Assumed Options Clause Samples

Assumed Options. 2.3(a)(ii) Audit........................................................................................3.10(b) Average Premium...............................................................................6.6(b)

Assumed Options. 1 Bank..................................................................14

Assumed Options. At the Closing, the Litronic 1998 Stock Option Plan --------------- (the "1998 Plan") and each of the Litronic Options (whether or not then exercisable or vested) issued thereunder will be assumed by Parent and, by virtue of the closing of the Reorganization and without any further action on the part of any holder, each of the Litronic Options shall be converted into an option (collectively, the "Assumed Options") to purchase that number of shares of Parent Common Stock determined by multiplying the number of Litronic Shares subject to the Litronic Option at the Closing by the Exchange Ratio, at an exercise price per share of Parent Common Stock equal to the exercise price per share of the Litronic Option immediately prior to the Closing divided by the Exchange Ratio and rounded up to the nearest whole cent. If the foregoing calculation results in an Assumed Option being exercisable for a fraction of a share of Parent Common Stock, then the number of shares of Parent Common Stock subject to that option will be rounded to the nearest whole number of shares (rounded down, in the case of Litronic Options that are "incentive stock options" under Section 422 of the Code). Parent shall issue, upon any partial or total exercise of Assumed Options in lieu of Litronic Shares the number of shares of Parent Common Stock to which the holder of the Assumed Option is entitled. Parent shall not grant any further options under the 1998 Plan, which shall terminate except with respect to the administration of the Assumed Options. Parent will reserve a sufficient number of shares of Parent Common Stock for issuance upon exercise of the Assumed Options. If any adjustment to the Pre-IPO Valuation is made pursuant to Section 2.2 after the Closing, Parent and the Litronic Stockholders agree that the number of shares of Parent Common Stock for which the Assumed Options shall be exercisable, and the per share exercise price with respect thereto as determined in accordance with the foregoing provisions, shall also be proportionately adjusted.

Assumed Options. (ii) promptly after the Effective Time issue to each holder of an Assumed Option a document evidencing the assumption by Nu Skin of the Company's obligations with respect thereto under this Section 2.14 and (iii) from and after the Effective Time, upon exercise of these options in accordance with the terms thereof, make available for issuance all shares of Class A Common Stock covered thereby.

Assumed Options. As set forth in Section 1.6(d) of this Agreement, at the Effective Time, all Target Options issued pursuant to (a) those certain stock option agreements as set forth on SECTION 1.6(d) of the Target Disclosure Schedule and (b) the Target's 1997 Nonstatutory Stock Option Plan shall be assumed by Acquiror. All Target Options that are not Assumed Options shall terminate at the Effective Time, in accordance with the terms of the stock option plans pursuant to which such options were issued. Target has the obligation to and will use its best efforts to provide each holder of Target Options that are not Assumed Options, with a written notice of termination of the applicable stock option plan, which includes a description of the accelerated vesting schedule and the exercise rights, within the time and in the manner set forth in such stock option plans. Target shall provide Acquiror a copy of all such notices. Within 20 business days after the Effective Time, Acquiror will issue to each person who, immediately prior to the Effective Time was a holder of an outstanding option under the Target Stock Option Plans a document in form and substance reasonably satisfactory to Target evidencing the foregoing assumption of such option by Acquiror. Target represents and warrants to Acquiror that SECTION 5.10 of the Target Disclosure Schedule sets forth a true and complete list as of the date hereof of all holders of outstanding options pursuant to (i) those certain stock option agreements as set forth on SECTION 1.6(d) of the Target Disclosure Schedule and (ii) the Target Stock Option Plans, including the number of shares of Target Common Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such option. At the Effective Time, Target shall deliver to Acquiror an updated SECTION 5.10 of the Target Disclosure Schedule current as of such date.

Assumed Options. Section 4.18,....................... 48 business day..................................................................... Section 7.8(c),..................... 60 capital stock.................................................................... Section 7.8(d),..................... 60 Certificates..................................................................... Section 1.9(b),..................... 3

Assumed Options. As soon as practicable after the Effective Time, Parent will issue to each person who, immediately prior to the Effective Time was a holder of a Company Option covering Other Option Shares a written document evidencing the foregoing Assumed Option. Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Assumed Options pursuant to the terms set forth in this Section 2.04.

Assumed Options. 41 5.11 Letter of Acquiror's and Target's Accountants.........................................42 5.12 Form S-8..............................................................................42 5.13 Listing of Additional Shares..........................................................42 5.14 Fairness Opinion......................................................................42 5.15 Determination Letter..................................................................43 5.16

Assumed Options. 44 5.13 Letter of Autobytel's and Autoweb's Accountants...................................... 44 (a) Autobytel................................................................... 44 (b) Autoweb..................................................................... 45 5.14 Form S-8............................................................................. 45