Effect on Company Options. (i) Parent shall not assume any Company Options in connection with the consummation of the transactions contemplated hereby.
(ii) At the Effective Time, each Vested Company Option that is outstanding (after giving effect to any acceleration of vesting that occurs at or prior to the Effective Time or otherwise in connection with, or as a result of, the consummation of the Merger) and unexercised immediately prior to the Effective Time shall be, without any action on the part of the holder thereof, cancelled and extinguished and, in exchange therefore, each Optionholder shall be entitled to, subject to execution and delivery of an Option Cancellation and Release Agreement in substantially the form attached hereto as Exhibit G(the “Option Cancellation Agreement”) receive an amount in cash (without interest) equal to (A) the portion of Aggregate Closing Optionholder Proceeds set forth opposite such Optionholder’s name on the Payment Spreadsheet (less any applicable Taxes required to be withheld) and (B) a portion of any Additional Merger Consideration as set forth herein (less any applicable Taxes required to be withheld). Parent shall cause the Surviving Corporation to pay, by wire transfer of immediately available funds, to the holder of each such Company Option, as promptly as practicable after the Closing (and, in any event, no later than the next regularly scheduled payroll after the Closing), the portion of the Aggregate Closing Optionholder Proceeds to which such holder is entitled pursuant to this Section 1.6(c). For the avoidance of doubt, as and when any such Aggregate Closing Optionholder Proceeds becomes payable to the former holder of Vested Company Options at the Effective Time, such amounts shall be delivered by Parent to the Surviving Corporation for payroll processing, and the Surviving Corporation will disburse such payments (net of applicable tax withholding), to the former holder of such Vested Company Options through its standard payroll procedures.
(iii) At the Effective Time, each Unvested Company Option that is outstanding (after giving effect to any acceleration of vesting that occurs at or prior to the Effective Time or otherwise in connection with, or as a result of, the consummation of the Merger) and unexercised as of immediately prior to the Effective Time shall be cancelled and extinguished without consideration.
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).
(b) Notwithstanding the foregoing Section 1.3(a), with respect to the Per Option Consideration payable to any Vested Optionholder not resident in Singapore, Buyer may, in its sole discretion and by agreement with such Vested Optionholder, elect to substitute cash in the place of shares of Buyer Series B Common Stock otherwise payable to such Vested Optionholder pursuant to Section 1.3(a) above (such election, a “Cash Election”), in which case the Per Option Consideration payable to such Vested Optionholder shall consist of a cash payment equal to (A) the cash value of Per Share Consideration less (B) the exercise price of each such Vested Company Option. For purposes of the foregoing, the cash value of the Per Share Consideration shall be determined by applying the value of the Buyer Series B Common Stock as of the Closing Date pursuant to Section 10.11 (and without further adjustment) to any component of the Per Share Consideration that would otherwise be payable in shares of Buyer Series B Common Stock were no Cash Election made by Buyer. If Buyer exercises a Cash Election with respec...
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:
(i) in the case of an Accredited Holder that is a holder of Vested Company Options, (A) an amount equal to (1) the Per Common Share Merger Consideration minus (2) the aggregate of the exercise prices of all such holder’s Vested Company Options, in the form of (x) Cash Consideration, and (y) Stock Consideration, in accordance with the percentages elected by such Accredited Holder in the Investor Certification Form (subject to Section 2.9(a)(iii)), minus (B) the Per Common Share Indemnification Escrow Amount, to be withheld and contributed to the Indemnification Escrow Fund, minus (C) the Per Common Share Adjustment Escrow Amount, to be withheld and contributed to the Adjustment Escrow Fund, minus (D) the Per Common Share Special Indemnification Escrow Amount, to be withheld and contributed to the Special Indemnification Escrow Fund, plus (E) any Additional Per Share Consideration, subject to (and without limiting any rights or remedies of the Parent Indemnified Parties under this Agreement) the obligation of the holder of Vested Company Options that owns such share of Company Common Stock underlying Vested Company Options immediately prior to the First Effective Time to return to Parent or the applicable Parent Indemnified Parties the amount so received as a result of such conversion to the extent such holder of Vested Company Options has, at any time and from time to time, any unsatisfied payment obligations to such Parent Indemnified Parties pursuant to, and subject to the terms and conditions of, Section 2.15 and Article IX; and
(ii) in the case of a holder of Vested Company Options that is a Non-Accredited Holder, cash in the amount of (A) an amount equal to (1) the Per Common Share Merger Consideration minus (2) the aggregate exercise prices of all such holder’s Vested Company Options, in the form of Cash Consideration, minus (B) the Per Common Share...
