Effect on Vested Company Options Sample Clauses

Effect on Vested Company Options. No outstanding Vested Company Options shall be assumed by Parent. At the Effective Time, each then unexercised and outstanding Vested Company Option shall, by virtue of the Merger, be immediately cancelled and the holder thereof shall be entitled to receive, in consideration of such cancellation, an amount in cash, for each share of Company Class A Common Stock subject to such Vested Company Option, equal to (A) the Per Vested Option Consideration, plus (B) the right to receive the Escrow Per Share Consideration, as and when payable pursuant to the terms and conditions of this Agreement, plus (C) the right to receive the Per Share Post-Closing Excess Consideration, as and when payable pursuant to the terms and conditions of this Agreement, plus (D) the right to receive the Per Option Year 1 Net Revenue Payment, as and when payable pursuant to the terms and conditions of this Agreement, plus (E) the right to receive the Per Option Year 2 Net Revenue Payment, as and when payable pursuant to the terms and conditions of this Agreement, plus (F) the right to receive the Per Option Year 1 Milestone Payment, as and when payable pursuant to the terms and conditions of this Agreement, plus (G) the right to receive the Per Option Year 2 Milestone Payment, as and when payable pursuant to the terms and conditions of this Agreement, plus (H) the right to receive any Per Share Forfeited Consideration, as and when payable pursuant to the terms and conditions of this Agreement. The payment of the Per Vested Option Consideration shall be reduced by any applicable income or employment Tax withholding required under the Code or any provision of applicable state, local or foreign Tax Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of such Vested Company Options.
Sample 1
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Effect on Vested Company Options. Parent shall not assume any Vested Company Options, and at the First Merger Effective Time each Vested Company Option outstanding immediately prior to the First Merger Effective Time shall, without any action on the part of Parent, Merger Sub I, Merger Sub II, the Company or the holder thereof, be cancelled and converted into and, subject to the following sentence and the other terms and conditions set forth throughout this Agreement, and the applicable delivery requirements in Section 1.8, shall become a right to receive an amount in cash, without interest, equal to the product (rounded to the nearest cent) obtained by multiplying (i) the excess, if any, of (x) the amount of cash equal to the Per Share Total Consideration Value over (y) the exercise price per share attributable to such Vested Company Option by (ii) the aggregate number of shares of Company Common Stock issuable upon exercise in full of such Vested Company Option, less applicable Tax withholding. The parties acknowledge and agree that any Tax deduction or expense arising or resulting from the cancellation of any Vested Company Option or the payment of any amount which is treated as compensation for Tax purposes, in each case pursuant to this Section 1.6(b)(iv)(A), shall be allocated to the Pre-Closing Tax Period for all Tax purposes to the extent permitted by applicable Legal Requirements.
Sample 1
Effect on Vested Company Options. No outstanding Vested Company Options shall be assumed by Parent. Upon the terms and subject to the conditions of this Agreement, including, without limitation, this Section 3.2(a) and the escrow provisions set forth in Section 3.5 and ARTICLE VII, at the Effective Time, each then outstanding Vested Company Option shall, by virtue of the Merger, be converted into and shall become a right to receive an amount in cash, without interest, with respect to each share subject thereto, equal to the excess, if any, of the Common Stock Per Share Payment Amount over the per share exercise price of such Vested Company Option (such amount being hereinafter referred to as the “Net Vested Company Option Payment Amount”), and each such Vested Company Option shall terminate at the Effective Time. The payment of the Net Vested Company Option Payment Amount to any holder of Vested Company Options shall be reduced by any income or employment Tax withholding required under the Code or any provision of applicable state, local or foreign tax Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the Vested Company Options.
Sample 1
Effect on Vested Company Options. No outstanding Vested Company Options shall be assumed by Parent. At the Effective Time, each then outstanding In the Money Company Option shall, by virtue of the Merger, be converted into and shall become a right to receive, with respect to the number of shares of Company Common Stock originally subject to such In the Money Company Option (the “Subject Shares”), the number of Subject Shares times a fraction (A) the numerator of which is the Common Per Share Value minus the exercise price per share of Company Common Stock subject to such In the Money Company Option and (B) the denominator of which is the Common Per Share Value. Each In the Money Company Option shall then be entitled to receive the Common Per Share Amount for each Subject Share underlying such In the Money Company Option (such amount being hereinafter referred to as the “Vested Option Merger Consideration”). Out of the Money Company Options that are also Vested Company Options shall not be entitled to receive consideration hereunder. All Vested Company Options shall terminate at the Effective Time. A portion of the Vested Option Merger Consideration will be deposited into the Escrow Fund by Parent pursuant to Section 1.8.
Sample 1
Effect on Vested Company Options. At the Effective Time, each then unexercised and outstanding Vested Company Option (or portion thereof) that is outstanding as of immediately prior to the Effective Time shall, by virtue of the Merger, be immediately cancelled and the holder thereof shall be entitled to receive upon the terms and subject to the conditions set forth in this Section 1.6 and throughout this Agreement, including the escrow provisions set forth in Article VII hereof, in consideration of such cancellation, an amount equal to the Per Share Option Consideration for each share of Company Common Stock subject to such Vested Company Option. The payment of the Per Share Option Consideration shall be reduced by any applicable income or employment or other Tax withholding required under the Code or any provision of applicable state, local or foreign Tax law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of such Vested Company Options.
Sample 1
Effect on Vested Company Options. At the Effective Time, each then outstanding and unexercised Vested Company Option shall, by virtue of the Merger, be immediately partially cancelled and partially exchanged and the holder thereof shall be entitled to receive, in consideration of such cancellation and exchange and subject to compliance with Section 2.8:
Sample 1

