Treatment of Stock Appreciation Rights. Each stock appreciation right relating to Shares granted under the Stock Plans (a “Company SAR”), whether vested or unvested, that is outstanding immediately prior to the Effective Time shall be cancelled and shall only entitle the holder thereof to receive, within eight (8) days following the Effective Time, an amount in cash equal to the product of (i) the total number of Shares subject to the Company SAR multiplied by (ii) the excess, if any, of the Per Share Merger Consideration over the exercise price per Share under such Company SAR less applicable Taxes required to be withheld with respect to such payment. For the avoidance of doubt, each Company SAR that has an exercise price that equals or exceeds the Per Share Merger Consideration shall be cancelled and shall cease to exist without receiving any payment.
Treatment of Stock Appreciation Rights. The Company shall provide that each equity award under the Company Incentive Plan that is outstanding immediately prior to the Effective Time shall remain outstanding subject to the vesting and other restrictions set forth in the applicable award agreement and the Company Incentive Plan. Such equity awards shall be given the treatment to which they are entitled by their present terms set forth in the applicable award agreement and the Company Incentive Plan, and vesting of such equity awards shall not be accelerated by virtue of the transactions contemplated hereby.
Treatment of Stock Appreciation Rights. Prior to the Effective Time, the Board of Directors of Target (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary (including obtaining the consent of holders) to provide for the cancellation, effective at the Effective Time, of all the outstanding stock appreciation rights (the "SARs") outstanding immediately prior to the Effective Time heretofore granted under any compensation, incentive, employee or similar plan of Target or under any agreement, without any payment therefor except as otherwise provided in this Section 2.6. Immediately prior to the Effective Time, all SARs (whether vested or unvested) which are listed in Section 2.6 of the Target Disclosure Schedule shall be cancelled (and to the extent formerly so exercisable shall no longer be exercisable) and shall entitle each holder thereof, in cancellation and settlement therefor, to a payment, if any, in cash by Target (less any applicable withholding taxes), immediately prior to the Effective Time, equal to the excess, if any, of $39.00 over the price of Target Common Stock on the date of grant of such SAR.
Treatment of Stock Appreciation Rights. Immediately prior to the Effective Time, each unexpired and unexercised stock appreciation right based on the value of Shares (each, a “Company SAR”), under any Company Equity Plan, whether or not then exercisable or vested, shall be cancelled and, in exchange therefor, each former holder of any such cancelled Company SAR shall be entitled to receive, in consideration of the cancellation of such Company SAR 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 subject to such Company SAR immediately prior to such cancellation and (ii) the excess, if any, of the Merger Consideration over the base price per Share subject to such Company SAR immediately prior to such cancellation (such amounts payable hereunder being referred to as the “SAR Payments”). No holder of a Company SAR that, as of immediately prior to such cancellation, has a base price per Share that is equal to or greater than the Merger Consideration shall be entitled to any payment with respect to such cancelled Company SAR. From and after the Effective Time, each Company SAR shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the SAR Payment, if any. As soon as practicable following the Closing, but in any event on or prior to the next applicable payroll payment date (but no later than fifteen (15) days) following the Closing, the Surviving Corporation shall make by a payroll payment through the Company’s or Purchaser’s payroll provider and subject to withholding, if any, as described in Section 2.5 below to each holder of Company SARs such holder’s SAR Payment.
Treatment of Stock Appreciation Rights. As of the Acceptance Time, each Company SAR that is outstanding and unexercised immediately prior to the Acceptance Time (whether vested or unvested), shall vest in full and become payable. Prior to the Acceptance Time, the board of directors of the Company (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions that are commercially reasonable to provide that, upon the Acceptance Time, the Company SARs shall be canceled by virtue of the completion of the Offer and without any action on the part of any holder of any Company SAR, in consideration for the right at the Acceptance Time to receive, as promptly as reasonably practicable following the Acceptance Time, a cash payment with respect thereto equal to the Redemption Price (as defined in the Stock Appreciation Rights Plan or the 2010 Stock Appreciation Rights Plan, as applicable), less any required withholding Taxes (the “SAR Cash Payment” and the sum of all such payments, the “Total SAR Cash Payments”). As of the Acceptance Time, all Company SARs shall no longer be outstanding and shall automatically cease to exist, and each holder of a Company SAR shall cease to have any rights with respect thereto, except the right to receive the SAR Cash Payment. Prior to the Acceptance Time, the Company shall take the actions necessary to effectuate this Section 3.3(b), including providing holders of Company SARs with notice of their rights with respect to any such Company SARs as provided herein.
Treatment of Stock Appreciation Rights. Immediately prior to the Effective Time, each outstanding stock appreciation right (a “SAR”) relating to Shares under any Company Stock Plans, whether vested or unvested, shall, automatically and without any required action on the part of the holder thereof, be cancelled and shall only entitle the holder of such SAR to receive (without interest), at or promptly after the Effective Time, an amount in cash equal to the product of (x) the total number of Shares subject to the SAR multiplied by (y) the excess, if any, of the Per Share Merger Consideration (or the “maximum value” of any SAR, if less than the Per Share Merger Consideration) over the per Share fair market value on the date of the relevant grant under such SAR, less applicable Taxes required to be withheld with respect to such payment. For the avoidance of doubt, any SAR which has a per Share fair market value on the date of the relevant grant that is greater than or equal to the Per Share Merger Consideration shall be cancelled at the Effective Time for no consideration or payment.
