Cancellation of Company Options. (a) The Board of Directors of Company has adopted resolutions to the effect that each outstanding Company Option held by each holder of a Company Option (each, an “Optionholder” and, collectively, the “Optionholders”) shall become exercisable in full. Not less than three Business Days prior to Closing, each Optionholder shall either exercise its Company Options by paying the cash exercise thereof or, as to any Company Options not so exercised, enter into an option surrender and cancellation agreement (the “Option Surrender Agreement”) pursuant to which such Optionholder shall agree (i) to cancel and exchange such Company Options for shares of Company Common Stock pursuant to Section 2.4(c) below and (ii) to sell, transfer and assign such shares of Company Common Stock to Purchaser at Closing in accordance with the terms and conditions of this Agreement.
(b) Section 2.4(b) of the Disclosure Schedule sets forth, as of the date hereof, the name of each Optionholder, the number of shares of Company Common Stock issuable upon the exercise of each Company Option held by such Optionholder, and the per share exercise price of each such Company Option. At least three Business Days prior to Closing, Sellers’ Representative shall deliver to Purchaser a revised Section 2.4(b) of the Disclosure Schedule identifying those Optionholders who, since the date of this Agreement, have exercised Company Options or have entered into an Option Surrender Agreement to cancel and exchange Company Options for shares of Company Common Stock pursuant to Section 2.4(c) hereof (such electing Optionholders are referred to herein as the “Exchange Optionholders” and the Company Options subject to such election are referred to herein as the “Exchanged Options”), together with executed copies of the Option Surrender Agreements.
(c) Not less than three Business Days prior to Closing, each Exchange Optionholder who has entered into an Option Surrender Agreement shall receive from Company, in cancellation and exchange for its Exchanged Options and in accordance with the terms and conditions of the Option Surrender Agreement, a number of shares of Company Common Stock equal to the quotient obtained by dividing (i) the Exchanged Options Value (as defined below) by (ii) the Per Share Purchase Price. “Exchanged Options Value” shall mean (i) the aggregate number of shares of Company Common Stock issuable upon exercise in full of the Exchanged Options multiplied by (ii) (A) the Per Share Purchase Pri...
Cancellation of Company Options. Prior to the Effective Time and as a condition precedent to Purchaser's obligation to close the Merger and as a condition precedent to any distribution of any portion of the Merger Consideration, the Company shall have received from each Option Holder written confirmation, in a form reasonably acceptable to Purchaser, that such Option Holder's Company Options will be cancelled, without exercise, upon consummation of the Merger (each an "Option Termination Agreement"); provided, however, that no Option Termination Agreement shall be required with respect to any Company Options (i) which provide that such Company Options shall terminate if not exercised within a specified period (the "Exercise Period") following delivery of written notice by the Company of a merger of the type contemplated by this Agreement (the "Option Notice"), and (ii) with respect to which the Option Notice has been given and the Exercise Period has expired prior to the Closing Date ("Excluded Options"). The Company agrees to provide the Option Notice to holders of all applicable Company Options promptly following the date of this Agreement so that the Exercise Period expires before the Expiration Date and Seller agrees to use their respective commercially reasonable efforts to obtain the Option Termination Agreements from the Option Holders with respect to all Company Options other than the Excluded Options.
Cancellation of Company Options. The Company shall cause all outstanding share options and warrants of the Company to have been cancelled on or prior to the Closing Date.
Cancellation of Company Options. Prior to the Closing, the Company shall provide notice to the extent required under the terms of the Company Stock Incentive Plan, obtain any necessary consents, adopt applicable resolutions, amend the terms of the Company Stock Incentive Plan and any awards outstanding thereunder, and take all other actions necessary to: (i) cause all Company Options that are outstanding immediately prior to the Effective Time, whether vested or unvested, automatically and without any action on the part of the holder thereof, to be cancelled immediately prior to the Effective Time; (ii) terminate the Company Stock Incentive Plan as of the Effective Time; and (iii) ensure that after the Effective Time, no holder of any award granted under the Company Stock Incentive Plan or any beneficiary thereof, nor any other participant in the Company Stock Incentive Plan, shall have any right thereunder to acquire any securities of the Company or to receive any payment or benefit with respect to any award previously granted under the Company Stock Incentive Plan. Executed consents of holders of Company Options canceled pursuant to the immediately preceding sentence shall be delivered to the Parent on or prior to the Closing Date. As of the Effective Time, the Company Stock Incentive Plan shall be terminated and no further awards or other rights shall be granted thereunder. Notwithstanding anything to the contrary in this Section 3.2, on or before the Closing Date, the Company shall cause all Company Options that are held by the Employees listed on Section 3.2 of the Company Disclosure Schedule to be cancelled, which cancellation shall become effective at the Effective Time.
