Employee Stock Options; Warrants. (a) Unless otherwise provided in the Management Voting Agreement, each option to purchase Shares ("Options") that is outstanding immediately prior to the Effective Time (whether or not vested or exercisable) shall, at the Effective Time, be canceled, and in exchange therefor, each Option holder shall receive a cash payment which, prior to deduction for applicable withholding taxes, is in an amount equal to the product of (A) the excess, if any, of the Per Share Amount over the per share exercise price of the Option and (B) the number of shares subject to the Option (whether or not vested). The Company shall make such payment on or prior to the Effective Date immediately upon receipt of a written agreement from the Option holder to accept such payment in full settlement of such Option holder's rights with respect to the Option. If the per share exercise price of any Option equals or exceeds the Per Share Amount, such Option shall be canceled without any payment required thereunder. No such Plan will survive the Effective Time.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Green I Acquisition Corp), Agreement and Plan of Merger (Gni Group Inc /De/), Agreement and Plan of Merger (Born Dawn S)
