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. 45 SECTION 6.15. Change of Owners; SII Transfer................................................ 45 SECTION 6.16. Dian Yang Undertaking......................................................... 45
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. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof:
Cancellation of Company Options. (a) At the Closing, by virtue of the Closing and without any action on the part of the Company or any Option Holder, each Company Option shall be cancelled and each Option Holder shall have the right to receive from the Company in exchange for such cancellation the following (each an “Option Cancellation Payment”), and the Option Plan shall be terminated:
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. (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.
Cancellation of Company Options. (a) The Managers of the Company have taken such actions as are necessary to provide that:
Cancellation of Company Options. (a) At the Effective Time, each Company Option shall have all rights thereunder cancelled and each former Holder of any cancelled In-the-Money Option in exchange therefor shall be entitled, effective upon the Closing, to (i) an amount in cash, without interest, equal to the product of (A) the Option Per Share Consideration multiplied by (B) the number of shares of Company Capital Stock subject to such In-the-Money Option and (ii) the nontransferable contingent right to receive such shares’ applicable portion of the Further Distributions, if any. Each Company Option that is not an In-the-Money Option shall be automatically cancelled for no consideration.
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.
