Treatment of Options. Prior to the Merger Effective Time, Xxxxxx and Merger Sub shall take all such actions as may be necessary to cause each unexpired and unexercised option, whether or not vested or exercisable, under stock option plans of Xxxxxx with respect to Xxxxxx Common Stock (each, an "Option") to be automatically converted at the Merger Effective Time into an option (an "Exchange Option") to purchase, on the same terms and conditions as were applicable to each such Option immediately before the Merger Effective Time (except for any changes in vesting rights or acceleration of exercise rights pursuant to the terms of the stock option plans and related agreements in existence as of the date of this Agreement, that result from the occurrence of the Transactions), (i) that number of shares of Surviving Corporation Common Stock equal to the number of shares of Xxxxxx Common Stock issuable immediately prior to the Merger Effective Time upon exercise of the Option and (ii) at a price per share equal to the exercise price which existed under the corresponding Option immediately prior to the Merger Effective Time; provided, however, that in the case of any Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, the conversion formula shall be adjusted, if necessary, to comply with Section 424(a) of the Code. In connection with the issuance of Exchange Options, the Surviving Corporation shall (a) reserve for issuance the number of shares of Surviving Corporation Common Stock that will become subject to Exchange Options pursuant to this Section 1.9 and (b) from and after the Merger Effective Time, upon exercise of Exchange Options, make available for issuance all shares of Surviving Corporation Common Stock covered thereby, subject to the terms and conditions applicable thereto. Prior to the Merger Effective Time, the Board of Directors of Xxxxxx, or an appropriate committee of non-employee directors thereof, as applicable, shall adopt resolutions consistent with the interpretive guidance of the U.S. Securities and Exchange Commission (the "SEC") and any other applicable securities regulatory authorities so that the disposition of the Options and the acquisition of the Exchange Options, any shares of Surviving Corporation Common Stock or any other equity securities or derivative securities of the Surviving Corporation pursuant to this Agreement by any officer or director of Xxxxxx who may become a covered person of the Surviv...
Treatment of Options. (i) Immediately prior to the Effective Time, each outstanding and unexercised option to purchase Shares (each, a “Company Option”) that is vested and was granted under any stock option plan of the Company or any other equity plan or other Contract (collectively, the “Company Stock Option Plans”), shall be cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive from the Company, in consideration of the cancellation of such Company Option and in settlement therefor, a payment in cash (subject to all applicable withholding or other Taxes required by applicable Law) of an amount equal to the product of (i) the total number of vested Shares subject to such Company Option immediately prior to such cancellation and (ii) the excess, if any, of the Merger Consideration over the exercise price per Share subject to such Company Option immediately prior to such cancellation (such amounts payable hereunder being referred to as the “Option Payments”), with the understanding that, for purposes of this clause, if there are different exercise prices for different Company Options held by the same holder, separate calculations shall be made for each exercise price. Notwithstanding the foregoing and for the avoidance of doubt, to the extent the per share exercise price for the shares of Company Common Stock that would have been issuable upon exercise of such Company Option is greater than the Offer Price, the Company Option shall be terminated and cancelled at the Effective Time and no Option Payment shall be made. From and after the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the Option Payment, if any. The Option Payments shall be paid by Parent or the Surviving Corporation as soon as practicable following the Effective Time, without interest. Each Company Option that is unvested immediately prior to the Effective Time (after giving effect to any accelerated vesting that occurs in connection with the Offer or the Merger, including, without limitation, any accelerated vesting that occurs pursuant to Section 2.4(a)(iii)) and is held by an individual who, after the Effective Time, is not an “employee” of Parent or an affiliate of Parent within the meaning of General Instruction A(1)(a)(1) of Form S-8, shall be cancelled as of immediately prior to the Effective Time without payment of any Merger...
