Treatment of Outstanding Options. Prior to the Effective Time, the Board shall take all actions necessary to provide that immediately prior to the Effective Time, each outstanding option then outstanding, whether or not then exercisable, shall be cancelled, and the holder thereof shall be entitled to receive at the Effective Time or as soon as practicable thereafter from the Surviving Corporation in consideration for such cancellation an amount in cash equal to the product of (a) the number of Shares subject to such outstanding option and (b) the excess, if any, of $14.75 over the exercise price per Share subject to such outstanding option. EFFECTIVE TIME OF THE MERGER As soon as practicable after all conditions to the Merger have been satisfied or, if permissible, duly waived, the Merger will be consummated and become effective at the time at which the Merger Agreement or a certificate of merger, in lieu thereof (the "Certificate of Merger") to be filed pursuant to the DGCL is filed with, and is accepted for filing by, the Secretary of State of the State of Delaware, or such later date and time 19 27 as may be specified in the Certificate of Merger (the "Effective Time"). See "THE MERGER -- Conditions; Waivers." PAYMENT FOR SHARES At or prior to the Effective Time, Harcxxxx xxxll designate a bank or trust company to act as agent for the holders of Shares (other than Shares held in the treasury of the Company and Shares held of record by Harcourt, NEC, Merger Sub or any other direct or indirect wholly-owned subsidiary of Harcourt or of the Company) in connection with the Merger (the "Exchange Agent"), to receive the Merger Consideration to which holders of such Shares may become entitled, some or all of which funds may be invested by the Exchange Agent in certain permitted investments. As soon as practicable after the Effective Time, the Exchange Agent will mail to each record holder of a certificate or certificates which immediately prior to the Effective Time represented issued and outstanding Shares other than Dissenting Shares (the "Certificates") (other than Harcourt or any direct or indirect wholly-owned subsidiary of Harcourt or of the Company) a form of letter of transmittal which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon proper delivery of the Certificates to the Exchange Agent, together with instructions for use in surrendering such Certificates and receiving the Merger Consideration therefor. Upon the surrend...
Treatment of Outstanding Options. Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, a committee thereof) shall adopt appropriate resolutions and take all other actions necessary to provide that, immediately prior to the Effective Time, each Outstanding Option (as defined herein) then outstanding, whether or not then exercisable, shall be cancelled, and the holder thereof shall be entitled to receive at the Effective Time or as soon as practicable thereafter from the Surviving A-2 39 Corporation in consideration for such cancellation an amount in cash equal to the product of (a) the number of Shares previously subject to such Outstanding Option and (b) the excess, if any, of $14.75 over the exercise price per Share previously subject to such Outstanding Option. SECTION 1.9
Treatment of Outstanding Options. Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, a committee thereof) shall adopt appropriate resolutions and take all other actions necessary to provide that, immediately prior to the Effective Time, each Outstanding Option (as defined herein) then outstanding, whether or not then exercisable, shall be cancelled, and the holder thereof shall be entitled to receive at the Effective Time or as soon as practicable thereafter from the Surviving Company in consideration for such cancellation an amount in cash equal to the product of (a) the number of Shares previously subject to such Outstanding Option and (b) the excess, if any, of U.S.$1.20 over the exercise price per Share previously subject to such Outstanding Option (the “Option Merger Consideration”). If such product is equal to or less than zero, such Outstanding Option shall be cancelled and the holder thereof shall receive no consideration in respect thereof.
Treatment of Outstanding Options. Each outstanding option held by the Executive under the Corporation’s 1995 Stock Option/Stock Issuance Plan on his Termination Date under the Separation Agreement (the “Option”), including any portion of the Option which remains unvested as of the Termination Date, shall continue to remain outstanding and may be exercised (including with respect to shares that may vest in accordance with Paragraph 3 below) during the period specified in the Separation Agreement. However, except as otherwise provided under Paragraph 3 below, the Executive shall not vest in any such Option during the period the Executive provides services under this Amendment or the Consulting Agreement.
Treatment of Outstanding Options. Subject to your continued service on the Board (or such other service relationship permitted under the Company’s 2011 Stock Incentive Plan or 2017 Stock Option and Incentive Plan, as applicable), your outstanding stock options shall continue to vest, including without limitation those explicitly referenced in the Employment Agreement. In the event of a Change in Control (as defined in the Employment Agreement), or in the event you are removed or not re-nominated and re-elected to the Board following the completion of your current term (currently expected to expire at the annual meeting of stockholders to be held in 2021), then all your outstanding stock options, including without limitation those explicitly referenced in the Employment Agreement, shall immediately accelerate and become fully exercisable, effective as of the Change in Control or such annual meeting of stockholders, as applicable.
Treatment of Outstanding Options. Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, a committee thereof) shall adopt appropriate resolutions and take all other actions necessary to provide that, immediately prior to the Effective Time, each Outstanding Option (as defined in Section 2.4) prior to the Effective Time shall, by virtue of the Merger, be treated as follows:
Treatment of Outstanding Options. Set forth on Schedule 2.31 is a list of Options outstanding as of the date of this Agreement showing the number of shares of Seller Common Stock underlying each Option and identifying the person holding such Option. With respect to the Options outstanding as of the date of this Agreement, all of such Options, whether or not then vested or exercisable in accordance with their terms, will become exercisable in full at or immediately before the Effective Time. With respect to employees of the Seller who hold Options and who receive Option Settlement Amounts as provided in Section 5.11, the Option Settlement Amounts will be reportable on a Form W-2 to be filed with the IRS, and, with respect to non-employees of the Seller who hold Options and who receive Option Settlement Amounts as provided in Section 5.11, the Option Settlement Amounts will be reportable on a Form 1099 filed with the IRS. There are no "limited rights" outstanding under the Seller Stock Option Plan, as such term is defined in the Seller Stock Option Plan.
Treatment of Outstanding Options. SmarterKids Warrants, and SmarterKids Employee Stock Purchase Plan.
Treatment of Outstanding Options. (a) As of the Closing, each outstanding option (a "COMPANY OPTION") under the Adjacency, Inc. 1998 Stock Option Plan (the "COMPANY OPTION PLAN"), whether vested or unvested, shall be assumed by the Buyer and deemed to constitute an option (a "BUYER OPTION") to acquire, on the same terms and conditions as were applicable under such Company Option immediately prior to the Closing, such number of shares of Buyer Common Stock as is equal to the number of shares of Class B Common (as defined below) subject to such Company Option immediately prior to the Closing multiplied by the Exchange Ratio (with any fraction resulting from such multiplication to be rounded down to the nearest whole number), at an exercise price per share equal to the per share exercise price of such Company Option immediately prior to the Closing divided by the Exchange Ratio (with any fraction resulting from such multiplication to be rounded up to the nearest whole cent); PROVIDED, HOWEVER, that in the case of any Company Option to which Section 422 of the Internal Revenue Code of 1986, as amended (the "CODE") is intended to apply, the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in a manner consistent with Section 424(a) of the Code. Except as otherwise provided in this Section 1.6, the term, exercisability, vesting schedule, acceleration events, status as an "incentive stock option" under Section 422 of the Code, if applicable, and all of the other terms of the Company Options shall otherwise remain unchanged.
Treatment of Outstanding Options. All outstanding Company Options as of the Closing shall be treated in accordance with the procedures set forth in Section 2.6.2 hereof.
