Stock Options; Warrants. (a) At the Effective Time and without any action on the part of the parties hereto, (i) the 1996 Stock Incentive Plan, the 1993 Incentive Stock Option, Nonqualified Stock Option and Restricted Stock Purchase Plan (together, the “Company Stock Plans”) and (ii) each unexercised and unexpired stock option that is then outstanding under the Company Stock Plans or any other plan or arrangement under which the Company or its subsidiaries grants stock options, whether or not exercisable and whether or not vested (the “Company Options”), shall be assumed by Parent and such Company Options shall be converted into options to purchase Parent Common Stock (individually an “Assumed Option” and collectively the “Assumed Options”). Each Assumed Option shall continue to have, and be subject to, the same terms and conditions as set forth in the applicable Company Stock Plan and any agreement evidencing the grant of such Assumed Option, as in effect immediately prior to the Effective Time, except that, as of the Effective Time, (i) the Assumed Options shall be exercisable for whole shares of Parent Common Stock, and the number of such shares shall be equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Assumed Option, whether or not exercisable, immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Assumed Option shall be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Assumed Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent, (iii) all references in the Company Stock Plan and the agreement evidencing the Assumed Option to the Company shall be deemed to be references to Parent and (iv) all references in the Company Stock Plan and the agreement evidencing the Company Option to Company Common Stock shall be deemed to be references to Parent Common Stock. Notwithstanding anything to the contrary in this Section 2.2, the conversion of any Assumed Options (regardless of whether such options qualify as “incentive stock options” within the meaning of Section 422 of the Code) into options to purchase Parent Common Stock shall be made in such a manner as would not constitute a “modification” of suc...
Stock Options; Warrants. (a) On or as soon as practicable following the date of this Agreement, the Board of Directors of Target (or, if appropriate, any committee thereof administering the Target Stock Plans) shall adopt such resolutions or take such other actions as may be required to effect the following:
Stock Options; Warrants. (i) At the Effective Time, all options to purchase Company Shares then outstanding under Company's 1995 Employee Share Ownership and Option Plan, Share Ownership and Option Plan (2000), 2000 Share Option Plan and 2000 Non-Employee Director Stock Option Plan (collectively, the "COMPANY OPTION PLANS"), and all options to purchase Company Shares then outstanding which are not under any Company Option Plan, in each case whether vested or unvested, and the Company Option Plans themselves, shall be assumed by Parent in accordance with Section 5.11 hereof and (ii) at the Effective Time all warrants to purchase Company Shares then outstanding (collectively, the "COMPANY WARRANTS") shall be assumed by Parent in accordance with Section 5.13 hereof.
Stock Options; Warrants. (a) After the Effective Time, to the extent provided for in the Stock Option Plans (as defined below), each holder of an outstanding option to purchase any shares of capital stock of the Company (in each case, an "Option") shall be entitled, upon exercise of such Option, to receive, in lieu of Common Shares, an amount of cash and Equity DCCRs equal to the amount thereof to which such holder would actually have been entitled if such holder had exercised such option immediately prior to the Effective Time.
Stock Options; Warrants. (a) Immediately prior to the Effective Time, each then outstanding option to purchase any shares of capital stock of the Company (in each case, a "COMPANY STOCK OPTION"), whether or not then exercisable, shall be cancelled by the Company and, in consideration of such cancellation, the Company (or, at Parent's option, Merger Sub) shall pay to such holders of Company Stock Options an amount in respect thereof equal to the product of (A) the excess, if any, of the Offer Price over the exercise price of each such Company Stock Option and (B) the number of Shares previously subject to the Company Stock Option immediately prior to its cancellation (such payment to be net of withholding taxes and without interest).
Stock Options; Warrants. In addition to any benefits the Executive may receive pursuant to paragraph 2(b)(iii), as may be determined appropriate by the Board, the Company may, from time to time, grant Executive stock options (the "Executive Options") exercisable for shares of capital stock of the Company and subject to the terms of this Agreement, such Executive Options shall have such terms and provisions as may be determined appropriate by the Board. Any such Executive Options will be granted under the Company's 1997 Stock Option Plan or a successor plan of the Company (the "Stock Option Plan"). Contemporaneously with the execution and delivery of this Agreement, the Company is issuing to the Executive stock purchase warrants for the purchase of an aggregate of 200,000 shares of Class A Common Stock of the Company ("Warrants") having an exercise price of $14.00 per share.
Stock Options; Warrants. (a) Except with respect to the stock options set forth on Section 4.3(a) of the Target Disclosure Schedule (the “Excepted Options”), Target represents and warrants that each stock option of Target (the “Target Options”) that is not fully exercisable as of the date of this Agreement will automatically become fully vested and exercisable immediately prior to the Effective Time pursuant to the terms of the applicable employee benefit plan and other agreements. The consideration for the cancellation of each Target Option shall be (x) the amount by which the Merger Consideration exceeds the per share exercise price of such Target Option multiplied by (y) the number of Target Common Shares covered by the outstanding portion of the cancelled Target Option; provided that if the exercise price of such Target Option is equal to or greater than the Merger Consideration, such Target Option shall be cancelled without any cash payment being made in respect thereof. Any payment made pursuant to this Section 4.3(a) shall be reduced by any income or employment Tax withholding required under (i) any applicable state or local Tax laws or (ii) any other applicable laws. Each Target Option shall be cancelled and no longer be outstanding at or immediately prior to the Effective Time. The Surviving Company shall pay such consideration to the holders of Target Options promptly after the Effective Time, but in no event more than two (2) Business Days after the Effective Time. Target will take any and all actions necessary on or before the Effective Time to terminate all Excepted Options as provided in Section 4.3(c).
Stock Options; Warrants. Section 2.3.
Stock Options; Warrants. All options to purchase Company Common Stock granted under the Stock Option Plans, Stock Purchase Plan or pursuant to any other arrangement adopted by the Company Board to provide options, warrants or other rights to purchase capital stock of the Company to directors, officers or employees of the Company (in any such case, an "Option") and the warrants granted to EverCore Healthcare LLC (the "Warrants") then outstanding shall be subject to the provisions of Section 7.03.
Stock Options; Warrants. At the Effective Time, all options to ----------------------- purchase Company Common Stock then outstanding under the Company's 1997 Stock Option Plan and 1999 Stock Option Plan (together, the "Company Stock Option Plans") shall be assumed by Parent in accordance with Section 5.8 of this Agreement. At the Effective Time, all Company Warrants (as defined in Section 2.2) then outstanding shall be assumed by Parent in accordance with Section 5.8 of this Agreement.
