Effect of Merger I on Company Options Sample Clauses

Effect of Merger I on Company Options. At the Merger I Effective Time: (a) each In-Money Company Option that is outstanding, unexercised and vested as of immediately prior to the Merger I Effective Time (the “Vested Company Options,” and each holder of such Vested Company Options, a “Vested Company Optionholder”) shall terminate and be cancelled and cease to represent a right to acquire Company Shares as of immediately prior to the Merger I Effective Time and shall be converted into the right to receive, in respect of each Net Share covered by such Vested Company Option, the Per Share Merger Consideration pursuant to Section 2.01(a)(ii) (treating such Net Shares in the same manner as all other outstanding Company Shares for such purposes), less any Taxes required to be withheld with respect to such Vested Company Option in accordance with Section 2.06; (b) each In-Money Company Option that is not vested as of immediately prior to the Merger I Effective Time (the “Unvested Company Options,” and each holder of such Unvested Company Options, an “Unvested Company Optionholder”) shall terminate and be cancelled and cease to represent a right to acquire Company Shares as of immediately prior to the Merger I Effective Time, without any consideration being payable in respect thereof, and shall be null and void and have no further force or effect; and (c) each Out-of-Money Company Option shall terminate and be cancelled and cease to represent a right to acquire Company Shares as of immediately prior to the Merger I Effective Time, without any consideration being payable in respect thereof, and shall be null and void and have no further force or effect. Following the Merger I Effective Time, no Company Option that was outstanding immediately prior to the Merger I Effective Time shall remain outstanding and each former holder of any Company Option shall cease to have any rights with respect thereto, except the right of any Vested Company Optionholder to receive the consideration set forth in this Section 2.04 in exchange for its Vested Company Options in accordance with this Section 2.04. “Net Shares” means, with respect to a Vested Company Option, the number of Company Shares equal to: “N” multiplied by (“P” minus “E”) divided by “P”; where: “N” equals the number of Company Shares covered by such Vested Company Option immediately prior to the Merger I Effective Time, “P” equals the Per Share Merger Consideration, and “E” equals the per Company Share exercise price for such Vested Company Option. At or be...
Sample 1
AutoNDA by SimpleDocs

Related to Effect of Merger I on Company Options

  • Effect of Merger on Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any equity interests of the Company or Merger Sub, as applicable:

  • Effect of Merger (a) At the effective time of the certificate of merger:

  • Capitalization of Merger Sub The authorized capital stock of Merger Sub consists solely of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

  • Effective Time of Merger This Merger Agreement, or a Certificate of Ownership and Merger setting forth the information required by, and otherwise in compliance with, Section 253 of the General Corporation Law of the State of Delaware with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Delaware. This Merger Agreement, or Articles of Merger setting forth the information required by, and otherwise in compliance with, Article 5.16 of the Texas Business Corporation Act with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Texas. The Merger shall become effective upon the later of (i) the day and at the time the Secretary of State of the State of Delaware files such Certificate of Ownership and Merger, and (ii) the day and at the time the Secretary of State of the State of Texas files such Articles of Merger (the time of such effectiveness is herein called the "Effective Time"). Notwithstanding the foregoing, by action of its Board of Directors, either of NewSub2 or AssetCo may terminate this Merger Agreement at any time prior to the filing of the Certificate of Ownership and Merger with respect to the Merger with Secretary of State of the State of Delaware and the Articles of Merger with respect to the Merger with Secretary of State of the State of Texas.

  • Effect of Merger, Consolidation, Etc At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall either: (i) be deemed to be an Event of Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article III) or (ii) be treated pursuant to Section 1.6(b) hereof. “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

  • Common Stock of Merger Sub Each share of common stock, without par value, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into one newly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Tax Treatment of Merger The Parties intend that, for United States federal income tax purposes (and, where applicable, state and local income tax purposes) the Merger shall qualify as a reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall be, and is hereby adopted as, a plan of reorganization for purposes of Section 354 and 361 of the Code. Unless otherwise required by a final determination within the meaning of Section 1313(a) of the Code (or a similar determination under applicable state of local Law), all Parties shall file all United States federal, state and local Tax Returns in a manner consistent with the intended tax treatment of the Merger described in this Section 2.5, and no Party shall take a position inconsistent with such treatment.

  • Merger of Merger Sub into the Company Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the "Surviving Corporation").

  • Capital Stock of Merger Sub At the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

  • Effects of Merger The Merger shall have the effects set forth in Section 259 of the DGCL.

Time is Money Join Law Insider Premium to draft better contracts faster.