Common use of Conversion of Options Clause in Contracts

Conversion of Options. At the Effective Time, the managers of the Operating Company shall effect the following: (i) terminate the Unit Option Plan, effective immediately prior to the Effective Time, (ii) provide that each Unit Option to purchase Units granted under the Unit Option Plan 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 immediately prior to the Effective Time, and (iii) cancel, effective as of the Effective Time, each Unit Option pursuant to the terms of a unit option termination agreement (“Unit Option Termination Agreement”) in the form attached hereto as Exhibit C, and upon execution and delivery of the Letter of Transmittal and the Unit Option Termination Agreement, but subject to the terms and conditions of this Agreement, the holder thereof shall be entitled to receive an amount equal to (A) the sum of the Aggregate Consideration payable to the Securityholders pursuant to this Agreement on or after the Effective Time plus the aggregate of the exercise prices for all Unit Options, plus the RAGF Obligation, multiplied by (B) the Percentage Allocation applicable to the Unit Options held by such Securityholder, minus (C) the aggregate of all of the exercise prices of the Unit Options held by such Securityholder (the “Individual Option Consideration”, and, the aggregate amount payable to all Unit Holders under this Section 2.02(e) being the “Option Consideration”). Notwithstanding the foregoing, the execution of a Letter of Transmittal and a Unit Option Termination Agreement by every holder of Unit Options is not a condition to the Closing, as described in Article VIII, and neither the Target Companies nor their respective shareholders or members, as applicable, shall be deemed to have breached this Agreement as a result of such non-execution; provided that no holder of a Unit Option shall be paid its portion of the Option Consideration unless such holder first delivers an executed Letter of Transmittal and a Unit Option Termination Agreement. Any payment of the Option Consideration to a holder of Unit Options shall be subject to all holdbacks, escrows and reserves provided herein, and to any applicable federal, state and local tax withholding requirements.

Conversion of Options. At the Effective Time, each option granted by Seller to purchase shares of Seller Common Stock ("Seller Stock Option") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Seller Common Stock and shall be converted automatically into an option to purchase the managers number of shares of Buyer Common Stock equal to the Operating Company shall effect number of whole shares of Seller Common Stock subject to such option multiplied by the following: Exchange Ratio, at a price per share of Buyer Common Stock equal to (i) terminate the Unit exercise price for the shares of Seller Common Stock purchasable pursuant to such Seller Stock Option Plan, effective immediately prior to the Effective Time, Time divided by (ii) provide that each Unit Option to purchase Units granted under the Unit Option Plan 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 immediately prior to the Effective TimeExchange Ratio, and (iii) cancel, effective as of the Effective Time, each Unit Option pursuant shall otherwise be subject to the terms of a unit option termination agreement the Seller Employee Plans (“Unit Option Termination Agreement”as defined in Section 3.11) in the form attached hereto as Exhibit C, and upon execution and delivery of the Letter of Transmittal pursuant to which such options were issued and the Unit Option Termination Agreement, but subject agreements evidencing grants thereunder and shall thereupon be assumed by Buyer. Subject to the terms and conditions of this Agreement, the holder thereof shall be entitled to receive an amount equal to (A) the sum of the Aggregate Consideration payable to the Securityholders pursuant to this Agreement on or after the Effective Time plus the aggregate of the exercise prices for all Unit Options, plus the RAGF Obligation, multiplied by (B) the Percentage Allocation applicable to the Unit Options held by such Securityholder, minus (C) the aggregate of all of the exercise prices of the Unit Options held by such Securityholder (the “Individual Option Consideration”, and, the aggregate amount payable to all Unit Holders under this Section 2.02(e) being the “Option Consideration”). Notwithstanding the foregoing, the execution adjustment provided herein with respect to any options which are "incentive stock options" (as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")) shall be and is intended to be effected in a Letter manner which is consistent with Section 424(a) of Transmittal and a Unit Option Termination Agreement by every holder of Unit Options is not a condition the Code. Subject to the Closingadjustments noted herein, the duration and other terms of the option shall be the same as described in Article VIII, and neither the Target Companies nor their respective shareholders or members, as applicable, original option except that all references to (i) Seller Common Stock shall be deemed to have breached this Agreement as a result of such non-execution; provided that no holder of a Unit Option be references to Buyer Common Stock and (ii) the Company shall be paid deemed to be references to Buyer. Further, any and all vesting or performance requirements or conditions affecting any outstanding restricted stock, performance stock, stock option, stock appreciation right, phantom stock, bonus, award, right, grant or any other arrangement with any director or employee of Seller or any of its portion Subsidiaries shall be based on the terms of the Option Consideration unless such holder first delivers an executed Letter respective Seller Employee Plan and the agreements evidencing grants thereunder. This Section 2.03 is intended to be for the benefit of Transmittal and a Unit Option Termination Agreement. Any payment holders of options to purchase the Option Consideration to a holder Common Stock of Unit Options shall be subject to all holdbacks, escrows and reserves provided herein, and to any applicable federal, state and local tax withholding requirementsSeller.

