In-the-Money Options. A call is in the money when the underlying stock price is greater than the call’s strike price. EXAMPLE 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. EXAMPLE 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. AT THE MONEY OPTIONS Both puts and calls are at the money when the underlying stock price equals the options exercise price.
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 Comverse 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 Comverse Conversion Ratio. All other terms and conditions of these Comverse 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. Each outstanding and unexercised option to purchase New York Common Stock 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:
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:
In-the-Money Options. Pursuant to the terms of the Equity Plan, the Company Board has approved the accelerated vesting as of immediately prior to the Effective Time of certain Company Options set forth on Schedule 2.02(h)(i) of the Company Disclosure Schedule that are outstanding and exercisable, but not fully vested, as of such time (the “Vesting Acceleration”). Each Company Option or a portion thereof outstanding immediately prior to the Effective Time that is vested, outstanding and exercisable immediately prior to the Effective Time (after giving effect to the Vesting Acceleration) shall be a “Vested Option”. Each Vested Option with an exercise price per share that is less than the Closing Common Per Share Merger Consideration (each, an “In-The-Money Option”) and in respect of which an Option Cancellation Agreement has been delivered shall be converted with respect to each share of Company Common Stock subject to such In-The-Money Option into the right to receive, upon delivery of a duly executed and completed Option Cancellation Agreement in the manner provided in Section 2.05(a) and Section 2.05(b), the Closing Common Per Share Merger Consideration (less the applicable exercise price of such In-The-Money Option) and the Additional Per Share Merger Consideration, if any. After such conversion such Company Option shall automatically be canceled and retired and shall cease to exist. The aggregate amount paid or payable in respect of the cancellation of the In-The-Money Options as set forth in this Section 2.02(i)(i) is referred to herein as the “Option Consideration.”
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):
In-the-Money Options. The parties hereby amend §2(c)(iv)(H) of the Merger Agreement to read in its entirety as follows: “Buyer will cause the Surviving Corporation to deliver (i) that portion of the Closing Merger Consideration due to In the Money Optionholders, pursuant to the Closing Merger Consideration Payment Schedule, to the Surviving Corporation’s payroll vendor for distribution to In the Money Optionholders and (ii) that portion of the Closing Merger Consideration due to the Stockholders to the Paying Agent in the manner provided below in §2(e).”
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).
In-the-Money Options. Each In-the-Money Option will have been validly exercised by the holder thereof to the extent required by Section 2.1(c).
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”).
