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 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 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. 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. As of immediately prior to the Effective Time, without any action on the part of any holder and conditioned upon the occurrence of the Effective Time, each Company Stock Option, whether vested or unvested, that constitutes an In the Money Option and that is outstanding immediately prior to the Effective Time shall be cancelled and, in exchange therefor, the Surviving Corporation shall pay or shall cause to be paid to each former holder of any such cancelled In the Money Option (i) an amount in cash, without interest, and subject to deduction for any required withholding Tax, equal to the product of (x) an amount equal to the excess of the Closing Amount over the exercise price per Share under such Company Stock Option and (y) the number of Shares subject to such Company Stock Option (such amount, the “Company Stock Option Cash Consideration”), plus (ii) one CVR with respect to each Share subject to such In the Money Option. Parent shall cause the Surviving Corporation to pay or cause to be paid the Company Stock Option Cash Consideration at or reasonably promptly after the Effective Time (but in no event later than ten Business Days after the Effective Time), with such amounts payable in respect of the CVRs paid in accordance with the CVR Agreement.

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. 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. 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. 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. 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.