Company Stock Options and Restricted Stock. (a) At or prior to the Effective Time, the Company shall take all actions necessary (including obtaining any necessary determinations and/or resolutions of the Board of Directors of the Company or a committee thereof and amending any Company Stock Plan) to:
Company Stock Options and Restricted Stock. (a) Between the date of this Agreement and the Effective Time, the Company shall take all necessary action (which action shall be effective as of the Effective Time), to (i) terminate the Psychiatric Solutions, Inc. Equity Incentive Plan, the Psychiatric Solutions, Inc. Outside Directors’ Stock Incentive Plan and the 2010 Long-Term Equity Compensation Plan (collectively, the “Company Stock Plans”), (ii) provide that each outstanding option to purchase shares of Company Common Stock granted under the Company Stock Plans (each, a “Company Stock Option”) that is outstanding and unexercised as of immediately prior to the Effective Time, whether or not vested or exercisable, shall become fully vested and exercisable as of the Effective Time, (iii) cancel, as of the Effective Time, each Company Stock Option that is outstanding and unexercised, as of the Effective Time (in each case, without the creation of additional liability to the Company or any Subsidiaries), subject, if applicable, to the payment pursuant to Section 2.04(b) and (iv) provide that each share of restricted Company Common Stock granted under the Company Stock Plans that is outstanding as of immediately prior to the Effective Time shall become fully vested and transferable and that all restrictions on such restricted Company Common Stock shall lapse as of the Effective Time and accordingly will be eligible to receive the per share Merger Consideration pursuant to Section 2.01(a).
Company Stock Options and Restricted Stock. (a) Each option that represents the right to acquire shares of Company Common Stock granted under the Company Plans which is outstanding immediately prior to the Effective Time (whether or not then vested or exercisable) (each, an “Option”) shall at the Effective Time be cancelled and terminated at the Effective Time in exchange for the right to receive a cash amount equal to the Option Consideration for each share of Company Common Stock then subject to the Option. The Option Consideration shall be paid by the Surviving Corporation within two (2) Business Days of the Closing Date. For purposes of this Agreement, “
Company Stock Options and Restricted Stock. (a) Each option to acquire shares of Company Common Stock granted by the Company (each, a Company Stock Option) that is outstanding immediately prior to the Effective Time, whether or not then vested or exercisable, shall, as of immediately prior to the Effective Time, be, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, the holder of that Company Stock Option or any other person, cancelled and converted into the right to receive from Parent and the Surviving Corporation, as promptly as reasonably practicable after the Effective Time (but in any event within five (5) days after the Effective Time), an amount in cash, without interest, equal to the product of (i) the aggregate number of shares of Company Common Stock subject to such Company Stock Option (assuming full vesting of such Company Stock Option), multiplied by (ii) the excess, if any, of the Merger Consideration over the per share exercise price under such Company Stock Option, less all applicable deductions and withholdings required by law to be withheld in respect of such payment; provided, that if the exercise price per share 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. Notwithstanding the foregoing, in the event that the applicable plan, award agreement or other terms and conditions applicable to any Company Stock Option do not permit the cancellation and conversion of such Company Stock Option without any action by the holder thereof as provided in this Section 3.3(a), then payment with respect to such Company Stock Option pursuant to this Section 3.3(a) shall be conditioned on the holder thereof entering into an option cancellation agreement with the Company or the Surviving Corporation, as applicable, in form reasonably acceptable to Parent, agreeing to be paid the consideration provided by this Section 3.3(a) in lieu of any other consideration that might be claimed by any such holder, unconditionally and irrevocably waiving and releasing all right or claim that such holder might have or assert in respect of such consideration, and acknowledging that such Company Stock Options shall terminate on and may not be exercised after the Effective Time. The Company shall use reasonable best efforts to secure such option cancellation agreements as are required by the foregoing as promptly as practicable after the date hereof.
Company Stock Options and Restricted Stock. Company and Purchaser shall take all action reasonably necessary so that each employee or director stock option exercisable for shares of Company Common Stock (the "COMPANY STOCK OPTIONS") outstanding immediately prior to the Effective Time shall have vested and become exercisable by the Effective Time and shall be converted automatically at the Effective Time into an option to purchase a number of shares of Purchaser Common Stock (a "CONVERTED OPTION") equal to the product of the number of shares of Company Common Stock subject to such Company Stock Option multiplied by the Option Exchange Ratio (provided that any fractional share resulting from such multiplication
Company Stock Options and Restricted Stock. The Company shall take all requisite action so that, at the Acceptance Date:
Company Stock Options and Restricted Stock. (i) At the Acceptance Time, each option to purchase Common Shares granted under the Company’s 2005 Omnibus Long-Term Incentive Compensation Plan (the “Company Stock Plan,” and each such option, a “Company Option”), whether vested or unvested, that is outstanding immediately prior to the Acceptance Time shall be cancelled and, in exchange therefor, the Company shall pay to each former holder of any such cancelled Company Option as soon as practicable following the Acceptance Time an amount in cash (without interest, and subject to deduction for any required withholding Tax) equal to the product of (i) the excess of the Offer Price over the exercise price per Common Share under such Company Option and (ii) the number of Common Shares subject to such Company Option; provided, that if the exercise price per Common Share of any such Company Option is equal to or greater than the Offer Price, such Company Option shall be cancelled without any cash payment being made in respect thereof; provided, further, that the foregoing shall not apply to Company Options (if any) held by stockholders party to the Support Agreements to the extent elected by Parent in accordance with the terms of the Support Agreements, which Company Options shall be treated in accordance with the terms thereof.
Company Stock Options and Restricted Stock. (a) The Company shall take such action as shall be required to cause the vesting of any unvested options to purchase Company Common Stock (“Company Stock Options”) granted under any stock option plans or other equity-related plans of the Company or any of its Subsidiaries (the “Company Stock Plans”) to be accelerated in full effective immediately prior to the Effective Time.
Company Stock Options and Restricted Stock. (a) All outstanding options to purchase shares of Company Stock (the “Company Options”) granted under the Stock Plan (as defined in Section 3.04(a)) shall vest in full and shall be cancelled upon the Effective Time. In consideration for such cancelled Company Stock Options, the Company (or, at Surviving Corporation’s option, Surviving Corporation) shall pay or deliver, in no event later than five (5) business days after the Effective Time, to the holders of such cancelled Company Options in respect of each such cancelled Company Option (i) a cash amount equal to the product of (1) the excess, if any, of the per share Merger Consideration over the Option Price (as such term is defined in the Company Options), in effect under such Company Option immediately prior to the Effective Time and (2) the number of shares of Company Stock subject to such Company Option (such payment to be net of applicable withholding taxes, to the same extent as is set forth in Section 2.02(d) with respect to Company Stock and without any interest thereon, and subject to documentation and certification requirements (as applicable to the holders of Company Options, it being understood that such documentation and certification shall not be a condition to closing) and to the notice requirements set forth therein) and (ii) a CVR in respect of each share of Company Stock subject to such cancelled Company Option that has an Option Price less than the Merger Consideration.
Company Stock Options and Restricted Stock
