Payments in Respect of Options. Each Option vested and exercisable immediately prior to the Effective Time and cancelled pursuant to Section 2.10 shall, upon cancellation, be converted into the right to receive an amount in cash equal to the product of (i) the number of shares of Company Common Stock subject to such Option and (ii) the excess, if any, of the Merger Consideration for Company Common Stock over the exercise price per share subject or related to such Option. All other Options shall be cancelled without payment immediately prior to the Effective Time.
Payments in Respect of Options. Subject to Section 6.8(a) in respect of the Seller Representative Reserve, any Merger Consideration paid to holders of the Vested Options in respect of their surrendered Vested Options pursuant to this Agreement (i) shall be treated as compensation paid by the Surviving Corporation or its applicable Subsidiary as and when received by the holder thereof to whom such payment is due (which, for the avoidance of doubt, shall be the Closing Date with respect to the Seller Representative Reserve and when released to such holder in the case of the Net Adjustment Amount, the Indemnity Escrow Fund, and amounts under Section 6.7), (ii) shall be net of any Taxes withheld pursuant to Section 2.14, (iii) for payments in respect of surrendered Vested Options that were granted to the Holder in the Holder’s capacity as an employee of the Company or one of its Subsidiaries for applicable employment Tax purposes (“Employee Options”), shall be paid through the payroll of the Surviving Corporation or its applicable Subsidiary and reported on IRS Form W-2, and (iv) for payments in respect of surrendered Vested Options that are not Employee Options, shall be paid by physical check (and not through payroll) and reported on IRS Form 1099-MISC.
Payments in Respect of Options. Any payments made in respect of Company Options pursuant to this Agreement (A) shall be treated as compensation paid by the Company as and when received by the former holder of the Company Option to whom such payment is due (which, for the avoidance of doubt, shall be the Closing Date with respect to the Contingency Amount, and when released to the holder of the Option in the case of payments pursuant to Section 1.5(f), or upon release of funds from the Escrow Account), (B) shall be net of any Taxes withheld pursuant to Section 1.10, and (C) shall be made through the Surviving Corporation’s payroll systems at the time such payment is made. Any applicable withholding Taxes in respect of the portion of the Contingency Amount allocable to the former holders of Company Options will be withheld from the Aggregate Company Option Payment Amount payable at the Closing when distributed through the Surviving Company’s payroll system in accordance with Section 1.3(a)(ii).
Payments in Respect of Options. On the Closing Date, upon the terms and conditions of this Agreement, Buyer shall (A) (i) pay, or cause to be paid, to the Company cash in an amount equal to sixty percent (60%) of the aggregate Net Exercise Value payable to all Optionholders who hold Options that are outstanding and unexercised immediately prior to Closing in accordance with Section 2.7(c), and (ii) cause the Interim Corporation or its successor to pay, or cause to be paid, to each Optionholder, the cash amount set forth opposite such Optionholder’s name on the Allocation Statement (which amount shall be equal to sixty percent (60%) of the Net Exercise Value with respect to the Options held by such Optionholder, subject to deduction of any applicable withholding Tax for both the cash payment and Buyer Common Stock issuance set forth in this Section 3.1(c)), such payments to be made by the Company on the next payroll date after receipt of an Equityholder Acknowledgment from such Optionholder, which such payroll date shall not be less than fourteen (14) Business Days after receipt of such Equityholder Acknowledgement and (B) issue, or cause to be issued an aggregate number of shares of Buyer Common Stock equal to forty percent (40%) of the Net Exercise Value with respect to the Options held by such Optionholder, as set forth opposite such Optionholder’s name on the Allocation Statement in book-entry form through DTC, following, and subject to, receipt of the Equityholder Acknowledgment.
Payments in Respect of Options. On the Closing Date, upon the terms and conditions of this Agreement, Buyer shall pay to the Company an amount equal to the aggregate Closing Option Payment payable to all Optionholders, which the Surviving Corporation shall pay to the Optionholders, upon delivery of an Optionholder Acknowledgement in the form attached hereto as Exhibit B, within five (5) Business Days following the Closing Date, after deduction of applicable Taxes pursuant to Section 3.3. From time to time in accordance with Section 3.2 and upon receipt from the Stockholders’ Representatives of any portion of the Holdback attributable to the Optionholders, Buyer shall cause the Surviving Corporation to pay to the Optionholders, after deduction of applicable Taxes pursuant to Section 3.3, any Post-Closing Per Share Price attributable to the Optionholders.
Payments in Respect of Options. On the Closing Date, upon the terms and conditions of this Agreement, (i) Buyer shall pay to the Company an amount equal to the aggregate Net Exercise Value payable to all Optionholders and (ii) the Surviving Corporation shall pay to each Optionholder following receipt of an optionholder acknowledgment in the form attached hereto as Exhibit A (the “Optionholder Acknowledgment”) the applicable amount, if any, to be paid to such Optionholder in accordance with Section 2.7(b), after deduction of applicable Taxes pursuant to Section 3.3, such payments to be made within five (5) Business Days following the Surviving Corporation’s receipt of an Optionholder Acknowledgment from such Optionholder.
