Company Stock Options. (i) Effective as of the Effective Time, each then outstanding option to purchase shares of Company Common Stock (each a “Company Stock Option”), pursuant to the Company’s equity-based compensation plans (the “Company Stock Plans”) and the award agreements evidencing the grants thereunder, granted prior to the date of this Agreement to any current or former employee or director of, consultant or other service provider to, the Company or any of its Subsidiaries shall immediately vest and become exercisable in accordance with the terms of the Company Stock Plans, shall be assumed by Parent and shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into an option to purchase a number of shares of Parent Common Stock (an “Assumed Stock Option”) equal to (i) the number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time multiplied by (ii) the Equity Award Exchange Ratio (rounded down to the nearest whole share); and the per share exercise price for Parent Common Stock issuable upon the exercise of such Assumed Stock Option shall be equal to (i) the exercise price per share of Company Common Stock at which such Company Stock Option was exercisable immediately prior to the Effective Time divided by (ii) the Equity Award Exchange Ratio (rounded up to the nearest whole cent), provided, however, that such conversion and assumption of the Assumed Stock Options shall comply with the regulations and other binding guidance under Section 409A of the Code. Except as otherwise provided herein, the Assumed Stock Options shall be subject to the same terms and conditions (including expiration date and exercise provisions after taking into account the accelerated vesting of the Company Stock Options as of the Effective Time as contemplated by the Company Stock Plans) as were applicable to the corresponding Company Stock Options immediately prior to the Effective Time.
Company Stock Options. (a) As soon as practicable following the date of this Agreement, the Company Board (or, if appropriate, any committee administering the Company Stock Plans) shall adopt such resolutions or take such other actions as may be required to effect the following:
Company Stock Options. Prior to the Effective Time, CNT shall, and SPX shall cause the Company to, take all such actions as may be necessary to cause each Company Stock Option (as defined in Section 3.2) to be automatically converted at the Effective Time into an option (a "CNT Exchange Option") to purchase that number of shares of common stock, par value $0.01 per share, of CNT (the "CNT Common Stock"), together with the associated CNT stock purchase rights, equal to the number of shares of Company Common Stock issuable immediately prior to the Effective Time upon exercise of such Company Stock Option (without regard to actual restrictions on exercisability) multiplied by the Option Exchange Ratio (as hereinafter defined), with an exercise price equal to the exercise price which was in effect under such Company Stock Option immediately prior to the Effective Time divided by the Option Exchange Ratio, and with such CNT Exchange Option being otherwise subject to the same terms and conditions as the terms and conditions of such Company Stock Option immediately before the Effective Time, but giving effect to the Stock Purchase. It is the intention of the parties that the CNT Exchange Options qualify immediately following the Effective Time as incentive stock options as defined in Section 422 of the Code if and to the extent such Company Stock Options qualified as incentive stock options immediately prior to the Effective Time. In connection with the issuance of CNT Exchange Options, CNT shall (i) from and after the Effective Time, upon exercise of CNT Exchange Options, make available for issuance all shares of CNT Common Stock covered thereby (together with the associated CNT stock purchase rights), subject to the terms and conditions applicable thereto, and (ii) within 10 days following the Effective Time, file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-8 covering the shares to be issued upon exercise of the CNT Exchange Options. For purposes of this Section 2.8, the "Option Exchange Ratio") shall mean a fraction, the numerator of which is $2.3132, and the denominator of which is the closing sale price of a share of CNT Common Stock on the Nasdaq National Market System ("Nasdaq") on the trading day immediately preceding the date of this Agreement.
Company Stock Options. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of the Company or the holder thereof, each unexpired and unexercised option to purchase shares of Company Common Stock (a “Company Stock Option”) outstanding under the Company Stock Plans (as hereinafter defined) or otherwise granted by the Company outside of any Company Stock Plan, will be assumed by DIMON as hereinafter provided. To the extent that the “vesting” or exercisability (or acceleration of “vesting” or exercisability) of any Company Stock Option is permitted in connection with the Merger but not required by the applicable governing instruments, then the Company shall take all reasonable action within its control to cause such exercisability or acceleration not to occur and shall otherwise cause the Company Stock Options to be converted into DIMON Stock Options as provided herein (but, for the avoidance of doubt, shall not be required to make any amendment to such governing instrument that would require the consent of the holder of such instrument or the approval of the Company’s shareholders). Notwithstanding the foregoing, the Company may take action to amend the terms of the Company Stock Plans or Company Stock Options to provide that vesting or exercisability of Company Stock Options held by any individual shall occur if, within two years after the Effective Time, such individual’s employment or service with the Surviving Corporation is terminated by the Surviving Corporation other than for cause or such individual resigns for good reason (as defined below). At the Effective Time, by virtue of the Merger and without any further action on the part of the Company or the holder thereof, each Company Stock Option will be automatically converted into an option (the “DIMON Stock Option”) to purchase the Merger Consideration at a price equal to the exercise price specified in such Company Stock Option as adjusted for the Merger. Such DIMON Stock Option shall otherwise be subject to the same terms and conditions as such Company Stock Option. At the Effective Time, (i) all references to the Company in the Company Stock Plans, the applicable stock option or other awards agreements issued thereunder and in any other Company Stock Options shall be deemed to refer to DIMON; and (ii) DIMON shall assume the Company Stock Plans and all of the Company’s obligations with respect to the Company Stock Options.
