Cancellation of Company Stock Options. At least 15 days prior to the First Closing Date, the Company shall send to each Option Holder written notice advising such Option Holder that, subject to, and contemporaneously with the effectiveness of, the First Closing (i) each in-the-money stock option held by such Option Holder shall be cancelled in exchange for the consideration provided for in Article II of this Agreement, and (ii) each out-of-the-money stock option held by such Option Holder shall be cancelled.
Cancellation of Company Stock Options. Prior to the Closing Date, the Company shall enter into a stock option cancellation and release agreement (the "Stock Option Cancellation and Release Agreements") with each holder of options to purchase the capital stock of the Company, whether or not exercisable and whether or not vested under the Company's stock option plan, pursuant to which all such options shall be cancelled by the Company. Sage agrees to pay by check to the holders of such options as consideration for the cancellation thereof an aggregate amount of not more than $440,730. At least five business days prior to the Closing Date, the Company shall provide Sage with written instructions as to the names, amounts and places to send such payments.
Cancellation of Company Stock Options. At the Effective Time, each outstanding qualified or nonqualified option to purchase shares of Company Common Stock (“Company Stock Options”) under any employee stock option or compensation plan or arrangement of the Company (“Company Equity Award Plans”), whether or not exercisable at the Effective Time and regardless of the exercise price thereof, shall be cancelled, effective as of the Effective Time, in exchange for the right to receive at the Effective Time a single lump sum cash payment, equal to the product of (x) the number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time, whether or not vested or exercisable, and (y) the excess, if any, of $32.00 over the exercise price per share of such Company Stock Option (the “Option Merger Consideration”); provided that if the exercise price per share of any such Company Option is equal to or greater than $32.00, such Company Stock Option shall be canceled without any cash payment being made in respect thereof.
Cancellation of Company Stock Options. All of the Company Stock Options issued prior to the Effective Time, if any, and all declared, undeclared or accrued, but unpaid, dividends on shares of Company Stock shall have been cancelled without any payment being made by the Company in consideration therefor.
Cancellation of Company Stock Options. The Company shall use its commercially reasonable efforts to ensure that, at the Effective Time, each outstanding qualified or nonqualified option to purchase shares of Company Common Stock (“Company Stock Options”) under any employee stock option or compensation plan or arrangement of the Company (“Company Stock Option Plans”), whether or not exercisable at the Effective Time and regardless of the exercise price thereof, shall be cancelled, effective as of the Effective Time, in exchange for the right to receive at the Effective Time a single lump sum cash payment, equal to the product of (x) the number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time, whether or not vested or exercisable, and (y) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Stock Option (the “Option Merger Consideration”); provided that if the exercise price per share of any such Company Option is equal to or greater than the Merger Consideration, such Company Stock Option shall be canceled without any cash payment being made in respect thereof. All payments under this paragraph shall be subject to any applicable withholding tax.
Cancellation of Company Stock Options. The Company shall take all actions necessary to assure that, immediately prior to or at the Effective Time, each outstanding Company Stock Option, whether or not then exercisable or vested, shall be canceled, and shall no longer be outstanding and in consideration of such cancellation, each holder of a Company Stock Option shall have the right to receive an amount in respect thereof equal to the product of (i) the excess of the Merger Consideration over the exercise price of such Company Stock Option, and (ii) the number of shares of Company Common Stock subject thereto (such payment to be net of any withholding taxes applicable thereto) (the “Option Merger Consideration”).
Cancellation of Company Stock Options. (a) All unexercised Company Options outstanding as of immediately prior to the Closing shall, as of the Closing, be automatically cancelled and no longer represent the right to acquire Company Common Stock or any other securities of the Purchaser, the Company or any of their respective Affiliates, and all agreements between the Company and such Stockholder relating to such Company Options shall be deemed terminated in their entirety, void and of no further force or effect.
(b) At or prior to the Closing, the Company shall terminate the Company Stock Option Plan and all other plans, programs or other arrangements pursuant to which any Company Options or other equity securities of the Company have been or may be granted and the provisions of the Company Stock Option Plan and any other such plans, programs or arrangements shall be canceled as of the Closing. Prior to the Closing, the Company shall ensure that all Company Options shall be terminated as of the Closing and that following the Closing no participant in any Company Stock Option Plan or other plans, programs or arrangements shall have any right thereunder to acquire any equity securities of the Company. The Company shall take all necessary actions to effectuate the provisions of this Section 1.5.
Cancellation of Company Stock Options. The Company shall immediately ------------------------------------- cancel all stock options previously granted to Dukker, including 2,000,000 shares with an exercise price of $9.00 per share and 227,897 shares with an exercise price of $1.61 per share.
Cancellation of Company Stock Options. Nicolet shall have received documentation (in a form satisfactory to Nicolet) from the Company as required by Section 2.8(b), and subject to the payments required by Section 2.8(a), evidencing the cancellation of Company Stock Options.
Cancellation of Company Stock Options. (a) No Company Stock Options shall be assumed or otherwise replaced by the Purchaser. Subject to the terms and conditions of this Agreement, and pursuant to the terms of the Company Stock Incentive Plan, at the Effective Time, each Company Stock Option (or portion thereof) that is outstanding, unexercised and vested as of immediately prior to the Effective Time (after giving effect to any acceleration of vesting in connection with the Merger and the other transactions contemplated by this Agreement) (each, a “Vested Company Stock Option”) shall be cancelled and extinguished and each holder of any such Vested Company Stock Option (each a “Company Vested Optionholder”) shall automatically (without any further action required of such holder) become entitled to receive (i) a cash payment in an amount (without interest) equal to (A) the product obtained by multiplying (1) the number of shares of Common Stock issuable upon exercise of the Vested Company Stock Options held by such holder, by (2) the Closing Per Share Consideration, minus (B) the aggregate exercise price payable by such holder upon exercise of all of the Vested Company Stock Options held by such holder, and (ii) for each share of Common Stock issuable upon exercise of the Vested Company Stock Options held by such holder, any Additional Per Share Consideration that becomes payable hereunder, only if, as and when any such amounts become payable (without interest). Subject to the terms and conditions of this Agreement, and pursuant to the terms of the Company Stock Incentive Plan, at the Effective Time, each Company Stock Option (or portion thereof) that is outstanding and unvested immediately prior to the Effective Time (after giving effect to any acceleration of vesting in connection with the Merger and the other transactions contemplated by this Agreement), shall be cancelled and extinguished and no amount shall be payable therefor under this Agreement.
(b) The Company shall (i) take all actions necessary to effect the termination of the Company Stock Incentive Plan prior to the Effective Time, (ii) take all actions necessary to effect the cancellation of outstanding Company Stock Options and rights thereto contemplated by Section 2.8(a), including sending a written notice, pursuant to Section 8(b)(2)(ii) of the Company Stock Incentive Plan, to each holder of a Company Stock Option that is expected to be outstanding and fully or partially unvested as of immediately prior to the Effective Time, pro...