Cancellation of Company Options. 45 SECTION 6.15. Change of Owners; SII Transfer................................................ 45 SECTION 6.16. Dian Yang Undertaking......................................................... 45
Cancellation of Company Options. (a) The Managers of the Company have taken such actions as are necessary to provide that:
(i) each vested Company Option outstanding immediately prior to the Effective Time shall, in accordance with the Company Option Plan, be cancelled, terminated and extinguished immediately prior to the Effective Time in exchange for the right to receive from Parent an amount in cash, without interest, equal to (A) the number of Class A Units issuable pursuant to such vested Company Option, multiplied by (B) (x) the sum of the Closing Date Payment Amount plus the aggregate exercise price of all vested Company Options outstanding as of January 31, 2006 (such sum, the "Adjusted Closing Date Payment Amount") divided by (y) the Fully Diluted Number of Units, provided, that the cash consideration payable pursuant to this subsection (i) shall be reduced by the amount of the aggregate exercise price for the Class A Units issuable pursuant to such vested Company Option;
(ii) each unvested Company Option outstanding immediately prior to the Effective Time shall, in accordance with the Company Option Plan, be cancelled, terminated and extinguished immediately prior to the Effective Time in exchange for the right to receive from Parent a restricted stock award as set forth in Section 3.4; and
(iii) the Company shall take or cause to be taken all actions required to effect the terminations and cancellations set forth in this Section 3.3(a) and the Company Option Plan shall terminate immediately prior to the Effective Time.
(b) Upon the cancellation of each Company Option, whether vested or unvested, each Optionholder shall cease to have any rights with respect thereto, except the right to receive from Parent the consideration payable with respect thereto pursuant to Section 3.3(a)(i) or Section 3.3(a)(ii), as applicable.
Cancellation of Company Options. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof:
(i) each Company Option, whether or not then vested, outstanding under the Stock Plans at the Effective Time (other than the Roll-Over Options) shall be canceled in exchange for a single lump sum cash payment, which shall be paid as soon as practicable, but in no event more than five days following the Effective Time, equal to (x) the excess, if any, of the Per Share Merger Consideration over the Exercise Price per share of such Company Option, multiplied by (y) the number of shares of Common Stock covered by such Company Option immediately prior to the Effective Time (the “Option Cancellation Payment”); and
(ii) the Surviving Corporation shall deduct and withhold, or cause to be deducted or withheld, from any Option Cancellation Payment made hereunder, such amounts as are required to be deducted and withheld under the Code, or any provision of applicable U.S. federal, state, local or foreign Tax law. To the extent that amounts are so deducted and withheld, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holders of Company Options in respect of which such deduction and withholding was made.
(b) Prior to the Closing, the Company shall take or cause to be taken any and all actions reasonably necessary, including by amending the Stock Plans, to provide for the vesting of all Company Options upon the Closing and shall use reasonable best efforts to obtain any necessary consent of each holder of Company Options, to give effect to the treatment of Company Options pursuant to this Section 1.6.
Cancellation of Company Options. At or prior to the Effective Time, each outstanding Company Option, including all Company Options under the Company Option Plans, whether or not then vested or exercisable, whether by operation of law or pursuant to contractual arrangements, shall cease to represent a right to acquire Company capital stock and shall be canceled and terminated. Neither Parent nor Surviving Corporation shall assume any Company Options after the Merger.
Cancellation of Company Options. Parent shall have received evidence, in form and substance reasonably satisfactory to Parent, of the valid cancellation of all Company Options by the resolution of the Company’s board of directors.
Cancellation of Company Options. Prior to Closing, the Board of Directors of the Company will exercise its authority under the Company’s stock option plan to accelerate the vesting of all Company Options held by the Company Option Holders and provide that any such Company Options which remain unexercised at the Effective Time will expire.
