Exercise of Company Options Clause Samples

Exercise of Company Options. The Company shall use best efforts to prevent the exercise of Vested Company Options and Unvested Company Options during the period which begins on the notice date for any meeting of Shareholders of the Company to consider approval of the Merger and ends on the Closing Date.

Exercise of Company Options. Each of the Stockholders hereby irrevocably elects to exercise its Company Options, if any, conditioned solely upon the occurrence of the Acceptance Time and the Wire Initiation, as defined herein, in a cashless exercise (without shares of Common Stock being sold into the public market in connection therewith) such that the Stockholder will be entitled to receive immediately after the Wire Initiation in full satisfaction of the Company’s obligations with respect to such Stockholder’s Company Options the number of shares of Common Stock equal to the aggregate number of shares of Common Stock underlying such Stockholder’s Company Options, less the number of shares of Common Stock (valued at the Offer Price per share for this purpose) withheld by the Company (a) in payment of the exercise price of such exercised Company Options, and (b) in order to satisfy all required withholding taxes due on account of the exercise of such Company Options, as applicable (the net shares so delivered, the “Net Shares”). The Company covenants that it shall issue, or cause to be issued, duly and validly executed physical stock certificates representing the Net Shares in the name of such Stockholder immediately after the Wire Initiation in full satisfaction of the Company’s obligations under such Stockholder’s Company Options.

Exercise of Company Options. Parent shall have received evidence reasonably satisfactory to Parent that each of the persons set forth in Schedule 1-A has, concurrent with and contingent upon the Closing, exercised all of such person’s outstanding Company Options and is a holder of Company Common Stock, which evidence shall be (i) copies of the option exercise instruments required pursuant to the 2004 Stock Plan and 2014 Stock Plan, as applicable, for the exercises of such Company Options and (ii) one or more stock certificates issued in the name of such person evidencing the issuance of such Company Common Stock. Each of the persons set forth in Schedule 1-A shall have entered into the Agreement and General Release (Stockholders) in the form attached hereto as Exhibit H and each such Agreement and General Release shall be in full force and effect at and as of the Effective Time.

Exercise of Company Options. Each Company Optionholder hereby exercises his Company Option or Company Options in full, such exercise to become effective as of the Closing. The Company hereby (i) agrees to issue the Shares to be issued upon such exercise at the Closing, (ii) agrees that payment of the exercise price under such Company Option or Company Options shall be made at the Closing, as provided in Section 1.4(a), and (ii) waives any rights it may have under the Stock Option Plan or such Company Option or Company Options with respect, and hereby consents, to the sale by such Company Optionholder of his Purchase Shares pursuant to this 8 10 Agreement. Each Company Optionholder agrees that the consummation of the transactions contemplated hereby with respect to his Company Options constitutes full and complete satisfaction of his rights under the Stock Option Plan or such Company Options.

Exercise of Company Options. (i) At the Effective Time, each of the then outstanding Company Options (as defined in Section 2.3) for which the holder thereof has given proper notice as provided in the next paragraph will, by virtue of the Merger and at the Effective Time, and without any further action on the part of any holder thereof, be deemed to be exercised for Common Stock according to their terms with the right to receive Merger Consideration on the same basis as Common Shares. (ii) To be considered exercised on or before the Effective Time, the holder of a Company Option must execute all required notices of exercise (which may be conditioned on the closing of the Merger) and other instruments required by the Company and deliver the same to the Company. As a condition to the exercise of a Company Option, the holder of such option shall agree that Parent shall reduce the amount of Merger Consideration payable to such holder as described in this Section. Any such option shall be deemed to be conditionally exercised effective immediately prior to the closing. For a holder who properly elects to conditionally exercise Company Options, the Company and Parent agree that Parent will reduce the amount of Merger Consideration otherwise payable to such holder by an amount equal to the aggregate amount of the applicable exercise price of the options so exercised together with any amounts that the Company is obligated to withhold pursuant to applicable state and federal withholding requirements (the "OPTION EXERCISE PAYMENT"), and pay to the Company the Option Exercise Payment. For purposes of the foregoing conditional exercise, any such amount of Merger Consideration withheld from the exercising option holder pursuant to this Section will be deemed to be paid by the holder to the Company. (iii) All Company Options not exercised prior to the Effective Time will be cancelled at and as of the Effective Time.