If a change of control results in a merger pursuant to which shareholders receive securities of acquirer, the stock options will be converted into securities of the acquirer.
A change of control is defined as the acquisition by any person or group acting in concern of 50% of the outstanding Shares of the Company; the removal by resolution of shareholders of more than 51% of the then incumbent directors of the Company; the election of a majority of directors to the Board who were not nominees of the Company’s Board immediate preceding such election; consummation of a sale of all or substantially all of the assets of the Company; or the consummation of a reorganization, merger or other transaction which has substantially the same effect.
On June 26, 2015, Company and Mr. Hajdu entered into an amendment agreement stating that if the change of control results in a buyout, on the closing of the buyout, Mr. Hajdu will receive a cash bonus equal to 0.8% of the transaction value of the buyout. A “buyout” means (i) the acquisition by any person acting in concert which totals for the first time 66.67% of the outstanding common Shares of the Company; or (ii) the consummation of a sale of all or
substantially all of the assets of the Company, or (iii) the consummation of a reorganization, merger or other transaction which has substantially the same effect.
LINK : www.sironabiochem.com/wp-content/uploads/...nfo-Circ-Final.pdf
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