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. As soon as practicable following the Closing but effective as of the Effective Time, each Company Option shall be assumed by Parent as a Parent Option. Except as otherwise set forth in this Agreement, each Company Option so assumed by Parent pursuant to this Section 1.6(c) shall continue to have, and be subject to, the same terms and conditions (including vesting terms) set forth in the Plan and the option agreements relating thereto, as in effect immediately prior to the Effective Time, except that (a) such assumed Company Option will be exercisable for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the Option Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, (b) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Option shall be equal to the quotient obtained by dividing the exercise price per share of Company Common Stock at which such assumed Company Option was exercisable immediately prior to the Closing Date by the Option Exchange Ratio, rounded up to the nearest whole cent, and (c) each such assumed Company Option shall include the right to exercise the option through a so-called “broker-assisted cashless exercise.” The assumption of Company Options pursuant to this Section 1.6(c), with respect to any options intended to be “incentive stock options” (as defined in Section 422 of the Code) shall be effected in a manner consistent with Section 424(a) of the Code. Within fifteen (15) Business Days after the Effective Time, Parent will issue to each holder of an outstanding Company Option a document evidencing the foregoing assumption of such Company Options by Parent.
Effect on Company Options. No outstanding Company Option shall be assumed by Parent. At the Effective Time, each then-outstanding Company Option (whether or not vested) shall, by virtue of the Merger, be converted into and shall become a right to receive an amount in cash, without interest and less applicable Tax withholdings, equal to the excess, if any, of the Per Share Common Consideration over the per share exercise price of such Company Option (such amount being hereinafter referred to as the “Option Consideration”), and each such Company Option shall terminate at the Effective Time. Any Option Consideration will be paid within 10 Business Days of the Effective Time, subject to Section 1.8(c)(ii), and in any event no later than March 15th of the year following the year in which the Closing occurs.
Effect on Company Options. (a) No Company Options, whether vested or unvested, shall be assumed by Acquiror and/or the Surviving Corporation in the Merger. Instead, immediately upon the Effective Time, each then outstanding Company Option, whether vested or unvested, shall be cancelled for no consideration and shall no longer have any force or effect.
(b) After the consummation of the Merger, (i) neither Acquiror nor the Surviving Corporation shall have any payment or other obligations to any Company Optionholder, and (ii) Company Optionholders shall have no right to receive any payment nor any right to acquire any interest in Acquiror or the Surviving Corporation, in each case, under any Company Option outstanding immediately prior to the Effective Time.
Effect on Company Options. (a) Upon the terms and subject to the conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any further action on the part of the Company or of any Effective Time Holder, each Company Option that is outstanding immediately prior to the Effective Time, whether or not then vested, shall be cancelled and terminated. In connection with such cancellation and termination, (x) each Company In-the-Money Vested Option shall be converted into the right to receive from the Surviving Company (A) an amount (subject to any applicable withholding tax) in cash equal to the product of (i) the number of Company Common Units subject to such Company In-the-Money Vested Option immediately prior to the Effective Time (the “Exercise Number”) multiplied by (ii) the excess of the amount by which the Series 3 Per Unit Closing Consideration exceeds the applicable per unit exercise price of such Company In-The-Money Vested Option (the amount referred to in this clause (A), the “Option Closing Consideration”) plus (B) an amount (subject to any applicable withholding tax) in cash equal to the product of (i) the Exercise Number multiplied by (ii) the Per Unit Additional Merger Consideration (the amount referred to in this clause (B), the “Option Additional Consideration”) and (y) each other Company Option that is not a Company In-The-Money Vested Option shall be cancelled and terminated for no consideration. The aggregate amount paid or payable in respect of the cancellation of the Company In-The-Money Vested Options as set forth in this Section 1.9(a) is referred to herein as the “Option Consideration.”
(b) Upon the terms and subject to the conditions of this Agreement, the Company shall take all actions to fully vest, as of the Effective Time, each Company Unvested Option and each Series 3 Restricted Common Unit that is outstanding immediately prior to the Effective Time, and convert such Series 3 Restricted Common Units into the right to receive from the Surviving Company, an amount in cash pursuant to Section 1.8(d)(iii).