Related to Effect on Vested Company Options

  • Vested Company Options Immediately prior to but contingent upon the Closing, each Company Option that is unexpired, unexercised and vested immediately prior to the Closing (“Vested Options”) shall, by virtue of the Closing and without the need for any further action on the part of the holder thereof, on the terms and subject to the conditions set forth in this Agreement, be automatically cancelled, and each Optionholder holding Vested Options shall have the right to receive, with respect to such Vested Options, an amount in cash, without interest, equal to such Optionholder’s Pro Rata Share of the Closing Date Purchase Price (subject to withholding of such Optionholder’s Pro Rata Share in each of the Adjustment Holdback Amount, the Expense Fund), and (B) the right to receive such Optionholder’s Pro Rata Share of any cash disbursements that may become payable, with respect to such Vested Options, from the Adjustment Holdback Amount and the Expense Fund, in accordance with the terms of this Agreement, and (C) the right to receive such Optionholder’s Pro Rata Share of any positive Adjustment Amount that may become payable, with respect to such Vested Options, pursuant to Section 2.8, and (D) the right to receive such Optionholder’s Pro Rata Share of any Earnout Consideration that may become payable under this Agreement in accordance with the provisions of Section 2.9. The amount of cash that each holder of Vested Options is entitled to receive for such Vested Options will be subject to any applicable payroll, income Tax or other withholding Taxes and the provisions of the Israeli Tax Ruling and/or the Israeli Interim Tax Ruling if obtained. For the avoidance of doubt, an Optionholder’s “Pro Rata Share” for purposes of this Section 2.2(a) shall be calculated based on such Optionholder’s holding of Vested Options (disregarding any shares of the Company or Unvested Options held by such Optionholder).

  • Company Stock Option Plans Simultaneously with the execution of this Agreement, the Board of Directors of the Company (or, if appropriate, any committee administering the Company Stock Option Plans) shall adopt such resolutions or take such other actions as are required to effect the transactions contemplated by Section 2.10 in respect of all outstanding Options and thereafter the Board of Directors of the Company (or any such committee) shall adopt any such additional resolutions and take such additional actions as are required in furtherance of the foregoing.

  • Company RSUs “Company RSUs” shall mean restricted stock units with respect to Shares, other than restricted stock units subject to performance-based vesting.

  • Company Stock Options At the Effective Time, each Company Stock --------------------- Option shall be deemed to have been assumed by Evergreen, without further action by Evergreen, and shall thereafter be deemed an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, that number of shares of Surviving Corporation Common Stock that would have been received in respect of such Company Stock Option if it had been exercised immediately prior to the Effective Time (such Company Stock Options assumed by Evergreen, the "Assumed Chancellor Stock Options"); provided, however, that, for -------- ------- each optionholder, (i) the aggregate fair market value of Surviving Corporation Common Stock subject to Assumed Chancellor Stock Options immediately after the Effective Time shall not exceed the aggregate exercise price thereof by more than the excess of the aggregate fair market value of Company Common Stock subject to Company Stock Options immediately before the Effective Time over the aggregate exercise price thereof and (ii) on a share-by-share comparison, the ratio of the exercise price of the Assumed Chancellor Stock Option to the fair market value of the Surviving Corporation Common Stock immediately after the Effective Time is no more favorable to the optionholder than the ratio of the exercise price of the Company Stock Option to the fair market value of the Company Common Stock immediately before the Effective Time; and provided, -------- further, that no fractional shares shall be issued on the exercise of such ------- Assumed Chancellor Stock Option and, in lieu thereof, the holder of such Assumed Chancellor Stock Option shall only be entitled to a cash payment in the amount of such fraction multiplied by the closing price per share of Surviving Corporation Common Stock on the Nasdaq National Market on the business day immediately prior to the date of such exercise.

