Effect on Options. (a) Upon the terms and subject to the conditions of this Agreement, at the Effective Time, (i) each Unvested Option shall automatically be canceled and extinguished, no longer be outstanding, and cease to represent the right to acquire shares of Common Stock, for no consideration and (ii) each Vested Option shall automatically be canceled and extinguished, no longer be outstanding, and cease to represent the right to acquire shares of Common Stock, and in consideration therefor, the holder thereof shall be entitled to receive the Option Consideration as provided herein and without the payment of any interest. The Company shall use commercially reasonable efforts to provide, by no later than seven (7) Business Days prior to the Closing Date (unless such seven (7) Business Day period is waived or shortened by the Parent), to each Optionholder that has not delivered an Option Cancellation Agreement on the date hereof a form Option Cancellation Agreement and request that each such Optionholder execute such Option Cancellation Agreement at or prior to the Effective Time. For the avoidance of doubt, (w) after providing a form of Option Cancellation Agreement to an Optionholder and requesting execution thereof, the Company shall not have any further obligation to solicit execution thereof, (y) the execution and delivery of an Option Cancellation Agreement by any such Optionholder shall not be a condition to the Securities Purchase Closing or the Merger Closing, and (z) the failure of any such Optionholder to execute an Option Cancellation Agreement shall not be deemed a breach of the Company’s obligations under this Agreement.
(b) The Closing Option Consideration payable to the holders of Vested Options pursuant to Section 1.03(a) above shall be paid through the Company’s payroll system (or directly by the Company in respect of any Vested Options held by an individual other than a current or former employee of the Company or any of its Subsidiaries) on the first regularly scheduled payroll date of the Company that occurs at least five (5) Business Days following the Effective Time, and the remaining portion of the Option Consideration payable to the holders of Vested Options and any other amounts received by the Seller Representative pursuant to this Agreement that is payable to the holders of Vested Options and, at the request of the Seller Representative, paid to the Surviving Company for payment through the Surviving Company’s payroll system or otherwise as di...
Effect on Options. The effect on the Option of any termination of Executive’s employment hereunder shall be as provided by the Stock Option Agreement.
Effect on Options. Any renewal, expansion, right of opportunity or similar option(s) granted to Tenant in this Lease or in any amendments to this Lease, to the extent that such option(s) have not been exercised, shall terminate and be voided in the event this Lease is assigned or two or more Floors of the Premises are sublet, or Tenant’s interest in the Premises are otherwise transferred, unless otherwise agreed to by Landlord.
Effect on Options. Immediately prior to the Effective Time, all options issued under the Target Option Plans (other than the Specified Options) that are outstanding on such date will be cancelled and will cease to exist, and the holder of such option will cease to have any rights with respect thereto, except the right to receive a pro rata portion of the Merger Consideration. For the avoidance of the doubt, for purposes of this Agreement, the Pro Rata Portion of the Target Stockholders shall be calculated as if the Specified Options were exercised for cash immediately prior to the Effective Time such that shares of Target Common Stock issuable upon the exercise thereof shall be deemed issued and outstanding as of the Effective Time and the Target Stockholders and the Specified Option holders shall receive a pro rata portion of the Merger Consideration; provided, that in determining the Pro Rata Portion of any Specified Option holder the aggregate exercise price for all such options shall be taken into consideration.
Effect on Options. (a) Upon the terms and subject to the conditions of this Agreement, at the Effective Time, by virtue of the Merger, (i) each Option that is outstanding immediately prior to the Effective Time and that is either (x) not then vested or (y) not an In-the-Money Option shall automatically be canceled and extinguished, no longer be outstanding and cease to represent the right to acquire shares of Common Stock, without any payment of any consideration therefor; (ii) each Option that is outstanding immediately prior to the Effective Time and that is both (x) then vested and (y) an In-The-Money Option (a “vested In-The-Money Option”) shall automatically be canceled and extinguished, no longer be outstanding and cease to represent the right to acquire shares of Common Stock, and in consideration therefor, the holder thereof shall be entitled to receive an amount in cash, without interest, equal to the Option Consideration; (iii) the Company Equity Plan shall terminate, and all rights under any provision of any other plan, program or arrangement providing for the issuance or grant of any other interest with respect to the capital stock or other Equity Securities of any Group Company shall be canceled, effective as of the Effective Time, without any liability on the part of any Group Company; and (iv) no Person shall have any right under the Company Equity Plan or under any other plan, program, agreement or arrangement with respect to the capital stock or other Equity Securities of any Group Company (except as otherwise expressly provided in this Section 1.03) at and after the Effective Time. The Company shall, prior to the Effective Time, take all actions as are necessary in order to effectuate the actions contemplated by this Section 1.03 and to ensure that no holder of Options shall have any rights from and after the Effective Time with respect to any Options except as expressly provided in this Section 1.03; provided that such actions shall expressly be conditioned upon the consummation of the Merger and shall be of no force or effect if this Agreement is terminated. The Company shall cooperate with the Parent, and keep the Parent fully informed, with respect to all resolutions, actions and consents that the Company intends to adopt, take and obtain in connection with the matters described in this Section 1.03. Without limitation, the Company shall provide the Parent with a reasonable opportunity to review and comment on all such resolutions, actions and consents ...