Conversion of Options. At As a result of the Merger, at the Effective Time, the managers of the Operating each Company shall effect the following: Option (iwhether vested or unvested) terminate the Unit Option Plan, effective immediately prior to the Effective Time, (ii) provide that each Unit Option to purchase Units granted under the Unit Option Plan that is unexercised and outstanding and unexercised as of immediately prior to the Effective TimeTime and that is not an Underwater Award shall, whether or not vested or exercisable, shall become fully vested and exercisable as of immediately prior to without any action on the Effective Time, and (iii) cancel, effective as part of the Effective Timeholder thereof, each Unit Option pursuant be cancelled and automatically converted into the right of the holder thereof to the terms of a unit option termination agreement receive (“Unit Option Termination Agreement”) in the form attached hereto as Exhibit C, subject to and contingent upon such holder’s execution and delivery of a Holder Acknowledgement pursuant to ‎Section 2.06 hereof): (i) an amount in cash, without interest, equal to such holder’s Pro Rata Share of the Letter Estimated Aggregate Purchase Price less the aggregate exercise price of Transmittal such holder’s Company Options, (ii) a non-transferrable contingent right to receive such holder’s Pro Rata Share of the applicable amount (x) if any, distributed to Unitholders from the Purchase Price Adjustment Escrow Account remaining after payment of the Overpayment Amount to Parent pursuant to ‎‎Section 2.12, or (y) of the Underpayment Amount and the Unit Option Termination AgreementPurchase Price Adjustment Escrow Account, but subject if any, paid to Unitholders pursuant to ‎‎Section 2.12, (iii) a non-transferrable contingent right to receive such holder’s Pro Rata Share of the applicable amounts, if any, distributed to Unitholders from the Indemnity Escrow Account pursuant to the terms and conditions of this the Escrow Agreement, (iv) a non-transferrable contingent right to receive such holder’s Pro Rata Share of the applicable amounts, if any, distributed to Unitholders from the Holder Representative Expense Fund pursuant to ‎Section 13.04 and (v) a non-transferrable contingent right to receive the holder’s Pro Rata Share of any Earn-Out Payment. All Company Options, when converted pursuant to this ‎‎Section 2.03(d), shall be cancelled and no longer be outstanding, and each former holder thereof shall cease to have any rights with respect thereto except the right to receive the consideration provided for in this ‎Section 2.03(d). Notwithstanding anything to the contrary herein or otherwise, all Company Options that are Underwater Awards shall be canceled for no consideration and the holder thereof shall be entitled have no further rights to receive an amount equal to (A) the sum of the Aggregate Consideration payable to the Securityholders pursuant to this Agreement on or after the Effective Time plus the aggregate of the exercise prices for all Unit Optionssuch canceled Underwater Award, plus the RAGF Obligation, multiplied by (B) the Percentage Allocation applicable to the Unit Options held by such Securityholder, minus (C) the aggregate of all of the exercise prices of the Unit Options held by such Securityholder (the “Individual Option Consideration”, andnor will Parent, the aggregate amount payable to all Unit Holders under this Section 2.02(e) being Company, any Subsidiary of Parent or the “Option Consideration”). Notwithstanding the foregoingCompany, the execution Surviving Company or any of a Letter of Transmittal and a Unit Option Termination Agreement by every holder of Unit Options is not a condition to the Closing, as described in Article VIII, and neither the Target Companies nor their respective shareholders or members, as applicable, shall be deemed to Affiliates have breached this Agreement as a result of such non-execution; provided that no holder of a Unit Option shall be paid its portion of the Option Consideration unless such holder first delivers an executed Letter of Transmittal and a Unit Option Termination Agreement. Any payment of the Option Consideration to a holder of Unit Options shall be subject to all holdbacks, escrows and reserves provided herein, and to any applicable federal, state and local tax withholding requirementsliability with respect thereto.

