Effect on Company Options Sample Clauses

Effect on Company Options. (a) Each Company Option that is outstanding as of immediately prior to the Effective Time shall be assumed by Parent and converted into an option to purchase shares of Parent Class A Stock upon substantially the same terms and conditions as are in effect with respect to such Company Option immediately prior to the Effective Time, including with respect to vesting, exercisability and termination-related provisions (each, a “Parent Option”) except that (a) such Parent Option shall provide the right to purchase that whole number of shares of Parent Class A Stock (rounded down to the nearest whole share) equal to the number of shares of Company Common Stock subject to such Company Option as of immediately prior to the Effective Time and (b) the exercise price per share shall be equal to the exercise price per share of such Company Option in the effect immediately prior to the Effective Time (the exercise price per share, as so determined, being rounded up to the nearest full cent); provided, however, that the conversion of the Company Options will be made in a manner consistent with Treasury Regulation Section 1.424-1, such that such conversion will not constitute a “modification” of such Company Options for purposes of Section 409A or Section 424 of the Code. (b) The Company shall take all necessary actions to effect the treatment of Company Options pursuant to Sections 2.12(a) in accordance with the Company Incentive Plan and the applicable award agreements and to ensure that no Parent Option may be exercised prior to the effective date of an applicable Form S-8 (or other applicable form, including Form S-1 or Form S-3) of Parent. The board of directors of the Company shall take all necessary actions, effective as of immediately prior to the Closing, in order to (i) provide that the unallocated share reserve remaining under the Company Incentive Plan as of the Closing Date (including any shares subsequently returned to such share reserve as a result of the termination of awards issued under the Company’s applicable stock plan) shall be included in the share reserve under the LTIP, in accordance with the terms thereof, and (ii) provide that no new Company Options will be granted under the Company Incentive Plan following the Closing. Prior to the Effective Time, the Company shall deliver to each holder of a Company Option a notice, in a form reasonably acceptable to Parent, setting forth the effect of the Merger on such holder’s Company Options and describing...

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. 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. 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. Purchaser shall neither assume nor substitute for any Company Options. As permitted under the Plan and as authorized by the Board of Directors of the Company, each Company Option shall become fully vested and exercisable contingent upon, and effective immediately prior to, the Closing. In addition to any other existing rights, each holder of a Company Option shall be entitled to exercise his or her entire Company Option (including the otherwise unvested portion thereof) contingent upon, and effective as of, the Closing. Each Company Option that is issued and outstanding immediately prior to the Effective Time, which has not been exercised prior to the Effective Time or otherwise subject to a contingent exercise subject to the Closing, shall, effective as of the Effective Time, be cancelled and extinguished without any conversion or assumption thereof, and no consideration or other payment shall be provided in lieu of such Company Option, and the Company Option shall not give the holder of such Company Option any rights to purchase any capital stock of the Company or Purchaser or any Subsidiary, parent or affiliate of either after the Effective Time

Effect on Company Options. At the Effective Time, each then outstanding Company Option, regardless of the exercise prices thereof or whether vested or unvested, will be assumed by Parent. Each such Company Option so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in the agreement and plan governing such Company Option immediately prior to the Effective Time (including any vesting provisions), except that (A) each such Table of Contents Company Option will be exercisable (or will become exercisable in accordance with its terms) 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 Exchange Ratio, rounded down to the nearest whole share of Parent Common Stock and (B) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Option will be equal to the quotient obtained by dividing the exercise price per share of such Company Option immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent.

Effect on Company Options. (a) Effective as of immediately prior to, and contingent upon, the Closing, and in accordance with the terms of the Company Stock Plan, the vesting and exercisability of all outstanding Company Options granted under the Company Stock Plan and held by a person then performing services as an employee, director or consultant of the Company shall be accelerated in full.

Effect on Company Options. 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 Letter of Transmittal, in the manner provided in Section 2.9: (i) in the case of an Accredited Holder that is a holder of Vested Company Options, (i) the Accredited Per Common Share Merger Consideration in the form of (x) (1) the Accredited Per Common Share Cash Consideration minus (2) the aggregate of the exercise prices of all such holder’s Vested Company Options, and (y) the Accredited Per Common Share Stock Consideration (in the event that the Accredited Per Common Share Cash Consideration is insufficient to permit reduction by the full amount of such aggregate exercise prices, such Accredited Holder’s Accredited Per Common Share Stock Consideration shall thereafter be reduced based on the Parent Series C Stock Price to satisfy such insufficiency), minus (ii) the Per Common Share Indemnification Escrow Amount, to be withheld and contributed to the Indemnification Escrow Fund, minus (iii) the Per Common Share Adjustment Escrow Amount, to be withheld and contributed to the Adjustment Escrow Fund, minus (iv) the Per Common Share Special Indemnification Escrow Amount, to be withheld and contributed to the Special Indemnification Escrow Fund, plus (v) 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 2.14 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) (1) the Non-Accredi...

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.