Effect on Options. At the Effective Time, by virtue of the Merger and without any further action on the part of Purchaser, Merger Sub or the Target or any holder of any capital stock of Purchaser, Merger Sub, or the Target, each Target Option outstanding immediately prior to the Effective Time, whether vested or unvested, shall be terminated and cancelled for no consideration.
Effect on Options. If the Option is to be assumed by the successor corporation (or the parent thereof) in connection with a Change in Control (as defined in the Plan) or is otherwise to be continued in full force and effect pursuant to the terms of the Change in Control transaction, then none of the Options shall vest on an accelerated basis upon the occurrence of that Change in Control, and the Participant shall accordingly continue to vest the Options in one or more installments in accordance with the provisions of this Agreement. However, upon a termination of Participant’s employment due to reasons covered by sub-section (a) under section 6 (1), by section 6 (2) or by section 6 (4) of “Termination of Employment” in this Agreement within twelve (12) months following such Change in Control, all the Options shall automatically vest in full on an accelerated basis so that such Option shall immediately become exercisable and may be exercised for any or all of those option shares as vested shares. The Option shall remain so exercisable until the Expiration Date.
Effect on Options. The parties agree that Consultant’s rendering of Services while this Agreement is in effect shall delay commencement of the three-month maximum exercise period applicable (upon termination of “continuous service”) to the options granted to Consultant under the 2000 Equity Incentive Plan and the 2002 Broad Based Equity Incentive Plan (the “Plans”) and shall constitute Consultant’s continuous service under the Plans for such purpose; provided, however, that options granted to Consultant under the Plans that are unvested as of the date of termination of Consultant’s employment with Dendreon shall cease vesting as of such date and shall not continue vesting during the term of this Agreement or thereafter.
Effect on Options. (a) Employee also specifically acknowledges that as of the date of his mutual separation from Employer he shall accrue no additional interest or vesting in any options to purchase stock of Employer and shall be limited in his rights to exercise stock options to only the Continuing Options (as defined in Paragraph 5(b) below).
(b) The "Continuing Options" are 600,000 options with an exercise price of $5.921875 each which were granted pursuant to two option agreements dated on or about October 23, 1995 (the "Option Agreements") and under which the "Latest Expiration Date" is January 21, 2001. The Continuing Options shall remain outstanding and exercisable in accordance with and subject to their terms and conditions as existed prior to Employee's separation from employment. For purposes of clarity, Employer and Employee specifically acknowledge that, notwithstanding anything to the contrary herein, Section 4(b) of the Option Agreements (addressing termination of employment other than for cause) shall be applicable to this mutual separation and that Employee shall have the right to make the election in Section 4(b)(1) of the Option Agreements to accelerate the exercisability of the Continuing Options, in which case the Continuing Options shall terminate if not exercised within the three-month period provided for in Section 4(b)(1), and that Section 4(b)(2) of the Option Agreements provides that if Employee does not make such election then the Continuing Options shall become and remain exercisable according to Section 3 of the Option Agreements despite Employee's separation from employment. The Voting Agreement, Irrevocable Proxy and Right of First Refusal applicable to any shares now or hereafter acquired by Employee in the future pursuant to exercises of the Continuing Options shall continue in effect after the date hereof according to their existing terms and conditions.
(c) All other options granted to Employee, including without limitation, the 110,000 award program options with an exercise price of $15.50 each granted to Employee on December 26, 1996, by their terms and conditions shall terminate upon the Effective Date.
Effect on Options. All stock options (individually, an "Option" and collectively, the "Options") outstanding immediately prior to the Effective Time, whether or not then fully exercisable, automatically shall be accelerated and converted into the right to receive after the Effective Time from the Surviving Corporation, for each share of Company Common Stock subject to any Option, an amount in cash equal to the excess, if any, of the Merger Consideration over the per share exercise price of such Option, without interest. All Options not exercised at the Effective Time shall terminate and be canceled and shall cease to exist. All amounts payable pursuant to this paragraph shall be subject to all applicable withholding of taxes and shall be paid as soon as practicable following the Effective Time.
