Conversion of Company Shares and Options. (a) At the Effective Time, by virtue of the Merger and without any action on the part of any holder of Common Stock, (i) (A) each share (a “Common Share”) of Common Stock (including any Restricted Shares) that is issued and outstanding immediately prior to the Effective Time (other than shares of Common Stock, if any, held in the treasury of the Company, which treasury shares shall be canceled as part of the Merger, and other than shares (each, a “Dissenting Share”) of Common Stock held by Persons who object to the Merger and comply with the provisions of the DGCL concerning the rights of holders of Common Stock to dissent from the Merger and require appraisal of their shares of Common Stock (the “Dissenting Stockholders”), which treasury shares and Dissenting Shares shall not constitute “Common Shares” hereunder) and (B) each option to purchase shares of Common Stock (“Option”) that is vested, unexercised and outstanding immediately prior to the Effective Time (including any portion of such option that becomes vested and exercisable as a result of the Merger) (such Options collectively being referred to herein as the “Vested Options”), shall thereupon be canceled and converted into and become the right to receive the applicable portion of the Merger Consideration, as determined pursuant to Section 3.1(c), and (ii) each Option that is unexercised and outstanding but not vested immediately prior to the Effective Time shall terminate and be forfeited for no consideration.
Conversion of Company Shares and Options. At and as of the Effective Time, (m) each share of Common Stock (other than any Dissenting Share or Buyer-owned Share) shall be converted into the right to receive 0.7442 of a Buyer Share, (n) each Option, to the extent not exercised, shall be canceled and converted into the right to receive 0.4280 of a Buyer Share, (o) each share of Series A Preferred Stock shall be canceled and converted into the right to receive $1,000 in cash (p) each Buyer Owned Share shall be cancelled and (q) each outstanding share of common stock of BuyerSub shall remain outstanding. Notwithstanding the foregoing, if any Options are exercised prior to Closing, the conversion ratios shall be proportionately adjusted so that the aggregate number of Buyer Shares issued in the Merger shall remain 980,000. No Company Shares shall be deemed to be outstanding or to have any rights other than those set forth above in this ss. 2(a)(v) after the Effective Time.
Conversion of Company Shares and Options. (a) As of immediately prior to the Effective Time, each Outstanding Legacy Option shall vest in full and become a Vested Class C Option. At the Effective Time, by virtue of the Merger and without any further action on the part of any Pre-Closing Holder or any other Person, each Option (or the applicable portion thereof) shall thereupon be (i) if such Option (or applicable portion thereof) is a Vested Option, canceled and converted into and become the right to receive the amounts specified in Section 3.1(f), less applicable withholding taxes and (ii) each Option (or applicable portion thereof) that is not a Vested Option shall terminate and be forfeited for no consideration. Notwithstanding anything herein to the contrary, any Option that has an exercise price per share that is greater than the portion of the Merger Consideration allocated in respect of each Company Share issuable upon exercise of such Option in accordance with the Charter as set forth on the Allocation Schedule (each, an “Out of the Money Option”) will not be considered a Vested Option and will be terminated and forfeited at the Effective Time for no consideration; provided, however, that if (i) the Contingent Payment Amount or the Contingent Payment Acceleration Amount becomes due and payable and (ii) any Out of the Money Option that was a Vested Option immediately prior to Closing would not have been an Out of the Money Option if the Merger Consideration had been increased by the Contingent Payment Amount or Contingent Payment Acceleration Amount, as applicable, that in fact became payable (any such Out of the Money Option, a “Contingent Out of the Money Option”), then, solely for purposes of Section 3.10(e) or Section 3.11(d), as applicable (and for the purpose of any payment pursuant to Section 3.6(d) or Section 8.6(e) made after payment of such Contingent Payment Amount or Contingent Payment Acceleration Amount), (a) such Contingent Out of the Money Option will be treated as being a Vested Option rather than an Out of the Money Option, (b) the Applicable Amount shall be recalculated to give effect to clause (a) of this proviso, in the manner to be set forth in the Allocation Schedule, and (c) the payment (the “Subject Payment”) of such Contingent Payment Amount or Contingent Payment Acceleration Amount, as applicable (and any payment pursuant to Section 3.6(d) or Section 8.6(e) made after payment of such Contingent Payment Amount or Contingent Payment Acceleration Amount), shall be...
Conversion of Company Shares and Options. (a) At the Effective Time of the Merger, by virtue of the Merger and without any action on the part of any holder of shares of Company Common Stock or any Option:
