Common use of Cancellation of Options Clause in Contracts

Cancellation of Options. Prior to the Closing, the Company shall take all actions to provide for the cancellation, effective at the Closing, subject to the payment as provided for herein, of all Options set forth under the heading “Cancelled Options” opposite each Option Holder’s name on Exhibit A attached hereto (the “Cancelled Options”). Immediately prior to the Closing, each Cancelled Option (as set forth on Exhibit A), shall no longer be exercisable for the purchase of shares of Common Stock but shall entitle each holder thereof, in cancellation and settlement therefor, to a payment by the Company in cash, at the Closing, equal to (i) the product of (x) the total number of shares of Common Stock that would have otherwise been issuable upon the exercise of such Cancelled Option, and (y) the Per Share Equity Value, minus (ii) the aggregate exercise price payable upon exercise in full of such Cancelled Option. It shall be a condition precedent to the right of any Cancelled Option Holder to receive the consideration contemplated by the preceding sentence in respect of such Cancelled Option Holder’s Cancelled Options, that such Cancelled Option Holder execute an Option Cancellation Agreement with respect thereto, and the Company shall take all actions reasonably requested by Purchaser to provide for the execution of all Option Cancellation Agreements prior to Closing. Any payments made to the Option Holders under this Agreement, the Earn-Out Agreement and the Option Cancellation Agreements (including any amounts to be distributed from the Adjustment Escrow Account to such Option Holders) shall be subject to reduction as required by applicable federal and state withholding Laws, and all such withheld amounts shall be paid to the Company and thereafter remitted by the Company to the applicable Taxing Authorities promptly following the date of payment. The vesting schedule of all Cancelled Options shall be accelerated so that 100% of the Cancelled Options shall be vested on the Closing Date.

Cancellation of Options. Immediately prior to the Closing Date and in accordance with the terms and subject to the conditions of the applicable Option Cancellation Agreement, each Option granted under the Option Plan, which is outstanding, vested and exercisable immediately prior to the Closing, shall be canceled by the Company and converted into the right to receive the applicable Option Cancellation Amount as set forth therein in consideration for such cancellation. The amounts (after withholding) owed by the Company to Optionholders for their cancelled Options under this Section 1.03, shall be paid to such Optionholders by the Company at Closing in accordance with the terms and conditions of the Option Cancellation Agreements, which payments shall be funded from the Purchase Price. The Company shall take all actions required to cause the cancellation of all unvested Options outstanding at or as of the Closing (each, an “Unvested Option”), with effect as of the Closing without any Liability to Buyer or the Company in accordance with the terms thereof (or as amended, if necessary, to effect the foregoing). At the Closing, each Unvested Option shall terminate and cease to be outstanding without payment of consideration therefor and each holder thereof shall cease to have any rights with respect thereto. At or prior to the Closing, the Company shall terminate all plans or other arrangements pursuant to which any Options have been granted and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the Company’s equity securities shall be canceled as of the Closing. Prior to the Closing, the Company shall take all actions ensure that following the Closing no participant in any option plan or other plans, programs or arrangements shall have any right thereunder to provide for acquire any equity securities of the cancellation, effective at the Closing, subject to the payment as provided for herein, of all Options set forth under the heading “Cancelled Options” opposite each Option Holder’s name on Exhibit A attached hereto (the “Cancelled Options”)Company. Immediately prior to the Closing, each Cancelled Option (as set forth on Exhibit A), shall no longer be exercisable for the purchase of shares of Common Stock but shall entitle each holder thereof, in cancellation and settlement therefor, to a payment by the Company in cash, at the Closing, equal to (i) the product of (x) the total number of shares of Common Stock that would have otherwise been issuable upon the exercise of such Cancelled Option, and (y) the Per Share Equity Value, minus (ii) the aggregate exercise price payable upon exercise in full of such Cancelled Option. It shall be a condition precedent to the right of any Cancelled Option Holder to receive the consideration contemplated by the preceding sentence in respect of such Cancelled Option Holder’s Cancelled Options, that such Cancelled Option Holder execute an Option Cancellation Agreement with respect thereto, and the The Company shall take all actions that may be necessary or that Buyer considers reasonably requested by Purchaser appropriate to provide for effectuate the execution provisions of all this Section 1.03. For the avoidance of doubt, the Aggregate Option Cancellation Agreements prior to Closing. Any payments made to the Option Holders under this Agreement, the Earn-Out Agreement and the Option Cancellation Agreements (including Amount shall not be included in any amounts to be distributed from the Adjustment Escrow Account to such Option Holders) shall be subject to reduction as required by applicable federal and state withholding Laws, and all such withheld amounts shall be paid to the Company and thereafter remitted by the Company to the applicable Taxing Authorities promptly following the date of payment. The vesting schedule of all Cancelled Options shall be accelerated so that 100% calculation of the Cancelled Options shall be vested on the Net Working Capital Adjustment Amount or Closing DateIndebtedness.

