Treatment of Company Options and Warrants. (a) Prior to the Closing Date, the Company Board shall adopt any and all resolutions and take any and all actions which are necessary and sufficient so that at the Effective Time (i) each option to purchase Common Stock held by the Persons set forth on Schedule 1.07(a) shall be accelerated so that they shall be fully vested and exercisable, (ii) after giving effect to the acceleration contemplated in clause (i) of this Section 1.07(a), each option to purchase Common Stock (whether vested or unvested or Out-of-the-Money or not Out-of-the-Money) that has not been exercised prior to the Effective Time and that remains outstanding as of immediately before the Effective Time (the “Company Options”) shall automatically be cancelled and terminated and upon the cancellation thereof, each vested Company Option that is not Out-of-the-Money shall be converted into the right to receive an amount in cash equal to the product obtained by multiplying (A) the aggregate number of shares of Common Stock issuable upon the exercise of each such vested Company Option immediately prior to the Effective Time (including any acceleration as contemplated in Section 1.07(a)(i)), by (B) the excess of (x) the Per Share Residual Amount less (y) the exercise price per share (the “Option Exercise Price” and the sum of all such exercise prices, the “Aggregate Option Exercise Price”) of such vested Company Option (such excess amount to be paid for each such vested Company Option, an “Option Payment” and the sum of all such payments the “Aggregate Option Payment”), subject to adjustment pursuant to Section 1.08 and subject to reduction for the escrow deposit set forth in Section 1.06(e) and (iii) any and all equity incentive plans sponsored or maintained by any Acquired Company shall automatically terminate and no Person shall have any right to purchase or receive any equity interest, or right convertible into or exercisable for any equity interest, of any Acquired Company. No holder of any unvested Company Options or Out-of-the-Money Company Options shall be entitled to any Option Payment with respect thereto. Each holder of vested Company Options that are not Out-of-the-Money shall thereafter be entitled to receive, in respect of each share of Common Stock issuable upon the exercise thereof immediately prior to the Effective Time, any additional amounts payable in respect of shares of Common Stock hereunder when, as and if paid pursuant to the terms hereof (including pursuant to Section 1...
Treatment of Company Options and Warrants. (a) At the Effective Time, each Company Option that is outstanding and unexercised immediately prior to the Effective Time under the Company Equity Plan, whether or not vested, shall be converted into and become an option to purchase Parent Common Stock, and Parent shall assume the Company Equity Plan and each such Company Option in accordance with the terms (as in effect as of the date of this Agreement) of the Company Equity Plan and the terms of the stock option agreement by which such Company Option is evidenced (but with changes to such documents as Parent and the Company mutually agree are appropriate to reflect the assumption of the Company Options by Parent to purchase shares of Parent Common Stock). All rights with respect to Company Common Stock under Company Options assumed by Parent shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time: (i) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (ii) the number of shares of Parent Common Stock subject to each Company Option assumed by Parent shall be determined by multiplying (A) the number of shares of Company Common Stock that were subject to such Company Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock, (iii) the per share exercise price for the Parent Common Stock issuable upon exercise of each Company Option assumed by Parent shall be determined by dividing (A) the per share exercise price of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent and (iv) any restriction on the exercise of any Company Option assumed by Parent shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that the Parent Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each Company Option assumed by Parent. Notwithstanding anything to the contrary in this Section 3.3(a), the conversion of each Company Option (regardless of whether such option qualifies as an “incentive stock option” within the meaning of ...
Treatment of Company Options and Warrants. (a) As of the Offer Acceptance Time, each Company Option that is then outstanding and unexercised, whether or not vested, shall be cancelled. Further, with respect to those Persons holding such cancelled Company Options whose service relationship with the Company had not terminated more than three months prior to the Offer Acceptance Time, such cancelled Company Options shall be converted into the right to receive (x) a cash payment equal to (i) the excess, if any, of (A) the Closing Amount over (B) the exercise price payable per Share under such Company Option, multiplied by (ii) the total number of shares of Company Common Stock subject to such Company Option immediately prior to the Offer Acceptance Time (without regard to vesting) and (y) a CVR with respect to the total number of shares of Company Common Stock subject to such Company Option immediately prior to the Offer Acceptance Time (without regard to vesting). No holder of a Company Option that has an exercise price per Share that is equal to or greater than the Closing Amount shall be entitled to any payment with respect to such cancelled Company Option before or after the Offer Acceptance Time.
Treatment of Company Options and Warrants. (a) Effective as of the Effective Time each outstanding option to purchase shares of Company Common Stock (each a “Company Stock Option”) that is outstanding and unexercised as of immediately prior to the Effective Time shall be cancelled as of the Effective Time, whether then vested or unvested, in exchange for the right to receive a cash payment, without interest, equal to (i) the Merger Consideration, less the per-share exercise price of such option, multiplied by (ii) the number of shares of Company Common Stock subject to such Company Stock Option. Such cash payment shall be made to the holder of such option as soon as practicable after the Effective Time. For purposes of clarity, no cash payment will be made with respect to any Company Stock Option so cancelled with a per-share exercise price that equals or exceeds the Merger Consideration.
