Common use of Treatment of Company Options Clause in Contracts

Treatment of Company Options. Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, immediately prior to the Effective Time, each unexpired and unexercised option to purchase Shares (the “Company Options”), under any stock option plan of the Company, including the 2006 Equity Incentive Plan or the 2010 Equity Incentive Award Plan, or any other plan, agreement or arrangement (the “Company Stock Option Plans”), whether or not then exercisable or vested, shall be cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option and in settlement therefor, a payment in cash (subject to any applicable withholding or other Taxes required by applicable Law) of an amount equal to the product of (i) the total number of Shares previously subject to such Company Option and (ii) the excess, if any, of the Merger Consideration over the exercise price per Share previously subject to such Company Option (such amounts payable hereunder being referred to as the “Option Payments”). From and after the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the Option Payment. For purposes of clarity, no payment shall be made with respect to any Company Option so cancelled with a per-share exercise price that equals or exceeds the amount of the Merger Consideration.

Treatment of Company Options. Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, immediately prior to the Effective Time, each unexpired and unexercised Each outstanding option to purchase Shares (the each, a “Company OptionsOption”), under ) granted pursuant to any stock option equity incentive plan of the Company, including the 2006 Company’s Long-Term Equity Incentive Plan or the 2010 Equity Incentive Award Plan, or Long-Term Performance-Based Incentive Plan and any other plan, agreement or arrangement of the Company or any Company Subsidiary (collectively, the “Company Stock Option Equity Plans”), whether or not then exercisable or vestedshall, shall without any action on the part of the holder thereof, be fully vested and cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option settlement therefor and in settlement thereforfull satisfaction thereof, a payment in cash (subject to any applicable withholding or other Taxes required by applicable Lawin accordance with Section 2.2(e)) of an amount equal to the product of (i) the total number of Shares previously subject to such Company Option and (ii) the excessamount, if any, of by which the Merger Consideration over exceeds the exercise price per Share previously subject to such Company Option (such amounts payable hereunder being referred to as hereunder, the “Option Payments”). In each case, the Option Payment shall be made within five (5) Business Days after the Closing Date. From and after the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the Option Payment. For purposes of clarity, no payment No interest shall be made paid or accrued on any cash payable with respect to any Company Option so cancelled with a per-share exercise price that equals or exceeds the amount of the Merger ConsiderationOption.

Treatment of Company Options. Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, immediately prior to the Effective Time, each unexpired and unexercised option to purchase Shares (the “Company Options”), under any stock option plan of the Company, including the 2006 Equity Amended and Restated Salix Pharmaceuticals, Ltd. 2014 Stock Incentive Plan or the 2010 Equity Incentive Award Plan, Salix Pharmaceuticals, Ltd. 2005 Stock Plan, Salix Pharmaceuticals, Ltd. 1996 Stock Option Plan or any other plan, agreement or arrangement (the “Company Stock Option Plans”), whether or not then exercisable or vested, shall be cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option and in settlement therefor, a payment in cash (subject to any applicable withholding or other Taxes required by applicable LawLaw to be withheld in accordance with Section 2.2(e)) of an amount equal to the product of (i) the total number of Shares previously subject to such Company Option and (ii) the excess, if any, of the Merger Consideration over the exercise price per Share previously subject to such Company Option (such amounts payable hereunder being referred to as the “Option Payments”). From and after the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the Option Payment. For purposes of clarity, no payment shall be made with respect to any Company Option so cancelled with a per-share exercise price that equals or exceeds the amount of the Merger Consideration.

Treatment of Company Options. Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, immediately prior to the Effective Time, each unexpired and unexercised Each outstanding option to purchase Shares (the each, a “Company OptionsOption”), under ) granted pursuant to any stock option equity incentive plan of the Company, including the 2006 Equity Company’s 2011 Omnibus Stock and Incentive Plan or the 2010 Equity Incentive Award Plan, or 2006 Omnibus Stock and Incentive Plan, Amended and Restated 1994 Outside Director Stock Option Plan and any other plan, agreement or arrangement of the Company or any Company Subsidiary (collectively, the “Company Stock Option Equity Plans”), whether or not then exercisable or vestedshall, shall without any action on the part of the holder thereof, be fully vested and cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option settlement therefor and in settlement thereforfull satisfaction thereof, a payment in cash (subject to any applicable withholding or other Taxes required by applicable Lawin accordance with Section 2.2(e)) of an amount equal to the product of (i) the total number of Shares previously subject to such Company Option and (ii) the excessamount, if any, of by which the Merger Consideration over exceeds the exercise price per Share previously subject to such Company Option (such amounts payable hereunder being referred to as hereunder, the “Option Payments”). In each case, the Option Payment shall be made within five (5) Business Days after the Closing Date. From and after the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the Option Payment. For purposes of clarity, no payment No interest shall be made paid or accrued on any cash payable with respect to any Company Option so cancelled with a per-share exercise price that equals or exceeds the amount of the Merger ConsiderationOption.

Treatment of Company Options. Prior to As of the Effective Time, unless otherwise agreed between Parent and any individual holder of a Company Option, each Company Option (whether or not vested) that is outstanding shall be canceled and shall entitle the Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary and appropriate holder thereof to provide that, immediately prior to receive in exchange therefore as soon as practicable following the Effective Time, each unexpired and unexercised option to purchase Shares (the “Company Options”), under any stock option plan of the Company, including the 2006 Equity Incentive Plan or the 2010 Equity Incentive Award Plan, or any other plan, agreement or arrangement (the “Company Stock Option Plans”), whether or not then exercisable or vested, shall be cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option and in settlement therefor, a payment an amount in cash (subject to any applicable withholding or other Taxes or other amounts required by applicable LawLaw to be withheld) of an amount equal to the product of (i) the total number of Shares previously shares of Company Common Stock subject to such Company Option (treating all performance conditions as having been met) and (ii) the excess, if any, of the Merger Consideration Consideration, over the exercise price per Share previously subject to share of Company Common Stock underlying such Company Option (such amounts payable hereunder being referred to as the “Option PaymentsCash Payment”). From Without limiting the generality of the foregoing, as of the Effective Time, each Company Option having an exercise price per share equal to or more than the Merger Consideration shall be canceled and after the holder thereof shall not be entitled to any payment or other consideration in respect thereof. Following the Effective Time, any such cancelled Company Option canceled in accordance with this Section 3.3 shall no longer be exercisable by the former holder thereof, but and shall only entitle such the Company Option holder to the payment Option Cash Payment, which shall be paid as of, or promptly following, the Effective Time. The Surviving Corporation shall pay, or shall cause one of its Subsidiaries to pay, the Option Payment. For purposes of clarity, no payment shall be made with respect to any Company Option so cancelled with a per-share exercise price that equals or exceeds Cash Payment through its payroll system as soon as practicable following the amount of the Merger ConsiderationEffective Time.