Stock Option Matters Clause Samples

Stock Option Matters. (a) Parent will make available, under a presently effective Form S-8 registration statement or such additional effective registration statements as it may file with the Securities and Exchange Commission in the future, a sufficient number of shares of Parent Common Stock issuable upon exercise of the Substituted Parent Options, and will use commercially reasonable efforts to maintain the effectiveness of such registration statement or registration statements for so long as shares of Parent Common Stock are issuable pursuant to Substituted Parent Options. Parent will give holders of Substituted Parent Options notice of their new awards within 15 business days after the Effective Time. (b) Prior to the Effective Time, the Company (including through its board of directors or a duly authorized committee thereof) will use commercially reasonable efforts to effect the treatment of Company Stock Options as set forth in this Agreement, including obtaining any necessary written consents from Option Holders pursuant to a form prepared by the Company and reviewed by Parent with respect to the treatment of Company Stock Options as set forth in this Agreement, to (i) allow for conversion to cash of each Vested In the Money Company Stock Option as provided in Section 1.7.1(c)(i); (ii) allow for substitution of Unvested In the Money Company Stock Options held by Continuing Employees as provided in Section 1.7.1(c)(iii); and (iii) cancel, at the Effective Time, all Company Stock Options that are not, as of the Effective Time, In the Money Company Stock Options and all Unvested In the Money Company Stock Options held by Persons other than Continuing Employees. (c) Prior to the Effective Time, the Company will give notice to each holder of Company Stock Options describing the treatment of such Company Stock Options in the Merger.

Stock Option Matters. Except as expressly otherwise approved by the Comp Committee, all options issued to employees pursuant to the Company’s 2011 Equity Incentive Plan (the “Plan”) shall be granted with four-year vesting, with 25% of the options vesting on the first anniversary of the vesting start date and the remainder vesting in equal monthly installments thereafter until fully vested. Except with the approval of the Comp Committee (as defined below), no stock options or other equity awards granted under the Plan after the effective date of this Agreement shall contain more than one year of accelerated vesting in the event of (i) a Deemed Liquidation Event and (ii) the employee in question is terminated within twelve months thereafter.

Stock Option Matters. The Company shall, within thirty (30) days of the Closing Date, adopt such amendments to the Company's stock option plans and the Company's By-laws (the "Stock Option Plan and By-law Amendments") to provide that, unless approved by the holders of a majority of the shares present and entitled to vote at a duly convened meeting of shareholders, the Company shall not grant any stock options with an exercise price that is less than 100% of the fair market value of the underlying stock on the date of grant or reduce the exercise price of any stock option granted under any existing or future stock option plan. This By-law may not be amended or repealed without the affirmative vote of the holders of a majority of the shares present and entitled to vote at a duly convened meeting of shareholders. Upon the adoption of the Stock Option Plan and By-law Amendments, the Company shall promptly furnish a copy of such amendments to the Subscribers.

Stock Option Matters. The Company shall, within thirty (30) days of the Closing Date, adopt such amendments to the Company Plans and the Company's By-laws to provide that: (a) the exercise price of any and all option grants made under the Company Plans, or pursuant to other arrangements or agreements, shall be equal to, or in excess of, the fair market value of the Company's common stock on the date of grant; and (b) the Company shall not, without the prior written consent of its stockholders, adopt any plan providing for decreases in the exercise price of stock option grants made under the Company Plans, or pursuant to other arrangements or agreements.

Stock Option Matters. As soon as practicable following the Effective Time, the Compensation Committee of the Board of Directors of ARC shall consider in good faith whether and to what extent it would be appropriate or desirable to reprice or otherwise modify stock options received by holders of AmDoc Shares pursuant to Section 2.8 hereof or grant to such persons additional stock options.

Stock Option Matters. The Company shall, within thirty (30) days of the Closing Date, adopt such amendments to the Company's stock option plans, restricted stock plans, stock purchase plans and its Bylaws to provide (i) that, unless approved by the holders of a majority of the voting stock (voting together as a single class), the Company shall not grant any stock options with an exercise price of less than 100% of the fair market value of the underlying stock on the date of grant, (ii) that these amendments may not be further amended or repealed without the affirmative vote of the holders of a majority of the voting stock of the Company (voting together as a single class) and (iii) that, unless approved by the holders of a majority of the voting stock (voting together as a single class), the Company will not amend, waive or repeal Sections 8.8 and 8.9 of its Bylaws. The Company shall provide to each of the Purchasers such documents or instruments used to effect the foregoing provisions of this Section 6.6 promptly upon such amendments being brought into force.

Stock Option Matters. The Company shall, within thirty (30) days of the Closing Date, adopt such amendments to the Company's existing stock option plans and the Company's By-laws to provide that, unless approved by the holders of a majority of the shares present and entitled to vote at a duly convened meeting of stockholders, the company shall not grant any stock options with an exercise price that is less than 100% of the fair market value of the underlying stock on the date of grant or reduce the exercise price of any stock option granted under any existing or future stock option plan. This By-law may not be amended or repealed without the affirmative vote of the holders of a majority of the shares present and entitled to vote at a duly convened meeting of stockholders.

Stock Option Matters. 9 ARTICLE IV

Stock Option Matters. (a) At the Effective Time, Tilray shall assume the Privateer Plan. (b) At the Effective Time, each Privateer Class 1 Option (x) that is not a Terminating Privateer Option and (y) that is outstanding and unexercised immediately prior to the Effective Time under the Privateer Plan, whether or not vested, shall be (i) converted into and become an option to purchase Tilray Class 2 Common Stock (the “Class 1 Tilray Options”), and Tilray shall assume each such Privateer Class 1 Option in accordance with the terms of the Privateer Plan (as in effect as of the date of this Agreement) and the terms of the stock option agreement by which such Privateer Class 1 Option is evidenced; or (ii) cancelled and, pursuant to Section 1.5(d), converted into a right to receive a portion of the Cash Merger Consideration, if applicable, as calculated in accordance with the Cash-Out Options Allocation and as set forth on the Allocation Certificate. All rights with respect to Privateer Class 1 Common Stock under such Privateer Class 1 Options assumed by Tilray shall thereupon be converted into rights with respect to Tilray Class 2 Common Stock. Accordingly, from and after the Effective Time: (i) each such Privateer Class 1 Option assumed by Tilray may be exercised solely for shares of Tilray Class 2 Common Stock; (ii) the number of shares of Tilray Class 2 Common Stock subject to each such Privateer Class 1 Option assumed by Tilray shall be determined by multiplying (A) the number of shares of Privateer Class 1 Common Stock that were subject to such Privateer Option, as in effect immediately prior to the Effective Time, by (B) the Option Exchange Ratio, rounding the resulting number down to the nearest whole number of shares of Tilray Class 2 Common Stock; (iii) the per share exercise price for the Tilray Class 2 Common Stock issuable upon exercise of each such Privateer Class 1 Option assumed by Tilray shall be determined by dividing (A) the per share exercise price of Privateer Class 1 Common Stock subject to such Privateer Class 1 Option, as in effect immediately prior to the Effective Time, by (B) the Option Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on the exercise of any Privateer Class 1 Option assumed by Tilray shall continue in full force and effect and the term, exercisability, and vesting schedule of such Privateer Class 1 Option shall otherwise remain unchanged. Notwithstanding anything to the contrary ...