Conversion of Options. At the Effective TimeClosing, the managers effective as of the Operating Company Closing, subject to receipt of an exemption from the ISA with respect thereto, each outstanding option to purchase TTL Shares (each, an "Option") shall effect be assumed by ECI and shall be deemed to constitute an option to acquire, substantially on the following: (i) terminate terms and conditions set forth in Exhibit 2.2 attached hereto, that number of ECI Shares as the Unit holder of such Option Plan, effective would have been entitled to receive pursuant to this Agreement had such holder exercised such Option in full immediately prior to the Effective TimeClosing (not taking into account whether such Option was in fact exercisable at such time), at a per share exercise price equal to (iix) provide the aggregate exercise price for the TTL Shares subject to such Option divided by (y) the number of full ECI Shares (rounded down to the next full ECI Share) deemed purchasable pursuant to such Option as provided in this Section 2.2. As soon as practicable after the Closing, subject to receipt of an exemption from the ISA with respect thereto, ECI shall deliver to each holder of an Option an amended option agreement under an ECI Share option plan containing substantially the terms set forth in Exhibit 2.2 attached hereto setting forth such holder's right to acquire ECI Shares and, until execution and delivery of such amended option agreement, the Option agreements of each such holder shall be deemed to be appropriately amended so that each Unit Option such Options shall represent rights to acquire ECI Shares on substantially the terms and conditions as contained in Exhibit 2.2 (subject to any adjustments required by this Section 2.2). ECI shall take all corporate action necessary to reserve for issuance a sufficient number of ECI Shares for delivery upon exercise of the Options assumed in accordance with this Section 2.2. As soon as practicable after the Closing, to the extent required, ECI shall file a Registration Statement on a Form S-8 (or any successor form) or another appropriate form, with respect to the ECI Shares subject to the ECI options to be issued in lieu of such Options and shall use its commercially reasonable efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such ECI options remain outstanding. No fractional options to purchase Units granted under ECI Shares and no fractional ECI Shares (or script certificates therefor) shall be issued to represent any fractional share or option in ECI Shares to be delivered hereunder upon conversion of Options. In lieu thereof, each holder of an Option shall be treated, mutatis mutandis, in the Unit Option Plan that is outstanding and unexercised same manner as a TTL Holder (taking into consideration the exercise price of such Option). Notwithstanding anything to the contrary in this Section 2.2, immediately prior to the Effective TimeClosing, whether or not vested or exercisableand conditional thereon, the 1,238,285 (One Million Two Hundred Thirty Eight Thousand Two Hundred Eighty Five) Options set forth in the Side Letter re Employees referred to in Section 4.26(a) hereto shall become fully vested and exercisable as of immediately prior to the Effective Timeexercisable, and (iii) cancelexcept as set forth in this paragraph, effective in said Side Letter or as of the Effective Time, each Unit Option pursuant to the terms of a unit option termination agreement (“Unit Option Termination Agreement”) provided in the form attached hereto as Exhibit C, and upon execution and delivery of the Letter of Transmittal and the Unit applicable Option Termination Agreement, but subject to the terms and conditions of this Agreement, the holder thereof there shall be entitled to receive an amount equal to (A) the sum no accelerated exercisability of the Aggregate Consideration payable to the Securityholders pursuant to this Agreement on or after the Effective Time plus the aggregate of the exercise prices for all Unit Options, plus the RAGF Obligation, multiplied by (B) the Percentage Allocation applicable to the Unit Options held by such Securityholder, minus (C) the aggregate of all of the exercise prices of the Unit Options held by such Securityholder (the “Individual any Option Consideration”, and, the aggregate amount payable to all Unit Holders under this Section 2.02(e) being the “Option Consideration”). Notwithstanding the foregoing, the execution of a Letter of Transmittal and a Unit Option Termination Agreement by every holder of Unit Options is not a condition to the Closing, as described in Article VIII, and neither the Target Companies nor their respective shareholders or members, as applicable, shall be deemed to have breached this Agreement solely as a result of such non-execution; provided that no holder of a Unit Option shall be paid its portion of the Option Consideration unless such holder first delivers an executed Letter of Transmittal and a Unit Option Termination Agreement. Any payment of the Option Consideration to a holder of Unit Options shall be subject to all holdbacks, escrows and reserves provided herein, and to any applicable federal, state and local tax withholding requirementsMerger.