Options and Warrants. 3 1.07 Absence of Certain Changes or Events...............3 1.08
Options and Warrants. (a) At the Effective Time, each Option which is outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to Parent Common Stock, and Parent shall assume each Option, in accordance with the terms of the Company Stock Plan and stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) Parent and its Board of Directors shall be substituted for the Company and the Company’s Board of Directors administering such Company Stock Plan, (ii) each Option assumed by Parent may be exercised solely for shares of Parent Common Stock (or cash, if so provided under the terms of such Option), (iii) the number of shares of Parent Common Stock subject to such Option shall be equal to the number of Common Shares subject to such Option immediately prior to the Effective Time multiplied by 1.54448 (the “Exchange Ratio”), and (iv) the per share exercise price under each such Option shall be adjusted by dividing the per share exercise price under each such Option by the Exchange Ratio and rounding up to the nearest cent. Notwithstanding the provisions of clause (iii) of the preceding sentence, Parent shall not be obligated to issue any fraction of a share of Parent Common Stock upon exercise of Options and any fraction of a share of Parent Common Stock that otherwise would be subject to a converted Option shall represent the right to receive a cash payment upon exercise of such converted Option equal to the product of such fraction and the difference between the market value of one share of Parent Common Stock at the time of exercise of such converted Option and the per share exercise price of such converted Option. In addition, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 5.15(a), (1) each Option which is an “incentive stock option” shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the option, within the meaning of Section 424(h) of the Code and (2) each Option shall be adjusted in a manner so as to comply with the requirements of Section 409A of the Code. The Company agrees to take all necessary steps to effectuate the foregoing provisions of this Section 5.15(a), including using its best efforts to obtain from each holder of a Option any consent or contract or agreement that may be deemed necessary or advisable in ...
Options and Warrants. (a) At the Effective Time, Sensec shall assume Ensec's rights and obligations under each of the outstanding stock options previously granted by Ensec to certain of its employees, directors and consultants that are outstanding immediately prior to the Effective Time (each such stock option existing immediately prior to the Effective Time is referred to herein as an "Existing Ensec Option" and each such assumed stock option existing immediately after the Effective Time is referred to herein as an "Assumed Ensec Option"). Under each Assumed Ensec Option, the optionee shall have the right to receive from Sensec, in accordance with the terms and subject to the conditions of the Existing Ensec Option, the Ensec Merger Consideration that such optionee would have been entitled to receive had the optionee exercised his or her Existing Ensec Option immediately prior to the Effective Time, but only in accordance with the terms and conditions of the Existing Ensec Option (including payment of the aggregate exercise price thereof). Except as provided in this Section 2.7(a), the Assumed Ensec Option shall not give the optionee any additional benefits that the holder thereof did not have under the Existing Ensec Option; provided, however, that the terms of such Existing Ensec Options shall govern the vesting thereof, including, if applicable, any vesting of Existing Ensec Options as a result of the Merger. Each Assumed Ensec Option shall constitute a continuation of the Existing Ensec Option, substituting Sensec for Ensec and, in the case of employees, employment by an Sensec Company for employment by an Ensec Company. Notwithstanding the foregoing, the terms of any Assumed Ensec Option shall be such that the substitution of the Assumed Ensec Option for the Existing Ensec Option would not constitute a modification of the Existing Ensec Option within the meaning of Section 424(h)(3) of the Code and the Regulations promulgated thereunder.
Options and Warrants. An option is the right to buy ("call option") or sell ("put option") a specific asset at a pre-determined time ("time of exercise") or during a pre-determined period for a pre-determined price ("exercise price"). The price of a call or put option is the option premium. Sub-Funds may buy or sell call or put options, provided that the relevant Sub-Fund has the right, in accordance with its investment objective and policy, to invest in the relevant underlyings.
Options and Warrants. At the Effective Time, each option or warrant issued by the Company which is outstanding at that time will become the right to receive a sum in cash equal to (a) the amount, if any, by which the Merger Price exceeds the per share exercise price of the option or warrant, times (b) the number of shares of Common Stock issuable upon exercise of the option or warrant in full. In order to receive the amount to which a holder of an option or warrant is entitled under this Paragraph, the holder must deliver to the Company (i) any certificate or option agreement relating to the option or warrant and (ii) a document in which the holder acknowledges that the payment the holder is receiving is in full satisfaction of any rights the holder may have under or with regard to the option or warrant.
Options and Warrants. 16 3.8. Adjustments....................................................17 3.9. Merger Subsidiary Capital Stock................................17 3.10. No Further Transfer of Shares.................................18 3.11.
Options and Warrants. 4 1.9 Escrow............................................................. 5 1.10 Articles of Incorporation and By-laws............................. 6 1.11
Options and Warrants. There shall be no outstanding capital stock (or right, option, warrant or other arrangement to acquire such capital stock) of the Borrower, other than that owned by Holdings.
Options and Warrants. From time to time, the Company may grant to Executive options or warrants to purchase the Company’s common stock. The Company shall enter into an option or warrant agreement for the issuance of such options or warrants in such event.
Options and Warrants. (a) Immediately prior to the Closing, each outstanding option ("Target Options") exercisable into shares of Target Common Stock and each warrant ("Target Warrants") exercisable into shares of Target Common Stock whether vested or not vested, shall immediately become vested in full and either exercised by the holder thereof prior to Closing or be deemed assumed by Parent. In the event that any Target Options and Target Warrants are exercised by the holder thereof prior to or simultaneous with the Closing, all shares of Target Common Stock issued upon exercise thereof shall be converted into Parent Shares in accordance with Section 1.2(a)(iii) of the Merger Agreement.
