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.
Termination of Company Options. At the Effective Time: (i) each Company Option shall be accelerated so that it shall be fully vested and exercisable; (ii) any and all equity incentive plans sponsored or maintained by any Acquired Company shall be terminated and no Person shall have any right to purchase or receive any equity or payment interest, or right convertible into or exercisable for any equity or payment interest, of any Acquired Company; (iii) after giving effect to the accelerated vesting and exercisability contemplated by clause (i) of this Section 2.2(a), each Company Option that has not been exercised prior to the Effective Time shall automatically be cancelled and terminated and upon the cancellation thereof, each Company Option that is not an Underwater Option shall be converted into the right to receive, for each share of Company Common Stock subject to such Company Option:
(A) an amount in cash equal to (1) the Per Share Amount, minus (2) the exercise price per share of Company Common Stock subject to such Company Option (such amount, an “Option Payment” and the sum of all such payments, the “Aggregate Option Payment”), minus (3) the Escrow Contribution Amount with respect to such share of Company Common Stock subject to such Company Option;
(B) any cash disbursements required to be made from the Escrow Fund with respect to such Company Option to the former holder thereof in accordance with Section 9.9, as and when such disbursements are required to be made; and
(C) any additional amount that may be required to be paid by Parent in cash with respect to such Company Option to the former holder thereof in accordance with Section 2.3(f), Section 9.8 and Section 10.5, as and when such payment is required to be made. No holder of any Underwater Options shall be entitled to any Option Payment with respect thereto. All consideration to be received by the holders of Withholding Options pursuant to this Section 2.2(a) shall be paid to and distributed by the Surviving Corporation promptly after the Effective Time, treated as compensation by it and shall be net of any applicable Taxes withheld pursuant to Section 2.9. All consideration to be received by the holders of Company Options that are not Withholding Options pursuant to this Section 2.2(a) shall be, subject to each such holder first providing all documentation required by Parent (including an IRS Form W-9 or any successor form), paid to and distributed by the Paying Agent to such Company Optionholder. Prior to the Closing, t...
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 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
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. All Company Options shall have been terminated prior to the Closing.
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 Company Options (including Non-Plan Options) issued to the parties identified on Schedule 6.12.
Termination of Company Options. Upon the purchase of the Company Options pursuant to this Agreement, any and all right, title and interest in and to the Company Options (and any and all rights in and to the shares of Company Stock underlying such Company Options), as evidenced by the Stock Option Agreements or otherwise, be and they hereby are canceled, terminated and extinguished by the Company and are rendered null and void and of no further force or effect.
