Stock Options and Warrants Sample Clauses

Stock Options and Warrants. At the Effective Time of the Merger, each outstanding option to purchase Company Common Stock (each, a "Company Stock Option"), whether or not granted under the Company Option Plan, and all outstanding warrants to purchase Company Common Stock the outstanding whether or not vested, shall by virtue of the Merger be assumed by Parent. Each Company Stock Option and Warrant so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of Company Shares that were issuable upon exercise of such Company Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will be equal to the quotient determined by dividing the exercise price per Company Share at which such Company Stock Option and Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up to the nearest whole cent. Parent shall comply with the terms of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise ...

Stock Options and Warrants. (a) At the Effective Time, Parent and Target shall take all such action as may be necessary to cause each outstanding and unexpired and unexercised option to purchase Target Common Shares (a “Target Stock Option”) granted under Target’s 2005 Nonqualified Stock Option Plan, as amended (collectively, the “Target Stock Option Plan”) to be automatically converted at the Effective Time into options (the “Substituted Options”) to purchase a number of Parent Common Shares (rounded down to the nearest whole number of Parent Common Shares) equal to the product of (x) the aggregate number of Target Common Shares purchasable pursuant to such Target Stock Option immediately prior to the Effective Time multiplied by (y) the Exchange Ratio at a price per Parent Common Share equal to the exercise price per Target Common Share specified in the Target Stock Option divided by the Exchange Ratio (such price rounded up to the nearest whole cent). Such Substituted Option shall otherwise be subject to the same terms and conditions, including vesting and expiry date, as the Target Stock Option in respect of which it is issued. Parent will assume all obligations under the Target Stock Option Plan as at the Effective Time and from and after the Effective Time, and the Parent will comply with all of the terms and conditions of the Substituted Options, including the obligation to issue the Parent Common Shares contemplated thereby upon the exercise thereof. For purposes of vesting conditions, the date of grant of the Substituted Option shall be deemed to be the date on which the corresponding Target Stock Option was granted. Prior to the Effective Time, Target shall make all necessary amendments under the Target Stock Option Plan to provide that no further awards shall be made thereunder following the Closing. At and after the Effective Time, (i) all references in the Target Stock Option Plan and related stock option agreements to Target shall be deemed to refer to Parent and (ii) Parent shall assume all of Target’s obligations with respect to the Target Stock Options as so amended. Substitution of the Target Stock Options for the Substituted Options will occur in compliance with Code Section 409A so that the substitution avoids being treated as the grant of new stock options. (b) Target Stock Options held by independent directors of Target (as defined by applicable Law), who are not officers or directors of Parent on Closing, shall expire on the earlier of (i) the current expiry da...

Stock Options and Warrants. At the Effective Time, all Company Options (as defined in Section 2.3(b)) shall be assumed by Parent in accordance with Section 5.5, and all Company Warrants (as defined in Section 2.3(c)) shall be assumed by Parent in accordance with Section 5.7.

Stock Options and Warrants. At or immediately prior to the Effective Time, each outstanding stock option (an "Option") to purchase Shares granted under any stock option plan, compensation plan or arrangement of the Company or outstanding warrant (a "Warrant") to purchase Shares shall be canceled and the holder of each such Option or Warrant (whether or not then vested or exercisable) shall be paid by the Company promptly after the Effective Time for each such Option or Warrant an amount equal to the product of (a) the excess, if any, of the Merger Consideration over the applicable exercise price per Share and (b) the number of Shares such holder could have purchased (assuming full vesting and exercisability of such Option or Warrant) had such holder exercised such Option or Warrant in full immediately prior to the Effective Time.

Stock Options and Warrants. At the Effective Time, all options to purchase shares of FPI Common Stock then outstanding and all warrants to purchase shares of FPI Common Stock, in each case whether vested or unvested, shall be assumed by FPM or replaced with FPM options and warrants on substantially identical terms (each an “Assumed Option” or “Assumed Warrant” and together, each an “Assumed Option and Warrant”) in accordance with this Section 2.9.6, provided that options and warrants to purchase shares of FPI Common Stock will be exercisable into shares of FPM Common Stock based on the Exchange Ratio applicable thereto. Each Assumed Option and Warrant will continue to have, and be subject to, the same terms and conditions of such options and warrants immediately prior to the Effective Time (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Assumed Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of FPM Common Stock equal to the product of the number of shares of FPI Common Stock that were issuable upon exercise of such FPI option or warrant immediately prior to the Effective Time multiplied by the Exchange Ratio, and (ii) the per share exercise price for the shares of FPM Common Stock issuable upon exercise of each Assumed Option and Warrant will be equal to the quotient determined by dividing the exercise price per share of FPI Common Stock at which such FPI option or warrant was exercisable immediately prior to the Effective Time by the Exchange Ratio.

Stock Options and Warrants. (a) Prior to the Effective Time, the Board of Directors shall adopt such resolutions and take such other actions as are required to approve and effect the matters contemplated by this Section 3.2. The Company shall use its best efforts to obtain any necessary consents of the holders of Options and Warrants (each as defined below) to effect this Section 3.2. (b) The Company shall take all necessary steps to ensure that each option to acquire shares of capital stock of the Company (“Option”) that has been granted under the Company’s 1996 Stock Option Plan or the Company’s 2005 Equity Incentive Plan (collectively, the “Option Plans”), or otherwise, and is outstanding as of immediately prior to the Effective Time, and each warrant to purchase Capital Stock, that is outstanding as of immediately prior to the Effective Time (the “Warrants”), other than the ComVest Protective Warrant, will (i) become fully exercisable or “vested” as of immediately prior to the Effective Time, and (ii) at the Effective Time, automatically shall be cancelled and converted into the right to receive, upon compliance with the provisions noted below, a lump sum cash payment in an amount equal to the product of the following: (i) the excess, if any, of the Per Share Merger Consideration payable per share of Common Stock over the per share exercise price of each share of Common Stock subject to such Option or Warrant, multiplied by (ii) the number of shares of Capital Stock covered by such Option or Warrant, and in each case less applicable taxes required to be withheld pursuant to Section 3.2(f). (c) If, in accordance with Section 3.2(b)(i) above, the Per Share Merger Consideration payable per share of Common Stock is less than the per share exercise price of any Option or Warrant, then any such Option or Warrant shall automatically be cancelled without any consideration as of the Effective Time. (d) As of the Effective Time, each of the Option Plans and any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of securities or rights to acquire securities of the Company shall be terminated and cancelled (without any liability on the part of Parent or the Surviving Corporation other than as expressly set forth in this Section 3.2). (e) No party to this Agreement shall be liable to any holder of any Option or Warrant for any cash delivered to a public official pursuant to and in accordance with any abandoned property, escheat or similar L...

Stock Options and Warrants. If the Stockholder holds Stock Options and/or Warrants to acquire shares of Company Common Stock, he shall, if requested by the Company, consent to the cancellation and conversion of his Company Options and/or Warrants in accordance with the terms of the Merger Agreement and shall execute all appropriate documentation in connection with such cancellation and conversion.

Stock Options and Warrants. 4 1.7 Closing of the Company's Transfer Books................4 1.8 Exchange of Certificates...............................4

Stock Options and Warrants. As of the date of this Agreement, the Company has: (a) granted stock options with exercise prices ranging from $0.06 to $3.938 to purchase 19,172,539 shares of common stock, and (b) issued warrants with exercise prices ranging from $0.14 to $0.625 to purchase 32,830,369 shares of common stock.