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. 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 will have been validly exercised by the holder thereof to the extent required by Section 2.1(c).

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. 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 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. 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.”