up to the nearest whole cent) equal to (i) the aggregate exercise price for the shares of Target Common Stock otherwise purchasable pursuant to such Target Option divided by (ii) the number of full shares of Acquiror HearMe Common Stock deemed purchasable pursuant to such Acquiror HearMe Option in accordance with the foregoing; PROVIDED, HOWEVER, that, in the case of any Target Option to which Section 422 of the Code applies ("INCENTIVE STOCK OPTIONS"), the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Code. In connection with the assumption by Acquiror HearMe of the Target Options pursuant to this Section 6.5(a), Target shall be deemed to have assigned to AcquirorHearMe, effective at the Effective Time, Target's right to repurchase unvested shares of Target Common Stock issuable upon the exercise of the Target Options or previously issued upon the exercise of options granted under the Target Option Plan, in accordance with the terms of the Target Option Plan and the related stock option agreements and stock purchase agreements entered into under the Target Option Plan. The vesting schedule of the Target Options shall not accelerate, and if necessary, Target shall amend the Target Option Plan to provide that such schedule will not accelerate, as a result of the Merger, PROVIDED, HOWEVER, that all options held by non-employee advisors shall vest in full at the Effective Time.

Stock Options and Warrants. (a) At the Effective Time, each outstanding option granted to employees or individual consultants of Target Option under the Target Option PlanPlan ("Target Options"), whether vested or unvested, shall be assumed by Acquiror and deemed to constitute an option (a an "ACQUIROR OPTIONAcquiror Option") to acquire, on the same terms and conditions as were applicable under the Target Option, the same number of shares of Acquiror Common Stock as the holder of such Target Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time (rounded down to the nearest whole number), at a price per share (rounded up to the nearest whole cent) equal to (i) the aggregate exercise price for the shares of Target Common Stock otherwise purchasable pursuant to such Target Option divided by (ii) the number of full shares of Acquiror Common Stock deemed purchasable pursuant to such Acquiror Option in accordance with the foregoing; PROVIDEDprovided, HOWEVERhowever, that, -------- ------- in the case of any Target Option to which Section 422 of the Code applies ("INCENTIVE STOCK OPTIONSincentive stock options"), the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Code. In connection with the assumption by Acquiror of the Target Options pursuant to this Section 6.5(a), Target shall be deemed to have assigned to Acquiror, effective at the Effective Time, Target's right to repurchase unvested shares of Target Common Stock issuable upon the exercise of the Target Options or previously issued upon the exercise of options granted under the Target Option Plan, in accordance with the terms of the Target Option Plan and the related stock option agreements and stock purchase agreements entered into under the Target Option Plan.

Stock Options and Warrants. (a) At the Effective Time, NSC's obligations with respect to each outstanding Target Option option to purchase shares of NSC Common Stock ("NSC Options") under the Target NSC's Stock Option Plan, whether vested or unvested, shall will be assumed by Acquiror and deemed Azurel. Each NSC Option so assumed by Azurel under this Agreement shall be subject to constitute an option (a "ACQUIROR OPTION") to acquire, on the same terms and conditions set forth in NSC's Stock Option Plan as were applicable under in effect immediately prior to the Target OptionEffective Time, the same and (i) such NSC Option will be exercisable for that number of shares of Acquiror Common Stock as the holder of such Target Option would have been entitled to receive pursuant equal to the Merger had product of the number of shares of NSC Common Stock that were purchasable under such holder exercised such option in full NSC Option immediately prior to the Effective Time (multiplied by the Exchange Ratio, rounded down to the nearest whole number)number of shares of Common Stock, at a price and (ii) the per share (rounded up to the nearest whole cent) equal to (i) the aggregate exercise price for the shares of Target Common Stock otherwise purchasable pursuant issuable. upon exercise of such assumed NSC Option will be equal to the quotient determined by dividing the exercise price per share of NSC Common Stock at which such NSC Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, and rounding the resulting exercise price up to the, nearest whole cent. Following the Effective Time, Azurel will send to each holder of an assumed NSC Option a written notice setting forth (i) the number of shares of Common Stock that are subject to such Target Option divided by assumed NSC Option, and (ii) the number exercise price per share of full shares of Acquiror Common Stock deemed purchasable pursuant to such Acquiror Option in accordance with the foregoing; PROVIDED, HOWEVER, that, in the case of any Target Option to which Section 422 of the Code applies ("INCENTIVE STOCK OPTIONS"), the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Code. In connection with the assumption by Acquiror of the Target Options pursuant to this Section 6.5(a), Target shall be deemed to have assigned to Acquiror, effective at the Effective Time, Target's right to repurchase unvested shares of Target Common Stock issuable upon exercise of such assumed NSC Option.. In addition, Azurel shall file with the SEC, no, later than coincident with the effectiveness of the a registration statement on Form S-8 registering the exercise of any NSC Options assumed by Azurel pursuant to this. Section 6.5 (to the Target Options or previously issued upon extent the exercise of such options granted under the Target Option Plan, in accordance with the terms of the Target Option Plan and the related stock option agreements and stock purchase agreements entered into under the Target Option Planis eligible to be registered using a Form S-8 registration statement).

