Common use of Options; Warrants Clause in Contracts

Options; Warrants. (a) Immediately prior to the Effective Time, the Company shall take all actions reasonably necessary so that all Company Stock Options and Warrants to purchase shares of Company Common Stock outstanding on the date hereof under any Option Plan or Warrant Agreement, as the case may be, shall become fully vested and exercisable (whether or not currently exercisable) and, at the Effective Time, each Company Stock Option and each Warrant not theretofore exercised shall be canceled, together with any and all other rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries, or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, including, all Company Stock Options. Subject to the following sentence and Section 2.07(i), each holder of a Company Stock Option or a Warrant that is canceled pursuant to the preceding sentence shall be, in respect of each share of Company Common Stock issuable upon the exercise of such Company Stock Option or Warrant, as the case may be, entitled to a cash payment by the Surviving Corporation in an amount equal to the excess, if any, of (i) the Per Share Amount over (ii) the applicable exercise price per share of Company Common Stock issuable upon the exercise of such Company Stock Option or Warrant, as the case may be. The foregoing cash payment shall be made by the Surviving Corporation to any such holder of Company Stock Options or Warrants upon or as soon as practicable after (A) such holder's surrender of all Company Stock Options and Warrants held by such holder or (B) delivery by such holder of such holder's written agreement or acknowledgement that all Company Stock Options and Warrants held by such holder have been canceled as a result of the Merger in exchange for such cash payment. (b) Prior to the Effective Time, the Company shall take all reasonable actions that are necessary or appropriate to give effect to the transactions contemplated by Section 2.08. Without in any manner limiting the foregoing sentence, prior to the Effective Time, the Company shall use its reasonable best efforts to obtain all necessary Consents from all holders of Company Stock Options and Warrants, to the extent required by the terms of the applicable Option Plans and Warrant Agreements, or pursuant to the terms of any Company Stock Option or Warrant granted thereunder, and take all such other reasonable lawful action as may be necessary to give effect to the transactions contemplated by this Agreement, including the amendment, modification or termination of such Option Plans and Warrant Agreements in order to permit the transactions contemplated by this Agreement.

Options; Warrants. (a) Immediately At the Effective Time, the Company Incentive Plan and each of the outstanding Company Options, whether vested or unvested, shall cease to represent the right to purchase Company Common Stock and shall be assumed or exchanged by the SPAC in accordance with the terms of this Section 2.7(a). (i) At the Effective Time, each Company Option that is an incentive stock option (as defined in Section 422 of the Code) (an “Assumed Option”), whether vested or unvested, shall be assumed by the SPAC and become an option to purchase a number of shares of SPAC Subordinate Voting Shares. Each Assumed Option shall continue to have, and be subject to, the terms and conditions as were applicable to such Assumed Option immediately prior to the Effective Time (including applicable vesting, expiration and forfeiture provisions), subject to the following adjustments: (i) each such Assumed Option shall be exercisable for the number of SPAC Subordinate Voting Shares determined by multiplying (A) the number of shares of Company Stock that were issuable upon exercise of such Assumed Option immediately prior to the Effective Time by (B) the Option Conversion Ratio, with the result rounded down to the nearest whole number of SPAC Subordinate Voting Shares, and (ii) the per share exercise price for shares of SPAC Subordinate Voting Shares issuable upon the exercise of such Assumed Option shall be equal to (x) the exercise price per share of Company Stock at which such Assumed Option was exercisable immediately prior to the Effective Time divided by (y) the Option Conversion Ratio, with the result rounded up to the nearest whole cent. Consistent with the terms of the Company Incentive Plan and the documents governing the outstanding Assumed Options under such Plan, the Transaction will not terminate any of the outstanding Assumed Options. It is the intention of the Parties that the Assumed Options qualify, to the maximum extent permissible, following the Effective Time as incentive stock options as defined in Section 422 of the Code. Within five (5) Business Days following the final determination of the Closing Working Capital Statement pursuant to Section 2.17, the SPAC shall issue to each Person who, immediately prior to the Effective Time, was a holder of an outstanding Assumed Option a document in form and substance satisfactory to Sellers’ Representative evidencing the foregoing assumption of such Assumed Option by the SPAC. At or prior to the Effective Time, the Company SPAC shall take take, or cause to be taken, all actions reasonably corporate action necessary so that all Company Stock Options and Warrants to purchase reserve for issuance a sufficient number of shares of Company Common Stock outstanding on SPAC Subordinate Voting Shares for delivery of Assumed Options assigned to and assumed by it in accordance with, or otherwise to give effect to the date hereof under any Option Plan or Warrant Agreementprovisions of, as the case may be, shall become fully vested and exercisable this Section 2.7(a)(i). (whether or not currently exercisableii) and, at At the Effective Time, each vested Company Option that is not an incentive stock option (as defined in Section 422 of the Code) (a “Vested Exchanged Option”) shall be cancelled, extinguished, and represent only the right to receive a number of Buyer Exchangeable Shares equal to (i) (A) the number of shares of Company Stock Option and each Warrant not theretofore exercised shall be canceled, together with any and all other rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries, or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, including, all Company Stock Options. Subject to the following sentence and Section 2.07(i), each holder of a Company Stock Option or a Warrant that is canceled pursuant to the preceding sentence shall be, in respect of each share of Company Common Stock were issuable upon the exercise of such Company Stock Vested Exchanged Option or Warrant, as immediately prior to the case may be, entitled to a cash payment Effective Time multiplied by the Surviving Corporation in an amount equal to (B) the excess, if any, of (ix) the value of the Per Share Amount Closing Merger Consideration over (iiy) the applicable exercise price per share of Company Common Stock issuable upon the exercise of such Company Stock Vested Exchanged Option or Warrant, as the case may be. The foregoing cash payment shall be made by the Surviving Corporation to any such holder of Company Stock Options or Warrants upon or as soon as practicable after (A) such holder's surrender of all Company Stock Options and Warrants held by such holder or (B) delivery by such holder of such holder's written agreement or acknowledgement that all Company Stock Options and Warrants held by such holder have been canceled as a result of the Merger in exchange for such cash payment. (b) Prior immediately prior to the Effective Time, divided by (ii) $10.00. Such number of Buyer Exchangeable Shares shall be subject to an award agreement to be delivered to the holder of such Vested Exchanged Option within five (5) Business Days following the final determination of the Closing Working Capital Statement pursuant to Section 2.17. Such award agreement shall provide for delivery of such Buyer Exchangeable Shares to such holder on the three (3)-year anniversary of the Closing. (iii) At the Effective Time, each unvested Company Option that is not an incentive stock option (as defined in Section 422 of the Code) (an “Unvested Exchanged Option”) shall take all reasonable actions be cancelled, extinguished, and converted into a restricted unit of Buyer Exchangeable Shares (a “RSU”). The number of Buyer Exchangeable Shares underlying an RSU issued with respect to an Unvested Exchanged Option shall be equal to (i) (A) the number of shares of Company Stock that are were issuable upon exercise of such Unvested Exchanged Option immediately prior to the Effective Time multiplied by (B) the excess, if any, of (x) the value of the Per Share Closing Merger Consideration over (y) the per share exercise price of such Unvested Exchanged Option immediately prior to the Effective Time, divided by (ii) $10.00. The vesting schedule applicable to each such RSU shall continue to be the vesting schedule applicable to the Unvested Exchanged Option immediately prior to the Effective Time; provided that any monthly vesting shall be amended to provide for annual vesting on each anniversary of the grant date (e.g., if a Company Option was granted on January 1, 2020 for 480 shares and provided for vesting in equal monthly installments over a four-year period, and the Closing occurred on April 30, 2021, of the 330 unvested shares as of the Closing Date, 90 shares would vest on January 1, 2022, 120 shares would vest on January 1, 2023, and the remaining 120 shares would vest on January 1, 2024). Within five (5) Business Days following the final determination of the Closing Working Capital Statement pursuant to Section 2.17, the SPAC shall issue to each Person who, immediately prior to the Effective Time, was a holder of an outstanding Unvested Exchanged Option such documentation, in form and substance satisfactory to Sellers’ Representative, as is necessary or appropriate advisable to give effect to the transactions contemplated by Section 2.08. Without in any manner limiting evidence the foregoing sentence, exchange of such Unvested Exchanged Option. At or prior to the Effective Time, the Company SPAC shall use its reasonable best efforts to obtain all necessary Consents from all holders of Company Stock Options and Warrants, to the extent required by the terms of the applicable Option Plans and Warrant Agreementstake, or pursuant cause to the terms of any Company Stock Option or Warrant granted thereunderbe taken, and take all such other reasonable lawful corporate action as may be necessary to give effect to the transactions contemplated by provisions of this AgreementSection 2.7(a)(iii). (b) At the Effective Time, including each outstanding and unexercised PEF Warrant shall be cancelled, extinguished and converted automatically into a warrant to purchase a number of SPAC Subordinate Voting Shares equal to (i) the amendment, modification or termination number of shares of Company Stock that were issuable upon exercise of such Option Plans and PEF Warrant Agreements in order immediately prior to permit the transactions contemplated Effective Time divided by this Agreement(ii) 7.