Cancellation of Options. Prior Effective as of the Effective Time, the Optionholder hereby surrenders and cancels all of the Optionholder’s rights, title and interests arising under the Option Agreement in exchange for the portion of the Total Merger Consideration, if any, as they become payable and any other amount that is subsequently distributed to which the ClosingOptionholder is entitled, as determined in accordance with the terms of the Merger Agreement (provided that the Company shall take reduce such payments, if any, by all actions applicable federal, state and local withholding taxes). From and after the Effective Time, (a) the Option Agreement shall be terminated and be of no further force and effect, and (b) none of the Company Options held by the Optionholder (whether Vested Company Options or Unvested Company Options) shall be outstanding, be in force or effect, or entitle the Optionholder to provide for any rights other than the cancellationOptionholder’s right to receive the portion of the Total Merger Consideration with respect to any Vested Company Options, if any (as adjusted or to be adjusted pursuant to the terms of the Merger Agreement) as they become payable and any other amount that is subsequently distributed to which the Optionholder is entitled (whether pursuant to the Merger Agreement or otherwise), as determined in accordance with the terms of the Merger Agreement. Without limiting the foregoing, effective as of the Effective Time, the Optionholder acknowledges that the Optionholder (i) releases any right, by virtue of the Company Options or Option Agreement, to receive any equity, including rights to acquire equity, in the Surviving Corporation or any of its Affiliates, and (ii) hereby waives any rights the Optionholder may have arising from the Company Options that in any way conflict with or otherwise prohibit or restrict the transactions contemplated hereby, including without limitation, any notice requirements or any right to be able to exercise the Company Options at the Closing, subject to the payment as provided for herein, of all Options set forth under the heading “Cancelled Options” opposite each Option Holder’s name on Exhibit A attached hereto (the “Cancelled Options”). Immediately or prior to the Closing. If the Merger Agreement is terminated for any reason, each Cancelled Option (as set forth on Exhibit A), shall no longer be exercisable for the purchase of shares of Common Stock but shall entitle each holder thereof, in cancellation and settlement therefor, to a payment by then the Company in cash, at the Closing, equal to (i) the product of (x) the total number of shares of Common Stock that would have otherwise been issuable upon the exercise of such Cancelled Option, Options shall not be cancelled pursuant hereto and (y) the Per Share Equity Value, minus (ii) the aggregate exercise price payable upon exercise shall remain in full of such Cancelled Option. It shall be a condition precedent to the right of any Cancelled Option Holder to receive the consideration contemplated by the preceding sentence force and effect in respect of such Cancelled Option Holder’s Cancelled Options, that such Cancelled Option Holder execute an Option Cancellation Agreement accordance with respect thereto, and the Company shall take all actions reasonably requested by Purchaser to provide for the execution of all Option Cancellation Agreements prior to Closing. Any payments made to the Option Holders under this Agreement, the Earn-Out Agreement and the Option Cancellation Agreements (including any amounts to be distributed from the Adjustment Escrow Account to such Option Holders) shall be subject to reduction as required by applicable federal and state withholding Laws, and all such withheld amounts shall be paid to the Company and thereafter remitted by the Company to the applicable Taxing Authorities promptly following the date of payment. The vesting schedule of all Cancelled Options shall be accelerated so that 100% of the Cancelled Options shall be vested on the Closing Dateits terms.

