Conversion of Company Options Sample Clauses
The Conversion of Company Options clause outlines how existing options to purchase company shares are treated in the event of a significant transaction, such as a merger or acquisition. Typically, this clause specifies whether outstanding options will be converted into options to acquire shares of the acquiring company, cashed out, or otherwise adjusted according to the terms of the deal. Its core practical function is to ensure that option holders are treated fairly and consistently during corporate changes, providing clarity and predictability for both the company and its employees or stakeholders.
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Conversion of Company Options. (a) At the Effective Time, each outstanding Company Option, whether or not exercisable, shall be converted into and become rights with respect to Healtheon/WebMD Common Stock, and Healtheon/WebMD shall assume Company's obligations with respect to each Company Option and the related Company Stock Plan, in accordance with its terms, except that from and after the Effective Time, (i) Healtheon/WebMD and its compensation committee shall be substituted for Company and the committee of Company's Board of Directors (including, if applicable, the entire Board of Directors of Company) administering the Company Stock Plan, if any, under which such Company Option was granted or otherwise governed, (ii) each Company Option assumed by Healtheon/WebMD may be exercised solely for shares of Healtheon/WebMD Common Stock, (iii) the number of shares of Healtheon/WebMD Common Stock subject to such Company Option shall be equal to the number of whole shares (rounded to the nearest whole share) of Company Common Stock subject to such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio, (iv) the per share exercise price under each such Company Option shall be adjusted by dividing the per share exercise price under each such Company Option by the Exchange Ratio and rounding to the nearest whole cent, and (v) all references in the Company Stock Plans and the stock option certificates and agreements to Company (or its predecessors) shall be deemed to refer to Healtheon/WebMD. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.4(a), each Company Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Internal Revenue Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Option, within the meaning of Section 424(h) of the Internal Revenue Code.
(b) As soon as practicable after the Effective Time, Healtheon/WebMD shall deliver to the holders of Company Options appropriate documentation evidencing the foregoing assumption by Healtheon/WebMD of such Company Options and the related Company Stock Plan and the agreements evidencing such Company Options shall continue in effect on the same terms and conditions (subject to adjustments required by this Section 3.4 after giving effect to the Merger and the provisions set forth above). Healtheon/WebMD shall comply with the terms of the Company Stock Pla...
Conversion of Company Options. At the Effective Time of the Merger, each option granted by Company to purchase shares of Company Common Stock under Company's Comprehensive Management Incentive Plan, as amended, and the 1995 Non-Employee Director Stock Option Plan (the "Company Stock Option Plans") which is outstanding and unexercised immediately prior thereto (the "Company Stock Options") shall be converted automatically into an option to purchase shares of Wells Fargo Common Stock in an amount ▇▇▇ at an exercise price determined as provided below (and otherwise subject to the terms of the Company Stock Option Plan).
(i) The number of shares of Wells Fargo Common Stock to be subjec▇ ▇▇ the new option shall be the product of the number of shares of Company Common Stock subject to the original option and the Exchange Ratio, provided that any fractional shares of Wells Fargo Common Stock resulting ▇▇om such multiplication shall be rounded down to the nearest share; and
(ii) The exercise price per share of Wells Fargo Common Stock under t▇▇ ▇▇w option shall be equal to the exercise price per share of Company Common Stock under the original option divided by the Exchange Ratio, provided that such exercise price shall be rounded to the nearest cent. The adjustment provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Code.
Conversion of Company Options. In accordance with the terms of the Kaixin Auto Group 2018 Equity Incentive Plan and any related grant agreements thereunder, as in effect on the date of this Agreement, the Seller and the Company shall take such action as is reasonably necessary with respect to all share options to purchase Company Ordinary Shares (“Company Share Options”) granted under the Kaixin Auto Group 2018 Equity Incentive Plan and outstanding immediately prior to Closing so that, effective upon the Closing, all Company Share Options then outstanding and unexercised immediately prior to the Closing shall be cancelled and thereafter correspond to a certain number of Awards (as defined in the equity incentive plan of Purchaser to be adopted in accordance with Section 9.3(h) hereof), or, solely to the extent necessary to comply with Section 409A of the Code with respect to the replacement of vested Company Share Options held by US taxpayers, vested Purchaser Ordinary Shares having an aggregate fair market value equal to the spread value of the vested Company Share Options being cancelled, pursuant to the consents and related documentation to be solicited from the relevant holders of the Company Share Options pursuant to this Section 2.2. The parties hereby agree to undertake reasonable best efforts to solicit from all holders of such Company Share Options any consents and related documentation as needed in order to effect the foregoing. The parties acknowledge that the shares issued or issuable pursuant to this provision shall count against the total number of Purchaser Ordinary Shares issuable pursuant to Awards (as defined therein) issuable pursuant to the equity incentive plan of Purchaser to be adopted in accordance with Section 9.3(h) hereof.
