In-the-Money Options Sample Clauses

In-the-Money Options. The exercise price of the In-The-Money Options will be adjusted such that the exercise price will equal the product of (A) the exercise price of an In-The-Money Option immediately prior to the Effective Time, multiplied by (B) the CTI Conversion Ratio. The number of shares subject to the In-The-Money Options will be equal to the quotient obtained by dividing (X) the number of shares subject to the In-The-Money Options held by the optionholder immediately prior to the Effective Time by (Y) the CTI Conversion Ratio. All other terms and conditions of these CTI Options will remain the same after the Effective Time as the terms and conditions applicable to the In-The-Money Options immediately prior to the Effective Time, including, without limitation, the original option term and continued vesting pursuant to the terms of the awards.

In-the-Money Options. A call is in the money when the underlying stock price is greater than the call’s strike price. An XYZ June 40 call is $2 in the money when XYZ is at $42 per share. A put is in the money when the underlying stock price is lower than the put’s strike price. An ABC October 70 put is $4 in the money when ABC is at $66 per share. It would only make sense to exercise an option if it was in the money. Both puts and calls are at the money when the underlying stock price equals the options exercise price.

In-the-Money Options. Each outstanding and unexercised option to purchase New York Common Share which has an exercise price, as of the close of business on the Business Day immediately prior to the Effective Time, that is less than the Per-Share Price, as defined below (each, an “In-the-Money Option”), shall be treated in the Merger as follows: (i) if such In-the-Money Option has not otherwise become fully vested and exercisable prior to the Effective Time, such In-the-Money Option shall become fully vested and exercisable as of the close of business on the calendar day immediately preceding the Effective Time; (ii) each In-the-Money Option issued and outstanding immediately prior to the Effective Time (including, for the avoidance of doubt, the In-the-Money Options that have become vested and exercisable pursuant to the foregoing Section 6(c)(i)), shall be deemed as of such time to have been irrevocably exercised in full by means of a “cashless” exercise pursuant to which the New York Corporation, when issuing New York Common Shares upon exercise, will withhold from such issuance New York Common Shares with an aggregate value (when valued at the Per-Share Price (as defined below)) equal to the sum of (x) the aggregate exercise price payable upon such exercise, in lieu of the payment by the holder of such exercise price in cash, and (y) any applicable tax withholding; (iii) Notwithstanding the foregoing Section 6(c)(ii), with respect to the aggregate number of New York Common Shares to be issued upon such deemed exercise of In-the-Money Options, no fraction of a New York Common Share shall be issued pursuant to Section 6(c)(ii), and if any holder of an In-the-Money Option would otherwise have been entitled to receive a fraction of a share of New York Common Stock pursuant to Section 6(c)(ii), such holder shall be entitled to receive a cash payment with respect to such fractional share in an amount equal to the product of such fraction multiplied by the Per-Share Price. The payment of cash to the holders of In-the-Money Options in lieu of fractional New York Common Shares is not separately bargained for consideration and is being made solely for the purpose of saving the New York Corporation the expense and inconvenience of issuing and transferring fractional New York Common Shares. (iv) The receipt by a holder of an In-the-Money Option of the New York Common Shares (or cash in lieu of a fractional share thereof) upon the deemed cashless exercise of such In-the-Money Option purs...

In-the-Money Options. As of the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof, each Company Stock Option with an exercise price per share of underlying Company Common Stock which is less than the Per Share Merger Consideration (each, an “In-the-Money Option”) shall be canceled and extinguished and automatically converted into the right (subject to Section 2.9(b)) to receive the following consideration (the “In-the-Money Option Consideration”) (upon payment of the applicable exercise price for such In-the-Money Option, which in all instances shall be deducted from the aggregate amount of the In-the-Money Option Consideration otherwise payable to such holder, such that the right of each holder of an In-the-Money Option to receive such holder’s portion of the In-the-Money Option Consideration will be “cashless” to such holder): (A) Cash in the amount otherwise payable in respect of all shares of Company Common Stock subject to such In-the-Money Option (assuming for this purpose, full acceleration of vesting as of immediately prior to the Effective Time); and (B) The number of shares of Parent Common Stock otherwise payable in respect of all shares of Company Common Stock subject to such In-the-Money Option (assuming for this purpose, full acceleration of vesting as of immediately prior to the Effective Time).

