Assumption of Stock Options. At the Effective Time, each outstanding Occam Option that is then outstanding, whether or not exercisable at the Effective Time and regardless of the respective exercise prices thereof, will be assumed by ANI. Each Occam Option so assumed by ANI under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in the Occam Stock Option Plan (and any applicable stock option agreement for such Occam Option) immediately prior to the Effective Time (including any repurchase rights or vesting provisions), except that (i) each Occam Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of ANI Common Stock equal to the product of the number of shares of Occam Common Stock that were issuable upon exercise of such Occam Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of ANI Common Stock and (ii) the per share exercise price for the shares of ANI Common Stock issuable upon exercise of such assumed Occam Option will be equal to the quotient determined by dividing the exercise price per share of Occam Common Stock at which such Occam Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent. As soon as reasonably practicable, ANI will issue to each person who holds an assumed Occam Option a document evidencing the foregoing assumption of such Occam Option by ANI.
Appears in 2 contracts
Sources: Merger Agreement (Occam Networks Inc), Merger Agreement (Accelerated Networks Inc)
Assumption of Stock Options. At the Effective Time, each then outstanding Occam Option that is then outstandingCompany Stock Option, whether or not exercisable at the Effective Time and regardless of the respective exercise prices thereof, will be assumed by ANIParent. Each Occam Company Stock Option so assumed by ANI Parent under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in the Occam applicable Company Stock Option Plan (and any applicable stock option agreement for relating to such Occam Company Stock Option) immediately prior to the Effective Time (including any repurchase rights or vesting provisions), except that (i) each Occam Company Stock Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of ANI Parent Common Stock equal to the product of the number of shares of Occam Company Common Stock that were issuable upon exercise of such Occam Company Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, as adjusted, rounded down to the nearest whole number of shares of ANI Parent Common Stock and (ii) the per share exercise price for the shares of ANI Parent Common Stock issuable upon exercise of such assumed Occam Company Stock Option will be equal to the quotient determined by dividing the exercise price per share of Occam Company Common Stock at which such Occam Company Stock Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, as adjusted, rounded up to the nearest whole cent. As soon Each assumed Company Stock Option shall be vested immediately following the Effective Time as reasonably practicable, ANI will issue to each person who holds an assumed Occam Option a document evidencing the foregoing assumption same percentage of such Occam Option by ANIthe total number of shares subject thereto as it was vested immediately prior to the Effective Time.
Appears in 2 contracts
Sources: Merger Agreement (Wave Wireless Corp), Merger Agreement (Waverider Communications Inc)
Assumption of Stock Options. At the Effective Time, each Unvested Company Option outstanding Occam Option that is then outstanding, whether or not exercisable at immediately prior to the Effective Time and Time, regardless of the respective exercise prices thereof, will be assumed by ANIParent. Each Occam Company Option so assumed by ANI Parent under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in the Occam Stock applicable Company Option Plan (and including any applicable stock option agreement for or other document evidencing such Occam Company Option) in effect immediately prior to the Effective Time (including any repurchase rights or vesting provisions), except that (i) each Occam Unvested Company Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of ANI common stock of Parent (“Parent Common Stock Stock”) equal to the product of the number of shares of Occam Common Stock Company Class E Shares that were issuable upon exercise of such Occam Company Option immediately prior to the Effective Time multiplied by the Option Exchange Ratio, rounded down to the nearest whole number of shares of ANI Parent Common Stock and (ii) the per share exercise price for the shares of ANI Parent Common Stock issuable upon exercise of such assumed Occam Company Option will be equal to the quotient determined by dividing the exercise price per share of Occam Common Stock Company Class E Share at which such Occam Company Option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio, rounded up to the nearest whole cent. As soon as reasonably practicable, ANI will issue to each person who holds an assumed Occam Option a document evidencing the foregoing assumption of such Occam Option by ANI.,
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