Conversion of Company Options. Effective at the Effective Time, HNC will assume all outstanding options to purchase Company Common Stock (the "COMPANY OPTIONS"), and each of Company Options will automatically be converted into an option (an "HNC OPTION") to purchase that number of shares of HNC Common Stock which equals the number of shares of Company Common Stock subject to the Company Option immediately prior to the Effective Time multiplied by the Conversion Number (determined in accordance with Section 1.1.4 hereof), PROVIDED, HOWEVER, that if the foregoing calculation would result in an assumed and converted Company Option being converted into an HNC Option that, after aggregating all the shares of HNC Common Stock issuable upon the exercise of such HNC Option, would be exercisable for a fraction of a share of HNC Common Stock, then the number of shares of HNC Common Stock subject to such HNC Option will be rounded down to the nearest whole number of shares of HNC Common Stock. The exercise price per share of HNC Common Stock purchasable under each HNC Option will be equal to the exercise price per share of Company Common Stock under the corresponding Company Options divided by the Conversion Number, such exercise price being rounded up to the nearest cent. All of the other terms and conditions of each HNC Option will be the same in all material respects as the corresponding Company Option (including any right to repurchase shares issued upon exercise of Company Options, including the terms, exercisability, vesting schedules, status as an "incentive stock option" under Section 422 of the Code, if applicable, or as a nonqualified stock option), to the extent permitted by law and otherwise reasonably practicable (except as otherwise expressly provided in the terms of such Company Options); PROVIDED, HOWEVER, that, (a) the vesting of the "ONYX Accelerated Vesting Options" (as that term is defined in the Purchase Option Agreement, except that the number of shares subject to such options shall be 495,000 rather than 455,000, hereinafter referred to as the "NEW ACCELERATED VESTING OPTIONS") will become exercisable immediately before the Effective Time and (b) the vesting of no other Company Option or HNC Option will accelerate upon or by virtue of the Merger. All references to Company in the terms and conditions of such Company Option will thereafter be deemed to refer to HNC. All references to "Company" in the terms and conditions of such Company Option will thereafter be deemed to refe...
Conversion of Company Options. At the Effective Time, each Company Option shall no longer represent the right to purchase or receive Common Shares, but in lieu thereof shall represent the right to receive the following applicable consideration:
(i) Each 1998 Company Option (as defined below) that is outstanding and fully exercisable by its terms at the Effective Time (each an "Exercisable Option"), (A) shall be canceled at the Effective Time and (B) in consideration of such cancellation, Parent shall (or shall cause a Constituent Corporation to), at the Effective Time:
(1) as to the "Primary Shares" (as defined in the 1998 Company Option) that would be acquirable upon exercise of the Exercisable Option (each a "Primary Share" and collectively "Primary Shares"), pay to the holder of such Exercisable Option an amount in cash equal to (x) the difference (if positive) between $55.00 and the price per Primary Share specified in the 1998 Company Option pursuant to which the holder of such Exercisable Option may purchase the Primary Shares to which such Exercisable Option relates, multiplied by (y) the number of Primary Shares subject to such Exercisable Option, less (z) any withholding of Taxes as may be required by applicable Law, provided, however, that as to the 1998 Company Option granted to Gary ▇▇▇▇▇▇▇▇▇, ▇▇ amount shall be payable by or to Gary ▇▇▇▇▇▇▇▇▇ ▇▇ respect of any such Primary Share, and
(2) as to the "Restricted Shares" (as defined in the 1998 Company Option) that would be acquirable upon exercise of the Exercisable Option (each a "Restricted Option Share" and collectively "Restricted Option Shares"), pay to the Company, to be held on behalf of the person or entity that held the Exercisable Option immediately prior to the Effective Time (the "Exercisable Option Holder"), an amount (the "Restricted Option Shares Amount") equal to (x) the difference (if positive) between $55.00 and the price, if any, per Restricted Option Share specified in the 1998 Company Option pursuant to which the holder of such Exercisable Option may acquire the Restricted Option Shares to which such Exercisable Option relates, multiplied by (y) the number of Restricted Option Shares subject to such Exercisable Option, provided, however, that the Restricted Option Shares Amount shall be subject to the same terms and conditions as are applicable, immediately prior to the Effective Time, to such Restricted Option Shares under the 1998 Company Option, and the Restricted Option Shares Amount shall be held by t...
Conversion of Company Options. Each option to purchase one share of Company Stock shall be converted into the right to receive an option to purchase one (1) share of Parent Common Stock. As of the Effective Time, all options to purchase shares of Company Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of any such options to purchase shares of Company Stock shall cease to have any rights with respect thereto, except the right to receive options to purchase shares of Parent Common Stock, as described in the preceding sentence.
Conversion of Company Options. Each option for the purchase of Company Common Stock issued pursuant to the Company's 1999 Non-Qualified Stock Option Plan and outstanding immediately prior to the Effective Time (each a "Company Option") shall be converted into and thereafter represent one option for the purchase of Holding Common Stock issued pursuant to Holding's 2004 Non-Qualified Stock Option Plan (each a "Holding Option"), the material terms and conditions of which Holding Option shall be substantially identical in all material respects to those of such Company Option converted.
Conversion of Company Options. The Stockholders shall use their best efforts to obtain the consent of each holder of outstanding options to purchase shares of Company Common Stock (the "Company Options") that does not exercise such Company Options prior to the Closing Date to convert all of such Company Options, whether vested or unvested, into options under the Parent's Option Plan ("Parent Options"), to acquire the same number of shares
Conversion of Company Options. At the Effective Time, all options to purchase shares of Company Common Stock, whether or not vested, outstanding immediately prior to the Effective Time (collectively, the "Company Options"), shall be assumed by Parent and shall thereafter constitute options to purchase shares of Parent Common Stock, in accordance with the provisions of Section 6.8 hereof.
Conversion of Company Options. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, the Optionholders or any other Person, each Vested Company Option issued and outstanding immediately prior to the Effective Time shall be deemed to be exercised and converted into the right to receive the Option Cash Payment with respect to such Vested Company Option and a contingent right to receive a portion of any Deferred Payments (to the extent payable pursuant to Section 2.6(f)). As of the Effective Time, each Company Option, whether or not a Vested Company Option, shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Optionholder shall cease to have any rights with respect thereto, except as otherwise provided for herein.