Treatment of Company Options and Warrants. (a) Effective as of the Closing, each outstanding Company Option will be cancelled in return for payment of the in-the-money value of such Company Option as of the Closing (if any) to the holder thereof, which shall be determined as set forth in Exhibit G. A condition to Buyer’s obligation to close the transactions contemplated by this Agreement shall be the execution and delivery at Closing by each holder of Company Options of an agreement (an “Option Holder Agreement”), in form and consent reasonably satisfactory to Buyer, memorializing the cancellation of such Company Options and the acknowledgement by such holder that it or he holds no other rights to acquire Company equity other than such Company Options. Sellers and the Company agree to use their best efforts to obtain executed Option Holder Agreements from each holder of Company Options as soon as possible and acknowledge that the obtaining of such Option Holder Agreements is a condition to Buyer’s obligation to close the transactions contemplated both by this Agreement and the Ohio SPA.
Treatment of Company Options and Warrants. (a) Each option to purchase shares of Company Common Stock (a “Company Option”) that is not exercised prior to the Effective Time shall be terminated in accordance with the terms of the Company’s 2006 Long-Term Incentive Plan (the “Company Option Plan”). Within a reasonable period of time following the Closing Date, the Surviving Corporation shall notify each holder of a Company Option that the shares of Company Common Stock were exchanged for no Merger Consideration and that therefore the Company Option should be considered terminated.
Treatment of Company Options and Warrants. (a) Outstanding and unexercised options to purchase Company Common Stock issued by the Company pursuant to the Company Stock Plans, whether or not then vested or exercisable (each a “Company Option”), shall be treated as follows in the Merger.
Treatment of Company Options and Warrants. (a) The Company will take all requisite action so that, at the Effective Time, each option to acquire Shares of Company Common Stock (each, a “Company Stock Option”) that is outstanding immediately prior to the Effective Time, whether or not then vested or exercisable, will be, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, the holder of that Company Stock Option or any other person, cancelled and converted into the right to receive from the Surviving Corporation as promptly as reasonably practicable after the Effective Time, an amount in cash, without interest, equal to the product of (i) the aggregate number of Shares of Company Common Stock subject to such Company Stock Option and (ii) the excess, if any, of the Merger Consideration over the per Share exercise price under such Company Stock Option, less any taxes to be withheld in accordance with Section 2.3 (the “Option Payments”); provided, that if the per Share exercise price is greater than the Merger Consideration, then such Company Stock Option will be cancelled without any payment therefor. From and after the Effective Time, any such cancelled Company Stock Option will no longer be exercisable by the former holder, but will only entitle the holder to the payment of the Option Payments.
Treatment of Company Options and Warrants. No Company Option or Company Warrant shall be assumed by Parent or Merger Sub, and each outstanding Company Option, Company Warrant, and all other Commitments of the Company, shall be canceled and terminated at the Effective Time (without regard to the exercise price thereof). Prior to the Effective Time, and subject to the reasonable review and approval of Parent, the Company shall have taken all actions necessary to effect the cancellation or termination at the Effective Time (without regard to the exercise price thereof) of the Plan, all Company Option agreements, any other similar plan or arrangement of the Company (whether written or oral, formal or informal), and all Company Warrants, including delivering all required notices and obtaining any required consents necessary to effectuate the provisions of this Section 2.9. Each holder of the Company Options and Company Warrants outstanding and unexercised immediately prior to the Effective Time shall be entitled to receive, with respect to each share underlying the Company Options and Company Warrants held by such holder: (i) the Option/Warrant Conversion Consideration and (ii) the portion of the Earn Out Amount, if any, to which such holder is entitled with respect to such underlying shares in accordance with ARTICLE 11, in each case without interest (collectively, the “Option/Warrant Merger Consideration” and together with the Common Stock Merger Consideration and the Preferred Conversion Consideration, the “Merger Consideration”).
Treatment of Company Options and Warrants. (a) Each Company Option that is outstanding as of immediately prior to the Effective Time shall accelerate and become fully vested and exercisable effective immediately prior to, and contingent upon, the Effective Time. As of the Effective Time, by virtue of the Merger and without any further action on the part of the holders thereof, Parent, Purchaser, or the Company, each Company Option that is then outstanding and unexercised shall be cancelled and converted into the right to receive, subject to applicable Tax withholding, cash in an amount equal to the product of (i) the total number of Shares subject to such Company Option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of (x) the Merger Consideration over (y) the exercise price per Share applicable to such Company Option. which amount shall be paid in accordance with Section 2.8(b). As of the Effective Time, by virtue of the Merger and without any further action on the part of the holders thereof, Parent, Purchaser, or the Surviving Corporation, each Company Option that is then outstanding and unexercised and that has a per Share exercise price that is equal to, or greater than, the Merger Consideration shall be cancelled for no consideration.
