Cancellation of Company Options. Prior to the Effective Time and as a condition precedent to Purchaser's obligation to close the Merger and as a condition precedent to any distribution of any portion of the Merger Consideration, the Company shall have received from each Option Holder written confirmation, in a form reasonably acceptable to Purchaser, that such Option Holder's Company Options will be cancelled, without exercise, upon consummation of the Merger (each an "Option Termination Agreement"); provided, however, that no Option Termination Agreement shall be required with respect to any Company Options (i) which provide that such Company Options shall terminate if not exercised within a specified period (the "Exercise Period") following delivery of written notice by the Company of a merger of the type contemplated by this Agreement (the "Option Notice"), and (ii) with respect to which the Option Notice has been given and the Exercise Period has expired prior to the Closing Date ("Excluded Options"). The Company agrees to provide the Option Notice to holders of all applicable Company Options promptly following the date of this Agreement so that the Exercise Period expires before the Expiration Date and Seller agrees to use their respective commercially reasonable efforts to obtain the Option Termination Agreements from the Option Holders with respect to all Company Options other than the Excluded Options.
Cancellation of Company Options. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof:
Cancellation of Company Options. (a) At the Effective Time, each Company Option shall have all rights thereunder cancelled, and, as consideration for the potential receipt of proceeds from the Management Incentive Plan, each holder of any cancelled Company Option shall have delivered to the Company an Option Termination Agreement in form and substance reasonably acceptable to Parent (which shall include a release of claims substantially in the form of Section 5.13.1) (each, an “Option Termination Agreement”), effective upon the Closing.
Cancellation of Company Options. (a) The Managers of the Company have taken such actions as are necessary to provide that:
Cancellation of Company Options. 45 SECTION 6.15. Change of Owners; SII Transfer................................................ 45 SECTION 6.16. Dian Yang Undertaking......................................................... 45
Cancellation of Company Options. The Company shall cause all outstanding share options and warrants of the Company to have been cancelled on or prior to the Closing Date.
Cancellation of Company Options. (a) The Board of Directors of Company has adopted resolutions to the effect that each outstanding Company Option held by each holder of a Company Option (each, an “Optionholder” and, collectively, the “Optionholders”) shall become exercisable in full. Not less than three Business Days prior to Closing, each Optionholder shall either exercise its Company Options by paying the cash exercise thereof or, as to any Company Options not so exercised, enter into an option surrender and cancellation agreement (the “Option Surrender Agreement”) pursuant to which such Optionholder shall agree (i) to cancel and exchange such Company Options for shares of Company Common Stock pursuant to Section 2.4(c) below and (ii) to sell, transfer and assign such shares of Company Common Stock to Purchaser at Closing in accordance with the terms and conditions of this Agreement.
Cancellation of Company Options. No outstanding Company Options (whether vested or unvested) shall be assumed by the Purchaser or the Surviving Corporation as a result of the Merger. At the Closing, each such outstanding Company Option, to the extent not exercised, will by virtue of the Merger, and without any further action on the part of any holder thereof, be cancelled and extinguished. Prior to the Effective Time, and subject to the review and approval of the Purchaser, the Company shall take all actions necessary to effect the cancellation of the Company Options in accordance with this Agreement.
Cancellation of Company Options. Prior to the Effective Time, the Company’s board of directors shall adopt appropriate resolutions and take all other actions necessary to (i) provide for the cancellation or exercise, effective immediately prior to the Effective Time, of all of the outstanding and unexercised Options that are Vested immediately prior to the Effective Time, in exchange for (A) a cash payment from the Surviving Corporation, without interest thereon, to each holder of Vested Options equal to the aggregate number of shares of Common Stock issuable on exercise of the Vested portion of such Options times the difference of (x) Closing Common Share Price, minus (y) the Option Strike Price with respect to such Vested Options, plus (B) a conditional amount equal to (1) such Optionholder’s Closing Percentage of the amount of the Escrow Funds available for distribution to the Equityholders pursuant to the Escrow Agreement, payable in accordance with Section 2.12, (2) such Optionholder’s Closing Percentage of the amount of any of the Stockholder Representative Reserve Fund distributable to the Equityholders in accordance with Section 2.14 and (3) such Optionholder’s Closing Percentage of the amount payable to Equityholders pursuant to Section 2.11; (ii) cancel, as of the Effective Time and without payment, all of the outstanding and unexercised Options that are not Vested immediately prior to the Effective Time and (iii) terminate the Company’s Option Plan as of the Effective Time. From and after the Effective Time, (i) each Option shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of an Option shall cease to have any rights with respect thereto, except the right of each holder of a Vested Option to receive a portion of the Merger Consideration for such Vested Option, and without interest thereon, payable to the holders of Vested Options in accordance with this Agreement and the Escrow Agreement, and (ii) no other equity incentive awards under the Option Plan or otherwise shall be outstanding. In addition to the consideration payable to the Optionholders under this Section 2.6(b), such Optionholders shall be entitled to additional payments, if any, made in accordance with Sections 2.11, 2.12 and 2.14, and as set forth in the Merger Consideration Allocation Schedule. All of the payments to Optionholders as described in this Section 2.6(b) shall be made in accordance with Section 409A of the Code, including the requir...
Cancellation of Company Options. (a) At the Effective Time, each Company Option shall have all rights thereunder cancelled and each former Holder of any cancelled In-the-Money Option in exchange therefor shall be entitled, effective upon the Closing, to (i) an amount in cash, without interest, equal to the product of (A) the Option Per Share Consideration multiplied by (B) the number of shares of Company Capital Stock subject to such In-the-Money Option and (ii) the nontransferable contingent right to receive such shares’ applicable portion of the Further Distributions, if any. Each Company Option that is not an In-the-Money Option shall be automatically cancelled for no consideration.