In-the-Money Options. Subject to Section 3.5, each In-the-Money Option, whether vested or unvested, shall, by virtue of the Merger and in accordance with Section 8.3 of the Company Stock Plan, automatically cease to be outstanding and shall be converted into and exchanged for, at the Effective Time, the right to receive, without any interest thereon, the Option Consideration (assuming full satisfaction of any performance-vesting conditions applicable to such In-the-Money Option).

In-the-Money Options. Upon delivery to the Parent of an executed Option Cancellation Agreement, duly completed and validly executed in accordance with the instructions to the Option Cancellation Agreement, the holder of an In-The-Money Option shall be entitled to receive cash equal to the amounts required to be paid to such holder in respect of such surrendered In-The-Money Options in accordance with Section 1.6(a) (as, if and when such amounts are required to be paid to such Persons in accordance with the terms of this Agreement and the Escrow Agreement). Parent will, subject to the condition set forth in the immediately preceding sentence, cause the payment described in the preceding sentence to be made to such Optionholder by check or wire transfer (as indicated in the Option Cancellation Agreement) of immediately available funds to the account designated by such holder in the Option Cancellation Agreement, subject to the tax withholding requirements described in Section 1.9.

In-the-Money Options. Each Option with an exercise price per Company Common Share less than $5.997 that remains unexercised, vested and outstanding immediately prior to the Effective Time (the “In the Money Options”) shall be converted into the right to receive an amount in cash equal to the amount obtained by multiplying (x) the number of Exercisable Shares subject to such holder’s In the Money Options by (y) the result obtained by subtracting the exercise price per share for such In the Money Options from $5.997.

In-the-Money Options. The Company and the board of directors of the Company shall take all necessary and appropriate action so that all In-the-Money Options that are outstanding and unexercised immediately prior to the Effective Time, whether or not immediately exercisable, shall, at the Effective Time, be cancelled, terminated and extinguished and converted into the right to receive, in respect of each share of Common Stock subject to such In-the-Money Option immediately prior to the Effective Time and subject to the terms and conditions of this Agreement, an amount in cash equal to: (i) the excess of the Closing Date Common Per Share Consideration over the per share exercise price of such In-the-Money Option; plus (ii) the product of (A) the Post-Closing Cash Consideration, if any, multiplied by (B) the Post-Closing Cash Consideration Fraction with respect of each share of Common Stock subject to such In-the-Money Option (as and when such cash is required to be released in accordance with Section 2.05); provided any payment made under this Section 2.03(a) shall be made in compliance with the requirements of Treasury Regulation Section 1.409A-3(i)(s)(iv).

In-the-Money Options. Each In the Money Option shall, without further action on the part of any holder thereof, be cancelled and automatically converted into the right to receive, subject to and in accordance with Section 1.4, an amount in cash, without interest, for such holder’s Company Common Stock subject to such In the Money Option equal to (1) (A) the Common Per Share Consideration; multiplied (B) by the total number of shares of Company Common Stock subject to such In the Money Option held by such holder; minus (2) the aggregate purchase price for the exercise of the In the Money Option with respect to all shares of Company Common Stock subject to such In the Money Option (the aggregate amount payable in respect of each such In the Money Option, the “Closing Option Consideration”).

In-the-Money Options. Prior to the Closing, the board of directors of the Company shall have adopted appropriate resolutions and taken all other actions necessary and appropriate to provide that each Option outstanding and unexercised immediately prior to the Effective Time under any stock option plan of the Company shall automatically and without any required action on the part of the holder thereof, be cancelled and retired and cease to exist effective as of the Effective Time, and, in exchange therefor, each former holder of any such cancelled Option and that has an exercise price per share of Company Common Stock subject thereto less than the Per Share Common Cash Payment, which are listed on Schedule 1.17(a) (each an “In the Money Option,” and collectively, “In the Money Options”), shall be entitled to receive, subject to the execution of an Optionholder Letter of Transmittal (as defined below), in consideration of the cancellation of such Option and in settlement therefor, an amount in cash (without interest and subject to any applicable withholding or other Taxes required by applicable Law to be withheld or otherwise paid by the Company) per share of Common Stock subject to such Option, whether vested or unvested as of the Closing Date, equal to (w) the Net Option Merger Consideration, plus (x) upon release from the Escrow Fund pursuant to the terms and conditions of the Escrow Agreement, the Per Share Escrow Release, plus (y) upon release from the Expense Fund, the Per Share Expense Fund Release, plus (z) the Per Share Earn-Out Payments (if any).