Effect on Company Options. (a) Immediately prior to, but contingent upon, the Closing, the Company shall take all reasonable actions necessary to provide that each option to purchase Ordinary Shares of the Company (each, a “Company Stock Option”) that is outstanding, unexpired and unexercised immediately prior to the Closing, shall be vested immediately prior to Closing (each, a “Vested Company Option”) and shall be cancelled as of the Closing and each holder thereof (each, a “Vested Optionholder”) shall cease to have any rights with respect thereto, except the right to receive the portion of the Purchase Price payable in respect thereof, as set forth in this Section 1.3 and the Vested Optionholder Agreements. At the Closing, on the terms and subject to the conditions of this Agreement, including the execution and delivery of the Vested Optionholder Agreements, each Vested Optionholder shall, without any further action on the part of Buyer, the Company or such Vested Optionholder, be entitled to receive, with respect to each Vested Company Option, the portion of the Purchase Price equal to (A) the Per Share Consideration less (B) the exercise price of each such Vested Company Option (the “Per Option Consideration”), as set forth opposite such Vested Optionholder’s name on the Spreadsheet provided in accordance with Section 6.13 (provided that the Per Option Consideration shall not be less than zero).
Effect on Company Options. Neither Parent nor GT Topco nor Merger Sub nor the Surviving Corporation shall assume any Company Option in connection with the consummation of the transactions contemplated hereby. At the Effective Time, each Company Option which is outstanding and unexercised immediately prior to the Effective Time shall be cancelled and extinguished and be converted automatically into the right to receive an amount in cash (without interest) equal to the product of (A) the Option Consideration multiplied by (B) the number of shares of Company Common Stock underlying such Company Option immediately prior to the Effective Time. Subject to Section 1.6(f), Parent shall cause the Surviving Corporation to pay, by wire transfer of immediately available funds, to the holder of each such Company Option, (1) within ten Business Days after the Closing, the portion of the Aggregate Option Closing Proceeds to which such holder is entitled pursuant to this Section 1.6(c) and (1) within ten Business Days after the determination of the Final Merger Consideration pursuant to Section 1.9, the portion of the sum of (x) the Positive Adjustment (if any) and (y) the Remaining Adjustment Escrow Fund (if any) in each case, to which such holder is entitled pursuant to this Section 1.6(c). Any other portions of an Optionholder’s aggregate Option Consideration relating to the right to receive the Per Share Seller Representative Fund Consideration shall be due as and when payable in accordance with the terms of this Agreement.
Effect on Company Options. At the Effective Time, each holder of an issued and outstanding option exercisable for shares of Company Common Stock ("Company Options") will receive, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Metromedia Common Stock with the same terms and conditions as Company Options immediately prior to the Effective Time except that (i) the exercise price and the number of shares issuable upon exercise shall be divided and multiplied, respectively, by the Exchange Ratio and (ii) all Company Options will become immediately exercisable in accordance with their terms.
Effect on Company Options. Except as otherwise described in Section 2.9(a)(iii), at the First Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, the Company Equityholders, each Company Option that is outstanding and unexercised immediately prior to the First Effective Time shall be canceled and extinguished and each holder of a Company Option shall cease to have any rights with respect thereto other than the right to receive, with respect to Vested Company Options, together with a duly executed and completed Option Cancellation Letter, in the manner provided in Section 2.9:
Effect on Company Options. Parent shall not assume any Company Options and at the Effective Time each Company Option outstanding immediately prior to the Effective Time shall become immediately vested and shall without any action on the part of Parent, Sub, the Company or the holder thereof, be cancelled and converted into and shall become a right to receive an amount in cash, without interest, equal to (x) the excess, if any, of (A) the amount of cash equal to the Per Share Common Merger Consideration over (B) the exercise price per share attributable to such Company Option, multiplied by (y) the total number of shares of Company Common Stock issuable upon exercise in full of such Company Option (the “Option Consideration”). The payment of the Option Consideration will be subject to withholdings for all applicable Taxes pursuant to and in accordance with Section 1.6(e) hereof and will be subject to the escrow provisions set forth in ARTICLE VII hereof.
