Post-Closing In-The-Money Options Sample Clauses

Post-Closing In-The-Money Options. Each Post-Closing In-The-Money Option that is issued and outstanding immediately prior to the Effective Time will be cancelled pursuant to an Option Cancellation Agreement and converted into the right to receive the Per In-The-Money Option Consideration (as, if and when such amounts are required to be paid to the Post-Closing In-The-Money Options in accordance with this Agreement); and

Post-Closing In-The-Money Options. At the Effective Time, pursuant to the terms of the Company Equity Plan and subject to the terms and conditions of this Agreement (including Section 2.8 hereof concerning Tax withholding obligations, if applicable), each Post-Closing In the Money Option that is outstanding and unexercised immediately prior to the Effective Time (whether vested or unvested), shall be (by virtue of the First Merger and without any action on the part of Parent, Merger Sub, the Company, the Subsidiaries, any Company Optionholder or any other Person) cancelled, extinguished and converted automatically and entirely into the right to receive, if and only if one or more Post-Closing Payments is paid pursuant to Section 2.4(d) hereof, with respect to each Company Optionholder’s Post-Closing In the Money Options, an amount of consideration equal to (i) the amount such Company Optionholder would have received as the holder of the number of shares of Company Common Stock underlying such holder’s Post-Closing In The Money Options pursuant to Section 2.3(a)(iii) if such Post-Closing In The Money Options had been exercised in full without regard to vesting, minus (ii) the aggregate exercise price for the shares of 4898-3834-0359.9 Company Common Stock underlying such Post-Closing In The Money Company Options; provided, however, that no consideration shall be due and payable under this Section 2.3(a)(iv)(2) in respect of any Post-Closing In The Money Option if the particular Post-Closing Payment (when combined with the Closing Payment and any previously made Post-Closing Payments) would result in such amount being $0 or negative (i.e., less than $0) (it being acknowledged and agreed that any such Post-Closing In The Money Option would remain eligible to receive positive amounts in connection with a subsequent Post-Closing Payment).