Treatment of Options. Under the terms of the Purchase Agreement, conditioned upon execution of this Agreement by Optionholder, (a) immediately prior to the Effective Time, and contingent upon, the Closing, the vesting of all unvested Options, if any, will be accelerated such that such Options shall be fully vested and exercisable and (b) at the Effective Time, each Option that is held by Optionholder and outstanding, vested and unexercised as of immediately prior to the Effective Time (after giving effect to the acceleration of vesting of such Options pursuant to the preceding clause (a)), shall be canceled at the Effective Time in exchange for (i) the amount equal to (A) the product of (x) the amount, if any, by which (1) Per Unit Amount exceeds (2) the per Unit exercise price, as set forth on Exhibit A, multiplied by (y) the number of Company Units subject to such Option and vested as of immediately prior to the Effective Time and in accordance with the terms and conditions of the Company Plan (such amount, the “Option Payment Amount”), plus (ii) the right for the Optionholder to receive his or her Additional Pro Rata Share of one or more distributions of any (A) Escrow Amount by the Escrow Agent due and payable pursuant to the Escrow Agreement and the Purchase Agreement and (B) Representative Expense Amount due and payable pursuant to the Purchase Agreement, in each case in respect of such Option, plus (iii) the right for the Optionholder to receive his or her Additional Pro Rata Share of one or more Earnout payments, if any, due and payable pursuant to Section 2.5 of the Purchase Agreement in respect of such Option. Buyer shall contribute the Option Payment Amount to the Company, and the Company shall pay such amount (less applicable withholding and any Taxes required to be paid by the Company with respect thereto) to the Optionholder through special payroll on the Closing Date. Optionholder hereby acknowledges and agrees that the Per Unit Amount and the Option Payment Amount may be subject to adjustment at Closing pursuant to Section 2.2 of the Purchase Agreement. Optionholder further acknowledges and agrees that Optionholder is bound by, and amounts received hereunder are subject to further adjustment under, Section 2.3 and Section 2.4 of the Purchase Agreement.
Treatment of Options. 8 ARTICLE III
Treatment of Options. Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, immediately prior to the Effective Time, (i) the vesting and exercisability of each then unexpired and unexercised option or similar rights to purchase Company Common Stock (the “Company Options”), granted under any stock option plan of the Company, including the Company’s 2006 Equity Incentive Plan, as amended from time to time, or any other plan, agreement or arrangement (collectively, the “Company Stock Plans”), held by any Person then performing services as an employee, director or consultant of the Company immediately prior to the Effective Time shall be fully accelerated, and (ii) each then unexpired and unexercised Company Option, without regard to the identity of the holder, shall be cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option and in settlement therefor, a payment in cash (subject to any applicable withholding or other Taxes required by applicable Law to be withheld in accordance with Section 2.2(e)) of an amount equal to the product of (A) the total number of shares of Company Common Stock previously subject to such Company Option and (B) the excess, if any, of the Merger Consideration over the exercise price per share of Company Common Stock previously subject to such Company Option (such amounts payable hereunder being referred to as the “Option Payments”). From and after the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the Option Payments. Without limiting the foregoing, the Company shall take all necessary action under the Company Stock Plans and the stock option agreements evidencing the Company Options (including, to the extent necessary, obtaining consent of the holders of the Company Options) to effectuate the actions contemplated by this Section 2.4(a).
Treatment of Options. Employee may be required to exercise any vested options within ninety (90) days from date of the termination of his employment.
Treatment of Options. At the Effective Time, each holder of a then outstanding option to purchase Shares under the Company's 1992 Stock Plan, 1996 Stock Plan and the Amended and Restated 1996 Non-Employee Director Stock Option Plan (collectively, the "Company Stock Option Plans"), to the extent such option is then exercisable (individually, an "Option" and collectively, the "Options"), shall, in settlement thereof, receive for each Share subject to such Option (but only to the extent such Option is then exercisable for each such Share) an amount (subject to any applicable withholding tax) in cash equal to the difference between the Merger Consideration and the per share exercise price of such Option to the extent such difference is a positive number (such amount being hereinafter referred to as the "Option Consideration"). Upon receipt of the Option Consideration, the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such Option. Prior to the Effective Time, the Company shall take all such lawful action as may be necessary to give effect to the transactions contemplated by this Section 3.04 (except for such action that may require the approval of the Company's stockholders). Except as otherwise agreed to by the parties, the Company shall use its reasonable efforts to ensure that (i) all Company Stock Option Plans shall terminate as of the Effective Time and the provisions in 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 thereof shall be canceled as of the Effective Time, and (ii) following the Effective Time, no participant in any Company Stock Option Plan or other plans, programs or arrangements shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any subsidiary or affiliate thereof and to terminate all such plans.
Treatment of Options. Upon In the event employment is terminated for cause,1 all Termination of Employment options held by the employee, whether or not then exercisable, will terminate and be canceled ---------------------------------------- 1 To be mutually agreed upon the parties following the closing of the merger.
Treatment of Options. At the Effective Time each outstanding option to purchase Shares (a “Company Option”) under the Stock Plans (as defined in Section 5.1(b)), vested or unvested, shall be cancelled and shall only entitle the holder thereof to receive, as soon as reasonably practicable after the Effective Time (and in any event, within two business days after the Effective Time), an amount in cash equal to the product of (x) the total number of Shares subject to the Company Option times (y) the excess, if any, of the value of the Per Share Merger Consideration over the exercise price per Share under such Company Option, less applicable Taxes required to be withheld with respect to such payment.
Treatment of Options. It is intended that this Option shall not be an “incentive stock option” as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”).