Stock Options and Warrants. (a) At the Effective Time, each outstanding Target Option under the Target Option PlanOption, whether vested or unvestednot exercisable, shall will be assumed by Acquiror Purchaser. Each Option so assumed by Purchaser under this Agreement will continue to have, and deemed to constitute an option (a "ACQUIROR OPTION") to acquirebe subject to, on the same terms and conditions as were applicable under the Target Option, the same number of shares of Acquiror Common Stock as the holder of such Target Option would have been entitled to receive pursuant to the Merger had such holder exercised such option set forth in full Ventures' 1996 Equity Incentive Plan immediately prior to the Effective Time and the stock option agreement by which it is evidenced, except that (1) each Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Purchaser Common Stock (including Escrow Shares, if applicable) into which the shares of Ventures Common Stock subject to such option would have been converted pursuant to Section 1.6(a) if such option had been exercised in its entirety immediately prior to the Effective Time, rounded down to the nearest whole number)share of Purchaser Common Stock, at a price and (2) the per share exercise price for the shares of Purchaser Common Stock issuable upon exercise of such Option will be equal to the quotient determined by dividing (rounded A) the aggregate exercise price of such option, less any cash in lieu of a fractional share to which the holder of the Option would have been entitled had such Option been exercised immediately prior to the Effective Time, by (B) the number of shares of Purchaser Common Stock issuable upon exercise of such Option pursuant to clause (1) above, and rounding the resulting exercise price up to the nearest whole cent) equal to (i) the aggregate exercise price for the shares of Target Common Stock otherwise purchasable pursuant to such Target Option divided by (ii) the number of full shares of Acquiror Common Stock deemed purchasable pursuant to such Acquiror Option in accordance with the foregoing; PROVIDED, HOWEVER, that, in the case of any Target Option to which Section 422 of the Code applies ("INCENTIVE STOCK OPTIONS"), the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Code. In connection with the assumption by Acquiror of the Target Options pursuant to this Section 6.5(a), Target shall be deemed to have assigned to Acquiror, effective at As soon as practicable following the Effective Time, Target's right Purchaser will issue to repurchase unvested shares each holder of Target Common Stock issuable upon an Option a notice describing the exercise foregoing assumption of the Target Options or previously issued upon the exercise of options granted under the Target such Option Plan, in accordance with the terms of the Target Option Plan and the related stock option agreements and stock purchase agreements entered into under the Target Option Planby Purchaser.

Stock Options and Warrants. (a) At the Effective Time, each outstanding Target Option under the Target Option Plan, whether vested or unvested, shall be assumed by Acquiror and deemed to constitute an option (a "ACQUIROR OPTION") to acquire, on the same terms and conditions as were applicable under the Target Option, the same number of shares of Acquiror Common Stock as the holder of such Target Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time (rounded down to the nearest whole number), at a price per share (rounded up to the nearest whole cent) equal to (i) the aggregate exercise price for the shares of Target Common Stock otherwise purchasable pursuant to such Target Option divided by (ii) the number of full shares of Acquiror Common Stock deemed purchasable pursuant to such Acquiror Option in accordance with the foregoing; PROVIDEDprovided, HOWEVERhowever, that, -------- ------- in the case of any Target Option to which Section 422 of the Code applies ("INCENTIVE STOCK OPTIONS"), the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Code. In connection with the assumption by Acquiror of the Target Options pursuant to this Section 6.5(a), Target shall be deemed to have assigned to Acquiror, effective at the Effective Time, Target's right to repurchase unvested shares of Target Common Stock issuable upon the exercise of the Target Options or previously issued upon the exercise of options granted under the Target Option Plan, in accordance with the terms of the Target Option Plan and the related stock option agreements and stock purchase agreements entered into under the Target Option Plan.