Seller Options. (a) At the Effective Time, all rights with respect to Seller Common Stock pursuant to stock options granted by Seller (the “Seller Options”), which are outstanding and not cancelled at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to Buyer Common Stock, and Buyer shall assume each Seller Option in accordance with the terms of the applicable Seller option plan and the stock option agreement by which it is evidenced (the “Converted Options”); provided, however, that each holder of Seller Options may agree to cancel, immediately prior to the Effective Time, any Seller Options held by such Person as of the date hereof, in exchange for a cash payment at Closing equal to the product obtained by multiplying (1) the number of shares of Seller Common Stock underlying such Person’s Seller Options, by (2) the Cash Consideration less the exercise price per share under such Seller Options, by entering into an Option Cash-Out Agreement in the form of Exhibit D prior to the Effective Time. From and after the Effective Time, (i) each Seller Option assumed by Buyer may be exercised solely for shares of Buyer Common Stock, (ii) the number of shares of Buyer Common Stock subject to each Seller Option shall be equal to the product of the number of shares of Seller Common Stock subject to such Seller Option immediately prior to the Effective Time multiplied by the Exchange Ratio, provided, that any fractional shares of Buyer Common Stock subject to the Converted Options shall be exchanged for cash (without interest) in an amount equal to such fractional part of a share of Buyer Common Stock multiplied by Final Buyer Stock Price less the exercise price of such Converted Option, and (iii) the per share exercise price under each such Seller Option shall be adjusted by dividing the per share exercise price under each such Seller Option by the Exchange Ratio and rounding down to the nearest cent.
Seller Options. Section 3.3 of the Seller Disclosure Schedule sets forth, as of the date hereof, a list of all outstanding Seller Options held by Business Employees and, in the case of each such Seller Option held by a Business Employee, the name of the Business Employee, the date of grant, the per share exercise price, the vesting schedule (including any accelerated vesting provisions), the vested status (including the number of vested and unvested Seller Shares subject to such Seller Option), and the expiration date. Each Seller Option held by a Business Employee was granted as nonqualified under Section 422 of the Code.
Seller Options. As a further material inducement to Seller to enter into this Agreement and notwithstanding anything to the contrary in any other agreement or arrangement between Seller and the Company prior to the date of this Agreement, the Company agrees to allow Seller to exercise the Seller Options in one or more transactions at any time following the Closing but prior to the date that one month following the Closing. For the avoidance of doubt and without limiting the generality of the foregoing, during such period Seller shall not be restricted or prevented from exercising the Seller Options by any trading blackout window imposed by the Company (under its ixxxxxx xxxxxxx policy or otherwise). Any securities received by Seller as a result of her due exercise of the Seller Options shall be considered Remaining Shares for the purposes of this Agreement.
Seller Options. (a) Immediately prior to the Effective Time, all rights with respect to Seller Common Stock pursuant to stock options granted by Seller (the “Seller Options”) shall be cancelled in exchange for a cash payment at Closing equal to the product obtained by multiplying (1) the number of shares of Seller Common Stock underlying such Person’s Seller Options by (2) the Per Share Purchase Price less the exercise price per share of such Seller Options, by entering into a Stock Option Cash-Out Agreement in the form of Exhibit B. In the event that the product obtained by the prior sentence is zero or a negative number, then the Seller Options will be cancelled for no consideration. For illustration purposes, if the Final Buyer Stock Price is $17.25 and the option holder has 1,000 options with an exercise price of $10.00 per share, the cash payment shall equal $12,550, which is 1,000 multiplied by (8.85 + 13.70) - 10.00. The $13.70 is calculated by multiplying the Exchange Ratio (0.794) by the Final Buyer Stock Price ($17.25). All unvested Seller Options will be accelerated immediately prior to cancellation in exchange for the cash payment at Closing.
Seller Options. (a) At the Effective Time, all rights with respect to Seller Common Stock pursuant to stock options or warrants granted by Seller (the “Seller Options”) which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights to receive, with respect to each share of Seller Common Stock purchasable thereunder, an amount in cash (the “Option Spread”) equal to (i) $35.00, minus (ii) the exercise price per share of Seller Common Stock applicable to such Seller Option.
Seller Options. (a) At the Effective Time, each outstanding option (each, a “Seller Option”) to acquire a share of Seller Common Stock granted pursuant to Seller’s 1999 Stock Incentive Plan then outstanding shall be cancelled and shall entitle the holder of each Seller Option to receive from Buyer, an amount of cash (without interest) equal to the excess, if any, of the amount of the Per Share Purchase Price over the exercise price per share of Seller Common Stock under such Seller Option (with the aggregate amount of such payment rounded down to the nearest cent) less applicable Taxes, if any, required to be withheld with respect to such payment. No consideration shall be paid with respect to any Seller Option, the exercise price of which exceeds the Per Share Purchase Price.
Seller Options. 2.3(b) Seller Partner Approval...........................................2.5(a) Seller Partnership.............................................
Seller Options. As of the Effective Time, by virtue of the Merger and without any action on the part of the holders of any Seller Options, each Seller Option, whether vested or unvested, that is outstanding and unexercised immediately before the Effective Time will cease, at the Effective Time, to represent a right to acquire shares of Seller Common Stock and will be converted at the Effective Time, without any action on the part of the holder of such Seller Option, into an option to purchase Buyer Common Stock (a “Converted Stock Option”), on the same terms and conditions as were applicable under such Seller Option (but subject to and taking into account any required acceleration of vesting of such Seller Option pursuant to the terms of the applicable Seller Stock Plan as in effect on the date hereof without any further action by Seller). The number of shares of Buyer Common Stock subject to each such Converted Stock Option will be equal to the number of shares of Seller Common Stock subject to the applicable Seller Option multiplied by the Exchange Ratio, and such Converted Stock Option will have an exercise price per share (rounded up to the nearest cent) equal to the per share exercise price specified in the applicable Seller Option divided by the Exchange Ratio, consistent with the requirements of Section 424(a) of the Code or Treasury Regulations Section 1.409A-1(b)(5)(v)(D), as applicable.
Seller Options. At the Effective Time, each outstanding option to purchase shares of Seller Common Stock, whether through the issuance of shares of Seller Common Stock or otherwise, granted under a Seller Equity Compensation Plan (each, a “Seller Option”), shall be cancelled and the Buyer shall pay each holder thereof at or promptly after the Effective Time (but in no event later than seven business days after the Effective Time) for each such Seller Option cancelled an amount in cash (without interest) determined by multiplying (i) the excess, if any, of the Cash Consideration over the applicable exercise price of such Seller Option by (ii) the number of shares of Seller Common Stock subject thereto immediately prior to the Effective Time. In connection therewith, at least sixty (60) business days prior to the Closing Date, the Seller shall provide written notice to each holder of a then outstanding Seller Option (whether or not such Seller Option is then vested or exercisable), that (A) such Seller Option shall be, as at the date of such notice, exercisable in full, (B) such Seller Option shall terminate at the Effective Time and (C) if such Seller Option is not exercised prior to the Effective Time, such Seller Option shall be treated as set forth in the immediately preceding sentence.
Seller Options. Seller may determine in its sole and absolute discretion, to accept or reject any offer. All offers become the property of Seller, and rejected offers will not be returned to Buyer. Buyer agrees that the submission of this offer to Seller and Seller’s receipt of same shall not create or cause to arise in favor of Buyer any claim to, or interest in, the Property. The Buyer agrees Seller’s acceptance of this offer may be evidenced solely by Seller’s endorsement hereon of Seller’s acceptance of this offer pursuant to Seller’s procedures therefore.
