Examples of Company Unvested Options in a sentence
Immediately prior to the Effective Time, the Company shall accelerate the vesting of all Company Unvested Options and all such Company Unvested Options shall vest in full.
The total cash consideration to be delivered to the Stockholders and holders of In-the-Money Company Vested Options or Company Warrants shall equal the Merger Consideration less an amount equal to any negative Estimated Net Cash Balance and minus the aggregate Allocated Consideration with respect to shares of Common Stock subject to In-the-Money Company Unvested Options (the “Cash Consideration”).
The Company shall terminate all Company Vested Options not otherwise exercised prior to, or in connection with, the consummation of the Merger, if any, and all Company Unvested Options not otherwise assumed by Parent, as of immediately prior to the Effective Time.
Notwithstanding any other provision of this Agreement, if Parent elects, in its sole and absolute discretion to terminate Company Unvested Options pursuant to Section 1.6(c)(iii), then (A) the Merger Consideration shall be increased by the amount of the Option Payment that is attributable to the Cancelled Unvested Stock Options; and (B) the Cancelled Unvested Stock Options shall be treated as Company Vested Options for all purposes of this Agreement.
With respect to the Company Unvested Options assumed pursuant to Section 1.6(c)(i) Parent shall file with the SEC a registration statement on Form S-8 (or any successor form) relating to the shares of Parent Stock issuable pursuant to the exercise of such assumed Company Unvested Options.
As soon as reasonably practicable following the date on which Acquirer first again becomes eligible to use Form S-8 (or successor form) promulgated by the SEC under the Securities Act, Acquirer will cause the shares of Acquirer Common Stock issuable upon exercise of the Company Unvested Options assumed by Acquirer under this Agreement to be registered or to be issued pursuant to an effective registration statement on Form S-8 (or successor form).
Parent shall, effective as of the Effective Time, and by virtue of the Merger and without any action on the part of the holders thereof, either (A) assume each Company Unvested Option in accordance with terms set forth below in Section 1.6(c)(ii) or (B) cause any or all of such Company Unvested Options to terminate and cease to be outstanding in accordance with terms set forth below in Section 1.6(c)(iii).
At the Effective Time, all Company Unvested Options, that are unexpired, unexercised and outstanding immediately prior to the Effective Time, shall not be assumed by Parent and will, by virtue of the First Merger and pursuant to this agreement and the Company Option Plan, and without any further action on the part of Parent, Merger Sub, Company or the holder thereof, be terminated and cancelled for no consideration.
Schedule 2.9 contains a list of all Company Unvested Options and the number of shares of Buyer’s common stock subject to the Substitute Option that will be substituted for each such Company Unvested Option and the exercise price per share of Buyer common stock of such Substitute Option.
UK Company Unvested Options shall also be treated as Assumed Options or as Cashed Out-Options as set out in Section 1.6(c).