Company Stock Options. (a) At the Effective Time, each option to purchase Company Shares (each, a "Company Option") outstanding under any stock option or compensation plan or arrangement of the Company, whether or not vested, shall be canceled and in consideration of such cancellation, the Surviving Corporation shall pay to each holder of a canceled Company Option, as soon as practicable following the Effective Time, an amount per Company Share subject to such canceled Company Option equal to the greater of (i) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Company Share subject to such canceled Company Option and (ii) $1.00.
Company Stock Options. Effective as of immediately prior to the Effective Time, each then-outstanding and unexercised Company Stock Option, to the extent then vested (including Company Stock Options that vest in connection with the Merger or such holder’s termination from the Company in connection with the Merger) or otherwise designated by Parent, shall automatically be canceled and converted into the right to receive from the Surviving Corporation an amount of cash equal to the product of (i) the total number of shares of Company Stock then underlying such Company Stock Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Stock Option, without any interest thereon and subject to all applicable withholding. Each Company Stock Option that is unvested and outstanding immediately prior to the Effective Time and which has not been designated for cancellation and a cash out as described above shall be assumed by Parent (an “Assumed Option”) on the same terms and conditions (including applicable vesting requirements) as applied to each such Assumed Option immediately prior to the Effective Time, except that (x) the number of shares of Parent Common Stock subject to the Assumed Option shall equal the product of the number of shares of Company Stock subject to the Company Stock Option, multiplied by the Exchange Ratio, with the result rounded down to the nearest whole number and (y) the per share exercise price of such Assumed Option will be equal to the quotient determined by dividing the exercise price per share at which such Assumed Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, with the result rounded up to the nearest whole cent. Assumed Options will remain subject to the terms of the applicable Company Equity Plans and stock option agreements, except as necessary to effectuate the transactions contemplated in this Agreement. In the event that the exercise price of any Company Stock Option is equal to or greater than the Merger Consideration, such Company Stock Option shall be canceled, without any consideration being payable in respect thereof, and have no further force or effect.
Company Stock Options. Section 2.6
Company Stock Options. Section 2.10(a)........................................9 Company......................................Preamble...............................................1
Company Stock Options. (a) As of the Closing, all outstanding options and other rights to acquire shares under the Company's 1993 Long-Term Stock Incentive Plan and the Company's Global Employee Stock Purchase Plan (each, as amended, an "Option Plan," together, the "Option Plans" and such options and other rights, "Stock Options") whether or not such Stock Options are then exercisable or vested, shall vest in full, and as soon as practicable after the Closing Date, but in any event within 5 Business Days thereafter, Purchaser shall pay to the holder of each outstanding Stock Option an amount in cash equal to the difference between the Share Offer Price and the exercise price per share of each such Stock Option, less applicable withholding taxes; except in the case of certain Italian and German executives identified by the Company in writing to Purchaser prior to the date hereof with respect to whom arrangements shall be made (subject to applicable law) as described on Schedule 1.2 attached hereto. If and to the extent required by the terms of the Option Plans or the terms of any Stock Option granted thereunder, the Company shall use its best efforts to obtain the consent of each holder of outstanding Stock Options to the foregoing treatment of such Stock Options and to take any other action necessary to effectuate the foregoing provisions. (b) Except as provided in Section 1.2(a), the Option Plans shall terminate as of the Closing Date and any rights under any provisions in any other plan, program or arrangement (other than the option agreement (the "Option Agreement") dated as of November 15, 1993 between the Shareholder (or Purchaser as assignee of the Option Agreement) and the Company giving the Shareholder (or Purchaser as assignee of the Option Agreement) an option, subject to the fulfillment of certain conditions, to purchase all of the Priority Shares) providing for the issuance or grant by the Company of any interest in respect of the capital stock of the Company shall be canceled as of the Closing Date. (c) The Company hereby consents and agrees to the assignment and transfer by the Shareholder to Purchaser, at the Closing, of all rights and obligations of the Shareholder under the Option Agreement. Notwithstanding the provisions of Section 9 of the Option Agreement, the Company acknowledges and agrees that the Option Agreement shall remain in full force and effect and be unaffected by the transactions contemplated by this Agreement and the Shareholders Agreement. Secti...
Company Stock Options. At the Effective Time, each outstanding option to purchase shares of Common Stock under the Company Stock Plan (a “Company Stock Option”) whether vested or unvested immediately prior to the Effective Time, shall, automatically and without any required action on the part of the holder thereof, be cancelled and terminated. Without limiting the foregoing: each Company Stock Option with a per share exercise price that is less than the Merger Consideration shall be converted into only the right to receive an amount in cash equal to the product of (i) the positive difference, if any, of the Merger Consideration minus the exercise price per share of such Company Stock Option, multiplied by (ii) the number of shares of Common Stock issuable upon the exercise of such Company Stock Option as of immediately prior to the Effective Time, which amount shall be payable as soon as reasonably practicable following the Effective Time and in no event later than five (5) Business Days after the Effective Time; and (b) each Company Stock Option with an exercise price per share that is equal to or greater than the Merger Consideration shall be cancelled and terminated without any cash or other payment being made in respect thereof.
