USFloral Stock Options. As soon as practicable after the Closing, options to purchase such number of shares of USFloral Common Stock as shall have a fair market value as of the Closing Date equal to 4.5% of the Merger Consideration provided for in Section 2.2 above shall be available for issuance to the key employees of the Surviving Corporation after the Closing, as determined by the Surviving Corporation's President (or other officer or director designated by the Surviving Corporation and acceptable to USFloral) in accordance with USFloral's policies, and authorized and issued under the terms of USFloral's 1997 Long-Term Incentive Plan.
USFloral Stock Options. As soon as practicable after the Closing, options to purchase such number of shares of USFloral Common Stock as shall have a fair market value as of the Closing Date equal to (i) 6.25% of the Closing Date Consideration provided for in Section 2.2 above and (ii) 6.25% of the Earn-Out Consideration based on Target EBIT provided for in Section 2.2 above, shall be available for issuance to the key employees of the Surviving Corporation after the Closing, as determined by the Surviving Corporation's President (or other officer or director designated by the Surviving Corporation and acceptable to USFloral) in accordance with USFloral's policies, and authorized and issued under the terms of USFloral's 1997 Long-Term Incentive Plan.
USFloral Stock Options. As soon as practicable after the Closing, ---------------------- options to purchase such number of shares of USFLORAL Stock as shall have a fair market value on the Closing Date equal to 6.25% of the Merger Consideration provided for in Section 2.1 above shall be available for issuance to the key employees of the Surviving Corporation after the Closing, as determined by the Surviving Corporation's President (or other officer or director designated by the Surviving Corporation and acceptable to USFLORAL) in accordance with USFLORAL's policies, and authorized and issued under the terms of USFLORAL's Amended and Restated 1997 Long-Term Incentive Plan. 11.3
USFloral Stock Options. 29 11.4 Earn-Out Consideration.......................................... 29 11.5 34 Act Obligations.............................................. 30 11.6
USFloral Stock Options. As soon as practicable after the Closing but in no event later than six (6) months from the Closing Date, options to purchase such number of shares of USFloral Common Stock as shall have a fair market value as of the Closing Date equal to 6.25% of the Closing Date Consideration provided for in Section 2.2 above shall be available for issuance to Xxx Xxxxxxx, Xxxxx Xxxxxxxx and Xxxx Xxxxxxxxxx, the key employees of the Surviving Corporation after the Closing, as determined by the Surviving Corporation's President (or other officer or director designated by the Surviving Corporation and acceptable to USFloral) in accordance with USFloral's policies, and authorized and issued under the terms of USFloral's 1997 Long-Term Incentive Plan. As soon as practicable after the determination of the 1998 EBIT pursuant to Section 2.2, options to purchase such number of shares of USFloral Common Stock as shall have a fair market value as of August 31, 1998 equal to 6.25% of the Earn-Out Consideration provided for in Section 2.2 above (other than any portion of the Earn-Out Consideration paid in respect of the 1997 Shortfall) shall be available for issuance to the key employees of the Surviving Corporation after the Closing, as determined by the Surviving Corporation's President (or other officer or director designated by the Surviving Corporation and acceptable to USFloral) in accordance with USFloral's policies, and authorized and issued under the terms of USFloral's 1997 Long-Term Incentive Plan.
USFloral Stock Options. 38 8. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF USFLORAL AND THE NEWCOS....38
USFloral Stock Options. 38 7.11 Board of Directors Proposal................................ 38 7.12 Survival of Partnerships................................... 39 7.13
USFloral Stock Options. As of the Closing, options to purchase such number of shares of USFloral Common Stock as shall have a fair market value as of the date of issuance equal to 6.25% of the Consideration provided for in Section 2.1 above shall be issued to the key employees of the Newcos after the Closing who were not Limited Partners (provided, however, that options to purchase up to an aggregate of 50% of the options available in such pool may be granted to L. Xxxxx Xxxxx, Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxxxx and Xxxxxx Xxxxxxxxx), as determined by L. Xxxxx Xxxxx (or other officer designated by L. Xxxxx Xxxxx and acceptable to USFloral) in accordance with USFloral's policies, and authorized and issued under and subject to the terms of USFloral's 1997 Long-Term Incentive Plan.
USFloral Stock Options. As soon as practicable after the Closing, ---------------------- options to purchase such number of shares of USFLORAL Stock as shall have a fair market value on the Closing Date equal to 6.25% of the sum of the Consideration (as such term is defined in Annex II of this Agreement) shall be available for issuance to the key employees of the Surviving Corporation after the Closing, as determined by the Surviving Corporation's President (or other officer or director designated by the Surviving Corporation's President and acceptable to USFLORAL) in accordance with USFLORAL'S policies, and authorized and issued under the terms of USFLORAL'S Amended and Restated 1997 Long-Term Incentive Plan. USFLORAL will cause its Amended and Restated 1997 Long-Term Incentive Plan to be in effect on the Closing Date. The USFLORAL stock options shall be offered to the key employees of such Surviving Corporation on the same terms offered to the key employees of the surviving corporations in the other concurrent mergers of USFLORAL.
USFloral Stock Options. 33 6.10 Conduct of Business of Surviving Corporation.................. 33 7. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF USFLORAL................... 33 7.1 Representations and Warranties; Performance of Obligations.... 33 7.2