  • Unvested Common Shares Issued in Settlement of Performance Share Awards If the Executive terminates employment pursuant to Sections 6(b), 6(d) or 6(e)(i) after the Performance Share Vesting Date, the vesting of all Unvested Common Shares (as defined in the Performance Share Agreement) issued in settlement of the Performance Share Award shall be accelerated in full effective as of the date of such termination.

  • Company Stock Plans (a) The Company shall take such action as shall be required:

  • Accelerated Vesting of Equity Awards One hundred percent (100%) of Executive’s then-outstanding and unvested Equity Awards will become vested in full. If, however, an outstanding Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s).

  • Company Equity Awards With respect to any stock options, restricted stock or other equity awards (the “Equity Awards”) granted pursuant to any compensation plan of the Company or its Subsidiaries providing for the issuance of Equity Awards (the “Company Plans”), (A) each grant of an Equity Award was duly authorized no later than the date on which the grant of such Equity Award was by its terms to be effective by all necessary corporate action, and (B) each such grant was made in accordance with the terms of the Company Plans and all other applicable laws and regulatory rules or requirements.

  • Change in Control Vesting The shares of Common Stock underlying each Tranche of Performance Shares may also vest on an accelerated basis in accordance with the applicable provisions of Paragraph 4 of this Agreement should a Change in Control occur after the start but prior to the completion of the Performance Period applicable to that particular Tranche or the Certification Date. Issuance Date: The shares of Common Stock which actually vest and become issuable pursuant to each Tranche of Performance Shares shall be issued in accordance with the provisions of this Agreement applicable to the particular circumstances under which such vesting occurs.

  • Company Restricted Stock Units At the Effective Time of the First Merger, each Company Restricted Stock Unit then outstanding shall be assumed by Parent (each, an “Assumed RSU”). Subject to, and in accordance with, the terms of the applicable Company Stock Plan and any applicable award or other agreement, each Assumed RSU shall be converted into the right to receive the number of shares of Parent Common Stock (or an amount in respect thereof for cash settled Company Restricted Stock Unit) equal to the number of shares of Company Common Stock subject to the Company Restricted Stock Unit multiplied by the Stock Award Exchange Ratio (rounded down to the nearest whole number of shares of Parent Common Stock). Each Company Restricted Stock Unit shall have the same terms and conditions as were in effect immediately prior to the Effective Time of the First Merger other than with respect to those Company Restricted Stock Units listed (i) in Section 5.9(c)(i) of the Company Disclosure Schedule that were subject to performance based vesting conditions prior to the date of this Agreement and that shall be deemed issued and vested in their entirety at the Effective Time of the First Merger and released from any forfeiture rights pertaining to such shares in favor of Company, Parent or Surviving Entity, and (ii) in Section 5.9(c)(ii) of the Company Disclosure Schedule, which shall be deemed issued in their entirety at the Effective Time of the First Merger, which shall be converted into the right to receive Parent Common Stock according to the same formula applied to the Assumed RSUs above, and which shall be subject to quarterly vesting over a two-year period following the Effective Date in accordance with the terms of the 2006 Plan. Except as set forth in this Section 5.9(c). Company shall not take or permit any action that would accelerate vesting of any Company Restricted Stock Unit, except to the extent required by the terms of any such Company Restricted Stock Unit as in effect on the date hereof. Copies of the relevant agreements governing such Company Restricted Stock Unit and the vesting thereof have been provided to Parent. Except as set forth in this Section 5.9(c), all outstanding rights that Company may hold immediately prior to the Effective Time of the First Merger to the forfeiture of shares of Company Common Stock subject to the Company Restricted Stock Unit shall be assigned to Parent in the First Merger and shall thereafter be held by Parent upon the same terms and conditions in effect immediately prior to the Effective Time of the First Merger, except that the shares forfeitable pursuant to such rights shall be appropriately adjusted to reflect the Stock Award Exchange Ratio.

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