Common use of Outstanding Stock Options Clause in Contracts

Outstanding Stock Options. Subject to the receipt of all necessary regulatory approvals, and the consent of the Offeror, acting reasonably, the Company may make such amendments to the Company’s stock option plan (the “Stock Option Plan”), if any, as may be necessary, and take all such other steps as may be necessary or desirable, to allow all Persons holding options pursuant to the Stock Option Plan to become holders of options to acquire Offeror Shares in connection with the assumption of the Stock Option Plan by the Offeror upon the completion of a Contemplated Transaction. The options to acquire Offeror Shares shall be on the same terms and conditions as the currently outstanding options to acquire Common Shares of the Company held by such persons, including with respect to vesting schedules, expiry dates and exercise prices, except that each option to acquire one Common Share of the Company shall become an option to acquire 0.6723 Offeror Share(s) and have an exercise price per Offeror Share equal to the exercise price per Common Share of that option immediately prior to the Expiry Time divided by 0.6723. The Company shall not accelerate or take any action to facilitate acceleration (other than in accordance with the vesting terms originally granted and other than pursuant to commitments in respect of options in respect of no more than 3,171,754 shares made prior to the date hereof) of the vesting of any outstanding options under the Stock Option Plan; provided, however, if the employment of any employee is terminated without cause within one year of the Expiry Time, the Offeror and/or the Company shall take such action as may be necessary to vest any unvested options granted under the Stock Option Plan to such employee and to permit the exercise of such options for a period of not less than 30 days following such termination. The Company may take action to facilitate the tender to the Offer of the Common Shares underlying vested stock options and, in particular, may allow the conditional exercise of any outstanding vested options.