Treatment of Stock Appreciation Rights. At least ten (10) Business Days prior to the Closing Date, the Company shall take all necessary actions to effect the following treatment of Company SARs.
(a) Effective at the Closing, each Vested Company SAR that is outstanding immediately prior to the Closing will be terminated and cancelled and, in full consideration of such cancellation, converted into, and represent only, the right to receive an amount in cash equal to the excess, if any, of the SAR Value over the applicable exercise price of the Vested Company SAR, multiplied by the number of Company Shares subject to such Vested Company SAR (such cash payment, the “SAR Cash Proceeds”). Prior to the Closing, the Company and TopCo may direct that the applicable transactions set forth in Section 2.6(b), (c) and (d) be deemed to occur simultaneously with the cancellation of the Vested Company SARs, respectively, as set forth in in the preceding sentence, provided, that all such transactions shall occur effective and completed in full at the Closing.
(b) Effective at the Closing, certain recipients of SAR Cash Proceeds shall be permitted or required, as applicable, to re-invest a portion of such SAR Cash Proceeds in TopCo Ordinary Shares as follows: (i) each Management Member shall purchase the number of TopCo Ordinary Shares equal to 50% of the SAR Cash Proceeds to be received by such Management Member (determined on a pre-Tax basis) divided by the TopCo Ordinary Share Value; (ii) each Active Employee shall purchase the number of TopCo Ordinary Shares equal to 25% (and, at their election, provided such election is made no later than 10 days prior to the Closing, shall be permitted to purchase the number of TopCo Ordinary Shares equal to 50%) of the SAR Cash Proceeds to be received by such Active Employee (determined on a pre-Tax basis) divided by the TopCo Ordinary Share Value; and (iii) the Other Founder shall be permitted, at the discretion of the Company, to purchase the number of TopCo Ordinary Shares equal to up to 50% of the SAR Cash Proceeds to be received by such Other Founder (determined on a pre-Tax basis) divided by the TopCo Ordinary Share Value.
(c) Effective at the Closing, for each TopCo Ordinary Share purchased by the re-investment of SAR Cash Proceeds by a Management Member, Active Employee and Other Founder, pursuant to Section 2.6(b), TopCo will grant such individual an option to purchase two TopCo Ordinary Shares under the TopCo Equity Plan (as defined below), with an exercise price ...
Treatment of Stock Appreciation Rights. At the Effective Time, with respect to each outstanding stock appreciation right (a “Company SAR”) granted under the Company Stock Plan, that was outstanding immediately prior to the Effective Time, whether vested or unvested, (i) if the exercise price of such Company SAR is equal to or greater than the Merger Consideration, such Company SAR shall terminate and be cancelled as of immediately prior to the Effective Time, without any consideration being payable in respect thereof, and have no further force or effect and (ii) if the exercise price of such Company SAR is less than the Merger Consideration, such Company SAR shall terminate and be cancelled as of immediately prior to the Effective Time in exchange for the right to receive, in accordance with this Section 4.5(b), a lump sum cash payment in the amount equal to (i) the number of Shares underlying such Company SAR immediately prior to the Effective Time, multiplied by (ii) the Merger Consideration minus the applicable exercise price (the product of (i) and (ii), the “SAR Payment”). The SAR Payment (if any) payable under this Section 4.5(b) shall be paid to each former holder of a Company SAR through the Surviving Corporation’s payroll as soon as practicable following the Effective Time (but in any event not later than ten (10) Business Days thereafter), net of any Taxes withheld pursuant to Section 4.2(f).
Treatment of Stock Appreciation Rights. (a) At the Effective Time, each stock appreciation right (each, a “Company SAR”) granted under the Company’s 2010 Omnibus Incentive Plan (the “Company Incentive Plan”) or otherwise that is outstanding immediately prior to the Effective Time shall be canceled and, in exchange therefor, the Surviving Company shall pay to each former holder of any such canceled Company SAR as soon as practicable following the Effective Time an amount in cash (without interest, and subject to deduction for any required withholding Tax in accordance with Section 2.5) equal to the product of (i) the excess of the Merger Consideration over the applicable exercise price of such Company SAR and (ii) the number of Shares subject to such Company SAR; provided, that if the exercise price of any such Company SAR is equal to or greater than the Merger Consideration, such Company SAR shall be canceled without any cash payment being made in respect thereof. To the extent not previously terminated, at the Effective Time, the Company Incentive Plan shall be terminated.
(b) Prior to the Effective Time, the Company shall take all actions necessary to effectuate the provisions of this Section 2.2.
Treatment of Stock Appreciation Rights. Each stock appreciation right with respect to Shares granted under the Fire Stock Plans (each, a “Fire SAR”), whether vested or unvested, that is outstanding immediately prior to the Effective Time shall, as of the Effective Time, cease to represent a stock appreciation right with respect to Shares and shall be converted, at the Effective Time, into a stock appreciation right with respect to that number of New Holdco Ordinary Shares equal to the number of Shares subject to such Fire SAR immediately prior to the Effective Time, at an exercise price per share equal to the per share exercise price applicable to such Fire SAR immediately prior to the Effective Time (as converted, a “New Holdco SAR”) and, except as required in order to comply with applicable Law, such New Holdco SAR will continue to have, and be subject to, the same terms and conditions that were applicable to the corresponding Fire SAR immediately prior to the Effective Time (including settlement in cash or shares, as applicable).
