Transfer of Options. Each of the Stockholders identified on Schedule I hereto as holding options to purchase shares of Common Stock of the Company (each a "Company Option") severally (and not jointly) agrees that so long as this Agreement shall remain in effect, such Stockholder (for purposes of this Section 8, an "Optionholder") will not transfer or exercise any Company Options held by such Optionholder; PROVIDED, HOWEVER, that each Optionholder agrees to accept at the Effective Time (as defined in the Merger Agreement) an amount in respect of such Company Options equal to the product of (A) the excess, if any, of the Offer Price over the per share exercise price of each such Company Option and (B) the number of Shares subject thereto (such payment to be net of applicable withholding taxes), and each such Company Option shall thereafter be canceled.
Appears in 2 contracts
Samples: Stock Option and Tender Agreement (Wolters Kluwer Us Corp), Stock Option and Tender Agreement (Wolters Kluwer Us Corp)
Transfer of Options. Each of the Stockholders identified on Schedule I hereto as holding options to purchase shares of Common Stock of the Company (each a "Company Option") severally (and not jointly) agrees that so long as this Agreement shall remain in effect, such Stockholder (for purposes of this Section 8, an "Optionholder") will not transfer or exercise any Company Options held by such Optionholder; PROVIDEDprovided, HOWEVERhowever, that each Optionholder agrees to accept at the Effective Time Time, (as defined in the Merger Agreement) each Optionholder agrees to accept an amount in respect of such Company Options equal to the product of (A) the excess, if any, of the Offer Price over the per share exercise price of each such Company Option and (B) the number of Shares subject thereto (such payment to be net of applicable withholding taxes), ) and each such Company Option shall thereafter be canceled.
Appears in 2 contracts
Samples: Stock Option and Tender Agreement (Wolters Kluwer Us Corp), Stock Option and Tender Agreement (Ovid Technologies Inc)
Transfer of Options. Each of the Stockholders identified on Schedule I hereto as holding options to purchase shares of Common Stock of the Company (each a "Company Option") severally (and not jointly) agrees that so long as this Agreement shall remain in effect, such Stockholder (for purposes of this Section 8, an "Optionholder") will not transfer or exercise any Company Options held by such Optionholder; PROVIDEDOptionholder provided, HOWEVERhowever, that each Optionholder agrees to accept at the Effective Time Time, (as defined in the Merger Agreement) each Optionholder agrees to accept an amount in respect of such Company Options equal to the product of (A) the excess, if any, of the Offer Price over the per share exercise price of each such Company Option and (B) the number of Shares subject thereto (such payment to be net of applicable withholding taxes), ) and each such Company Option shall thereafter be canceled.
Appears in 1 contract
Samples: Stock Option and Tender Agreement (Wolters Kluwer Us Corp)