Surviving Corporation Stock Option Plan Sample Clauses

Surviving Corporation Stock Option Plan. As soon as reasonably practicable after the Effective Time, Buyer, as the sole shareholder of the Surviving Corporation, will cause the Surviving Corporation to adopt an option plan for the benefit of the Surviving Corporation's employees so as to provide for the award of options to such employees, at the discretion of the Surviving Corporation's Board, to purchase shares of the Surviving Corporation's common stock issuable under the plan. The option plan shall provide that the number of such shares issuable thereunder shall be an aggregate amount equal to 20% of the Surviving Corporation's issued and outstanding common stock at Closing (or such lesser percentage as Buyer's accountants or counsel shall determine is necessary to allow Buyer to consolidate with the Surviving Corporation for federal income tax purposes).
Sample 1
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Surviving Corporation Stock Option Plan. The Parent agrees to cause the Surviving Corporation to grant, as of the Closing Date, to the Stockholder Indemnitors options to purchase 4,444,442 shares in the aggregate of the Surviving Corporation Class A common stock, par value $.01 per share, ("Options"). Options shall be allocated among employees of the Surviving Corporation as set forth on Schedule 6.7(b). The Options shall contain terms and conditions substantially the same as those contained in the Parent's 1999 Employee Stock Option Plan (except that the Options shall not contain incentive stock option provisions) and shall provide for (i) initial vesting of 25% on the first anniversary of the date of grant and the balance vesting quarterly over the 36 months following such first anniversary subject to continued employment at the Surviving Corporation or a subsidiary thereof and (iii) a ten (10) year term, subject to early expiration upon the occurrence of certain events. The shares issuable upon exercise of Options granted on the Closing Date shall constitute 10% of the outstanding common stock of the Surviving Corporation on a fully diluted basis immediately after giving effect to the Merger and the transactions contemplated to be completed immediately after the Merger under the Contribution Agreement.
Sample 1

Related to Surviving Corporation Stock Option Plan

  • Company Stock Option Plans Simultaneously with the execution of this Agreement, the Board of Directors of the Company (or, if appropriate, any committee administering the Company Stock Option Plans) shall adopt such resolutions or take such other actions as are required to effect the transactions contemplated by Section 2.10 in respect of all outstanding Options and thereafter the Board of Directors of the Company (or any such committee) shall adopt any such additional resolutions and take such additional actions as are required in furtherance of the foregoing.

  • Stock Option Plans Each stock option granted by the Company under the Company’s stock option plan was granted (i) in accordance with the terms of the Company’s stock option plan and (ii) with an exercise price at least equal to the fair market value of the Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under the Company’s stock option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.

  • Share Option Plans Each share option granted by the Company under the Company’s share option plan was granted (i) in accordance with the terms of the Company’s share option plan and (ii) with an exercise price at least equal to the fair market value of the Ordinary Shares on the date such share option would be considered granted under GAAP and applicable law. No share option granted under the Company’s share option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, share options prior to, or otherwise knowingly coordinate the grant of share options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.

  • Stock Option Plan The Executive shall be eligible to participate in the Company's Stock Option Plan in accordance with the terms and conditions thereof.

  • Company Stock Options At the Effective Time, each Company Stock --------------------- Option shall be deemed to have been assumed by Evergreen, without further action by Evergreen, and shall thereafter be deemed an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, that number of shares of Surviving Corporation Common Stock that would have been received in respect of such Company Stock Option if it had been exercised immediately prior to the Effective Time (such Company Stock Options assumed by Evergreen, the "Assumed Chancellor Stock Options"); provided, however, that, for -------- ------- each optionholder, (i) the aggregate fair market value of Surviving Corporation Common Stock subject to Assumed Chancellor Stock Options immediately after the Effective Time shall not exceed the aggregate exercise price thereof by more than the excess of the aggregate fair market value of Company Common Stock subject to Company Stock Options immediately before the Effective Time over the aggregate exercise price thereof and (ii) on a share-by-share comparison, the ratio of the exercise price of the Assumed Chancellor Stock Option to the fair market value of the Surviving Corporation Common Stock immediately after the Effective Time is no more favorable to the optionholder than the ratio of the exercise price of the Company Stock Option to the fair market value of the Company Common Stock immediately before the Effective Time; and provided, -------- further, that no fractional shares shall be issued on the exercise of such ------- Assumed Chancellor Stock Option and, in lieu thereof, the holder of such Assumed Chancellor Stock Option shall only be entitled to a cash payment in the amount of such fraction multiplied by the closing price per share of Surviving Corporation Common Stock on the Nasdaq National Market on the business day immediately prior to the date of such exercise.

  • Employee Stock Option Plan Employee shall be entitled to participate in the Employee Stock Option Plan of the Company once approved by the Board of Directors.

  • Stock Option Plans, Etc Accelerate, amend or change the period of exercisability or vesting of options or other rights granted under its stock plans or authorize cash payments in exchange for any options or other rights granted under any of such plans;

  • Company Stock Plans (a) The Company shall take such action as shall be required:

  • Nonstatutory Stock Option The Optionee may incur regular federal income tax liability upon exercise of a NSO. The Optionee will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Exercised Shares on the date of exercise over their aggregate Exercise Price. If the Optionee is an Employee or a former Employee, the Company will be required to withhold from his or her compensation or collect from Optionee and pay to the applicable taxing authorities an amount in cash equal to a percentage of this compensation income at the time of exercise, and may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise.

  • Non-Statutory Stock Option This option is not intended to qualify as an incentive stock option within the meaning of Section 422 of the Code.

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