Options; Warrants. (a) Immediately At the Effective Time, each In-the-Money Option that is issued and outstanding and vested as of immediately prior to the Effective Time (the “Cashed-Out Options”) shall be cancelled, and in consideration of such cancellation, the Surviving Corporation shall pay as promptly as practicable to such holder an amount in cash equal to the product of (i) the number of Shares for which such Option is exercisable and (ii) the excess of the Gross Per Common Share Merger Consideration over the per Share exercise price of such Option, less any amounts that must be contributed in respect of such Option into the Indemnity Escrow Fund, Adjustment Escrow Fund or Expense Fund, as provided in this Agreement and the Escrow Agreement, as applicable, which contributed amounts will be released at the respective times and subject to the contingencies specified herein and therein (the aggregate consideration to be paid to the holders of Options, subject to adjustment in accordance with Section 2.13, the “Aggregate Option Consideration”). The amounts described in this Section 2.9(a) shall be deemed to have been paid in full satisfaction of all rights pertaining to such Options. At the Effective Time, each Out-of-the-Money Option (whether vested or unvested) as of immediately prior to the Effective Time shall be cancelled without consideration payable therefor and shall be of no further force and effect. (b) At the Effective Time, each In-the-Money Option issued and outstanding that is unvested as of immediately prior to the Effective Time shall be converted into an option to purchase, on the same terms and conditions (including applicable vesting requirements) applicable to such Option under the applicable Option Plan and award agreement in effect immediately prior to the Effective Time, (i) that number of NICE Ordinary Shares, rounded down to the Company shall take all actions reasonably necessary so that all Company Stock Options and Warrants nearest whole share, equal to purchase the product determined by multiplying (A) the total number of shares of Company Common Stock outstanding on subject to such Option immediately prior to the date hereof under any Effective Time by (B) the Exchange Ratio, and (ii) at a per-share exercise price, rounded up to the nearest whole cent, equal to the quotient determined by dividing (A) the exercise price per share at which such Option Plan or Warrant Agreementwas exercisable immediately prior to the Effective Time by (B) the Exchange Ratio. (c) The Warrants shall, as the case may be, shall become fully vested and exercisable (whether or not currently exercisable) and, at of the Effective Time, each Company Stock Option be cancelled, terminated and each Warrant not theretofore exercised shall be canceled, together with any and all other rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments to issue or sell any shares of capital stock or other securities of converted into the Company or any of its Subsidiaries, or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquirereceive, any securities of and the Company or any of its Subsidiaries, including, all Company Stock Options. Subject Paying Agent shall pay to the following sentence and Section 2.07(i), each holder of a Company Stock Option or a Warrant that is canceled pursuant to the preceding sentence shall be, former Warrantholders in respect of each share of Company Common Stock issuable upon the exercise of such Company Stock Option or Warrant, as the case may be, entitled to a cash payment by the Surviving Corporation in Warrant an amount in cash equal to the product of (i) the excess, if any, of (i) the Gross Per Common Share Amount Merger Consideration over the exercise price of the Warrant and (ii) the applicable exercise price per share number of Company Shares of Common Stock issuable upon previously subject to the exercise of such Company Stock Option or Warrant, as the case may be. The foregoing cash payment shall less any amounts that must be made by the Surviving Corporation to any such holder of Company Stock Options or Warrants upon or as soon as practicable after (A) such holder's surrender of all Company Stock Options and Warrants held by such holder or (B) delivery by such holder of such holder's written agreement or acknowledgement that all Company Stock Options and Warrants held by such holder have been canceled as a result contributed in respect of the Merger Warrant into the Indemnity Escrow Fund, Adjustment Escrow Fund or Expense Fund, as provided in exchange for such cash paymentthis Agreement and the Escrow Agreement, as applicable, which contributed amounts will be released at the respective times and subject to the contingencies specified herein and therein (subject to adjustment in accordance with Section 2.13, the “Aggregate Warrant Consideration”). As of the Effective Time, the Warrants shall no longer be outstanding and shall automatically terminate and cease to exist and the Warrantholders shall cease to have any rights with respect to the Warrants, except the right to receive a portion of the Aggregate Warrant Consideration, if any. (bd) Prior to the Effective Time, the Company shall take all reasonable actions necessary to ensure that are necessary (i) the Warrants shall terminate as of the Effective Time and (ii) after the Effective Time, neither the Company nor any of its Subsidiaries is bound by any Option, Warrant or appropriate other equity-based right that would entitle any Person, other than the Parent or its Affiliates, to give effect to beneficially own, or receive any payments in respect of, any capital stock of the transactions contemplated by Company, the Surviving Corporation or any of their Subsidiaries other than as otherwise provided in this Section 2.08. Without in any manner limiting the foregoing sentence, prior 2.9. (e) Prior to the Effective Time, the Company shall use its reasonable best efforts grant equity awards to obtain all necessary Consents from all holders of Company Stock Options and Warrants, to the extent required by the terms certain employees of the applicable Option Plans and Warrant Agreements, or Company pursuant to the Option Plan on such terms and conditions as specified by Parent. Such awards shall be converted into equity awards of any Company Stock Option or Warrant granted thereunder, and take all such other reasonable lawful action NICE-Systems Ltd. as may be necessary to give effect of the Effective Time substantially in accordance with the terms provided for in Section 2.9(b) with respect to the transactions contemplated by this Agreement, including the amendment, modification or termination conversion of such Option Plans and Warrant Agreements in order to permit the transactions contemplated by this Agreementunvested In-the-Money Options into NICE Ordinary Shares.

Options; Warrants. (a) Immediately The Company shall amend (i) ATC Group Services Inc. 1988 Incentive and Non-Statutory Stock Option Plan, (ii) ATC Group Services Inc. 1993 Incentive and Non-Statutory Stock Option Plan, (iii) ATC Group Services Inc. 1995 Nonqualified Stock Option Plan, and any other program pursuant to which there are holders of options (the "Options") to purchase Shares granted by the Company (collectively, the "Stock Option Plans") to provide that all outstanding, unexercised Options shall be immediately exercisable and that if the optionees do not exercise their unexercised Options, each optionee shall receive, in settlement of each Option held by such optionee, a "Cash Amount" (less any applicable withholding taxes) with respect to the number of previously unexercised Shares underlying the Option immediately prior to the Effective Time. The Company shall use its commercially reasonable efforts to amend the Stock Option Plans to provide that each Option shall terminate as of the Effective Time. The Cash Amount payable for each Option shall equal the product of (i) the Merger Consideration minus the exercise price per Share of each such Option and (ii) the number of previously unexercised Shares covered by each such Option. (b) The Company shall provide notice to participants in the Stock Option Plans and other holders of Options to purchase Shares granted by the Company that the Company proposes to merge into another corporation; that the Optionee under the plans or program may exercise his Options in full for all shares not theretofore purchased by him prior to the Effective Time; and that the plans and program have been amended to provide that to the extent an optionee does not exercise such Options prior to the Effective Time, the optionee shall receive, in settlement of each Option held by the optionee, a "Cash Amount" (less any applicable withholding taxes) with respect to the number of previously unexercised Shares underlying the Option immediately prior to the Effective Time; that each Option shall terminate as of the Effective Time; and that the Cash Amount payable for each Option shall equal the product of (i) the Merger Consideration minus the exercise price per Share of each such Option and (ii) the number of previously unexercised Shares covered by each such Option. (c) Except as may be otherwise agreed to by Parent or Sub and the Company, the Company's Stock Option Plans shall terminate as of the Effective Time and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its Subsidiaries shall be deleted as of the Effective Time. (d) The Company shall take all actions reasonably necessary use its commercially reasonable efforts so that all Company Stock Options and Warrants following the Effective Time no holder of employee stock options will have any right to purchase shares receive Shares upon exercise of Company an employee stock option. (e) Pursuant to the terms of (i) the warrant agreement, dated October 15, 1990, relating to 568,207 Class C Redeemable Common Stock outstanding on Purchase Warrants, (ii) warrant agreements relating to 490,500 warrants issued pursuant to the date hereof merger between the Company and Aurora Environmental Inc. and (iii) the consulting agreement, dated March 14, 1997, relating to 35,000 warrants issued to First Montauk Securities Corp., the Company has issued warrants (collectively, the "Warrants") to certain persons. The holders of the Warrants shall be entitled either to exercise their Warrants for Shares in accordance with the applicable agreement under which such Warrants were issued and tender such Shares in the Offer or upon execution and delivery to the Company of a cancellation agreement in form and substance reasonably satisfactory to the Company, to receive from the Company at the Effective Time a Cash Amount equal to the product of (i) the Merger Consideration minus the exercise price per share of each such Warrant and (ii) the number of unexercised Shares covered by each such Warrant. (f) Notwithstanding anything to the contrary herein, if it is determined that compliance with any Option Plan of the foregoing would cause any individual subject to Section 16 of the Exchange Act to become subject to the profit recovery provisions thereof, any Options or Warrant AgreementWarrants held by such individual will be canceled or purchased, as the case may be, shall become fully vested and exercisable (whether or not currently exercisable) and, at the Effective Time, each Company Stock Option Time or at such later time as may be necessary to avoid application of such profit recovery provisions and each Warrant not theretofore exercised shall such individual will be canceled, together with any and all other rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments entitled to issue or sell any shares of capital stock or other securities of receive from the Company or any of its Subsidiaries, or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, including, all Company Stock Options. Subject to the following sentence and Section 2.07(i), each holder of a Company Stock Option or a Warrant that is canceled pursuant to the preceding sentence shall be, in respect of each share of Company Common Stock issuable upon the exercise of such Company Stock Option or Warrant, as the case may be, entitled to a cash payment by the Surviving Corporation in an amount in cash or other consideration satisfactory to the Surviving Corporation and such individual equal to the excess, if any, of (i) the Per Merger Consideration over the per Share Amount over (ii) the applicable exercise price per share of Company Common Stock issuable upon the exercise of such Company Stock Option or Warrant, as the case may be. The foregoing cash payment shall be made by the Surviving Corporation to any such holder of Company Stock Options or Warrants upon or as soon as practicable after (A) such holder's surrender of all Company Stock Options and Warrants held by such holder or (B) delivery by such holder of such holder's written agreement or acknowledgement that all Company Stock Options and Warrants held by such holder have been canceled as a result of the Merger in exchange for such cash payment. (b) Prior to the Effective Time, the Company shall take all reasonable actions that are necessary or appropriate to give effect to the transactions contemplated by Section 2.08. Without in any manner limiting the foregoing sentence, prior to the Effective Time, the Company shall use its reasonable best efforts to obtain all necessary Consents from all holders of Company Stock Options and Warrants, to the extent required by the terms of the applicable Option Plans and Warrant Agreements, or pursuant to the terms of any Company Stock Option or Warrant granted thereundermultiplied by the number of Shares subject thereto (less any applicable withholding taxes), and the parties hereto will cooperate and take any and all necessary actions so as to achieve the intent of the foregoing without giving rise to such other reasonable lawful action as may be necessary to give effect to the transactions contemplated by this Agreement, including the amendment, modification or termination of such Option Plans and Warrant Agreements in order to permit the transactions contemplated by this Agreementprofit recovery.