Effect on Company Options. No outstanding Company Options shall be assumed by Parent. The Company shall take such action as may be necessary so that, (i) immediately prior to the Effective Time, the vesting of each Company Option that remains outstanding as of immediately prior to the Effective Time shall be accelerated in full, (ii) each Company Option that remains outstanding as of immediately prior to the Effective Time shall be cancelled and terminated as of the Effective Time, and (iii) as of the Effective Time, each holder of a cancelled and terminated Company Option with an exercise price per share less than the Per Share Amount shall be entitled to receive from Parent, upon the terms and subject to the conditions set forth in this Section 1.6(c) and throughout this Agreement, including, without limitation, the escrow provisions set forth in Section 1.8 and Article VIII hereof, an amount in cash, without interest, with respect to each share of Company Common Stock subject thereto, equal to the excess, if any, of the Per Share Amount over the per share exercise price of such Company Option (such amount being hereinafter referred to as the “Option Consideration”). The payment of the Option Consideration shall be reduced by any income or employment tax withholding required under the Code or any provision of state, local or foreign tax Law with respect to the making of such payment (the “Withholding Amount”). To the extent that amounts are so withheld, such withheld amounts shall be timely paid to the appropriate Governmental Entity and shall be treated for all purposes of this Agreement as having been paid to the holder of such Company Option. Notwithstanding the foregoing, each Company Optionholder’s Pro Rata Portion of the Escrow Amount and the Working Capital Escrow Amount shall be withheld and placed in escrow pursuant to the escrow provisions of Section 1.8 and Article VIII hereof.
Effect on Company Options. (i) No Company Options shall be assumed, substituted or continued by Buyer, the Company or any of their respective Affiliates in connection with the Transactions. Each Company Option outstanding and unexercised as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right of the holder thereof to receive with respect to each share of Company Stock subject thereto, (i) an amount in cash, without interest, equal to (A) the Per Share Adjusted Cash Consideration for each share of Company Stock issuable upon the exercise in full of such Company Option, minus, (B) an amount in cash equal to the per share exercise price of such Company Option (the “Option Cash Payment”); (ii) a number of shares of SPAC Common Stock equal to the Per Share Stock Consideration (the “Option Stock Consideration”); (iii) the number of Post-Closing SPAC Shares, if any, required to be issued with respect to such Company Option to the Person who was the holder thereof as of immediately prior to the Effective Time in accordance with Section 2.7, (iv) any cash disbursements required to be made in connection with the Post-Closing Excess Amount (if any) with respect to such Company Option to the Person who was the holder thereof as of immediately prior to the Effective Time, without interest, in accordance with Section 2.12, (v) any cash disbursements required to be made in connection with the Remaining Escrow Amount (if any) with respect to such Company Option to the Person who was the holder thereof as of immediately prior to the Effective Time, without interest, in accordance with Section 2.12, (vi) any cash disbursements required to be made from the Sellers Representative Reserve Fund with respect to such Company Option to the Person who was the holder thereof as of immediately prior to the Effective Time, without interest, in accordance with Section 2.14, and (vii) any Tax Refund Amount required to be made with respect to such Company Option to the Person who was the holder thereof as of immediately prior to the Effective Time, without interest, in accordance with Section 6.2(a)(iii). The Option Cash Payment in respect of any such Company Options to be paid to Employee Optionholders who have delivered a duly executed Option Surrender Agreement shall be made promptly (but in no event later than the later of (A) five (5) Business Days following the Closing Date, and (B) the date of the first regular payroll cycle of the Acquired Companies follo...
Effect on Company Options. (i) Parent shall not assume any Company Options in connection with the consummation of the transactions contemplated hereby.
Effect on Company Options. (a) Subject to Section 1.13, immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of the holder of any Vested Option (an “Option Holder”), each Vested Option shall be cancelled in exchange for the right to receive a single lump sum cash payment equal to the product of (i) the number of shares of Company Common Stock issuable upon exercise of such Vested Option, multiplied by (ii) the excess, if any, of (x) the Per Share Merger Consideration over (y) the per share exercise price under such Vested Option (the “Per Share Option Merger Consideration,” and in the aggregate, the “Option Merger Consideration”). The Option Merger Consideration shall be treated as compensation by the Company and the Company shall be entitled to deduct and withhold applicable federal or state withholding tax.
Effect on Company Options. Neither Parent nor the Surviving Corporation shall assume any Company Option in connection with the consummation of the transactions contemplated hereby. Instead, each Company Option shall be treated as follows:
