Termination of Company Options. The Company shall have terminated each Company Option and delivered to Parent the original Option Consents.
Termination of Company Options. The Company shall have terminated (i) the Company Equity Plans and (ii) all Company Options, contingent upon the Closing and automatically effective as of immediately prior to the Effective Time. 8.13
Termination of Company Options. All Company Options shall have been cancelled or terminated as provided in Section 4.12 and the Company shall have paid no separate consideration in connection with any such cancellation or termination. Article VII
Termination of Company Options. The Company shall have (i) entered into a termination agreement with each holder of a Company Option pursuant to which all outstanding Company Options held by each such holder shall be terminated and each such holder shall no rights thereunder to purchase shares of Company Common Stock or (ii) in accordance with Section 11.3(d) of the Company Stock Plan, accelerate the expiration date of all such Company Options to a date no later than April 30, 2007 and required each such holder to exercise all such Company Options held by such holder (including, if the Company so elects in accordance thereunder, to accelerate the vesting of such Company Options) by such date.
Termination of Company Options. The Company shall have taken the necessary steps to cause the Company Equity Plans and each Company Option to terminate immediately following the deemed exercise pursuant to Section 2.11(a) and to cause there to be no rights to acquire Company Common Stock following the Closing pursuant to any Company Equity Plans and any Company Options.
Termination of Company Options. All Company Options shall have been terminated prior to the Closing.
Termination of Company Options. The Company shall take all action required to (a) effect at or prior to the Closing the cancellation, termination and extinguishment of all Company Options and (b) cause the Company Option Plan and any other option or similar equity compensation plans or arrangements of the Company to be terminated at or prior to the Closing (the “Option Termination”).
Termination of Company Options. The Company shall have provided Parent with evidence, in form and substance reasonably satisfactory to Parent, as to the termination of all outstanding Company Options and the Company Equity Plan.
Termination of Company Options. The Company shall have taken all necessary actions (under the Company Option Plans or otherwise) to effectuate the cancellation of each Company Option as contemplated pursuant to Section 1.8(a)(ix) and to ensure that, from and after the Effective Time, each holder of a Company Option outstanding as of the date of this Agreement and as of immediately prior to the Effective Time shall cease to have any rights with respect thereto (other than the rights to receive the consideration described in Section 1.8(a)(ix), subject to the terms and conditions of this Agreement) prior to or as of the Effective Time.
Termination of Company Options. At the Effective Time, each Vested Company Option and each Unvested Company Option shall terminate and be cancelled at the Effective Time. With respect to any such cancelled Company Option (or portion thereof) that is a Vested Company Option, the holder of such Vested Company Option shall be entitled to receive a cash payment (subject to all applicable withholding) equal to the product of (x) the number of shares of Company Common Stock that were issuable upon exercise of such Vested Company Option immediately prior to the Effective Time multiplied by (y) an amount equal to (1) the Per Share Amount minus (2) the per share exercise price for the shares of Company Common Stock that would have been issuable upon exercise of such Vested Company Option immediately prior to the Effective Time (with the understanding that, for purposes of this clause, if there are different exercise prices for different Company Options held by the same holder, separate calculations shall be made for each exercise price). Notwithstanding the foregoing and for the avoidance of doubt, to the extent the per share exercise price for the shares of Company Common Stock that would have been issuable upon exercise of such Vested Company Option is greater than the Per Share Amount, the Vested Company Option shall be terminated and cancelled at the Effective Time and no cash payment shall be made. The Vested Company Options shall be exchanged for a cash payment in the manner provided in Section 2.5. As promptly as practicable following the Effective Time, Parent shall deliver letters of transmittal or other exchange documentation to be executed by each holder of “in- the-money” Vested Company Options in the form attached hereto as Exhibit D (the “Vested Option Letter of Transmittal”). Each holder of “in-the-money” Vested Company Options who delivers a duly completed and validly executed Vested Option Letter of Transmittal shall promptly receive that portion of the Total Consideration which such holder has the right to receive pursuant to the terms of this Agreement with respect to their Vested Company Options. For purposes of clarity, no payment shall be made with respect to (1) any Company Option (whether vested or unvested) so terminated and cancelled with a per share exercise price that equals or exceeds the amount of the Per Share Amount, or (2) any Unvested Company Option.