Cancellation of Options. Prior to (a) At the Closing, by virtue of the Company Closing and without any further action on the part of any of the Companies or any Optionholder, each outstanding Option shall take all actions to provide automatically be cancelled and extinguished. In consideration for the cancellationcancellation and extinguishment of each Optionholder’s vested Options (including, effective for the avoidance of doubt, any Option that by its terms vests as a result of the transactions contemplated hereby), the Optionholder shall only have the right to receive from Holdings the following payments (to be made in each instance in accordance with Section 2.7(b)): (A) at the Closing, subject a single lump sum cash payment equal to such Optionholder’s Fully Diluted Ownership Percentage of the payment as provided Distribution Amount with respect to such Optionholder’s vested Options less the aggregate Exercise Price for herein, of all such Optionholder’s Options set forth under the heading “Cancelled Options” opposite each Option Holder’s name on Exhibit A attached hereto (the “Cancelled OptionsOption Cancellation Payment”). Immediately prior , (B) if applicable, such Optionholder’s Fully Diluted Ownership Percentage of any Additional Seller Amount pursuant to Section 2.3(g)(i)(b)), (C) if applicable such Optionholder’s Fully Diluted Ownership Percentage of any refund of Income Taxes for any Pre-Closing Tax Period, payable at the Closing, each Cancelled Option (as time set forth on Exhibit A), shall no longer be exercisable for the purchase of shares of Common Stock but shall entitle each holder thereof, in cancellation and settlement therefor, to a payment by the Company in cash, at the Closing, equal to (i) the product of (x) the total number of shares of Common Stock that would have otherwise been issuable upon the exercise of such Cancelled OptionSection 11.3, and (yD) the Per Share Equity Valueif applicable, minus (ii) the aggregate exercise price payable upon exercise in full of such Cancelled Option. It shall be a condition precedent to the right Optionholder’s Fully Diluted Ownership Percentage of any Cancelled Option Holder to receive the consideration contemplated by the preceding sentence in respect of such Cancelled Option Holder’s Cancelled Options, that such Cancelled Option Holder execute an Option Cancellation Agreement with respect thereto, and the Company shall take all actions reasonably requested by Purchaser to provide for the execution of all Option Cancellation Agreements prior to Closing. Any payments made to the Option Holders under this Agreement, the Earn-Out Agreement and the Option Cancellation Agreements (including any amounts to be distributed distribution from the Adjustment Indemnity Escrow Account to such Option Holders) shall be subject to reduction as required by applicable federal and state withholding LawsAmount, and all such withheld amounts payable at the time set forth in the Escrow Agreement. No consideration shall be paid to for the Company cancellation and thereafter remitted by the Company to the applicable Taxing Authorities promptly following the date extinguishment of payment. The vesting schedule of all Cancelled Options shall be accelerated so that 100% of the Cancelled Options shall be vested on the Closing Dateany unvested Options.

Cancellation of Options. Prior If and only if the Merger occurs, the Option Holder hereby agrees to surrender and cancel all of the Option Holder’s rights arising under the Option Agreements and with respect to all Options as of the closing of the Merger (the “Closing”) in exchange for a payment with respect to each Option in cash of an amount, without interest, equal to the product of $0.10 multiplied by the number of shares into which such Option is exercisable (such product, the “Purchase Price”), which Purchase Price shall be paid by the Company or such other party as may be designated in the Merger Agreement (the “Paying Agent”) within five (5) business days after the Closing (provided that the Company will have the right to deduct any tax withholdings required by applicable law or regulations to be withheld and paid over to taxing authorities). If and only if the Closing occurs, from and after the date of the Closing, none of the Company shall take all actions to provide for the cancellation, effective at the Closing, subject to the payment as provided for herein, of all Options set forth under the heading “Cancelled Options” opposite each Option Holder’s name on Exhibit A attached hereto (the “Cancelled Options”). Immediately prior to the Closing, each Cancelled Option (as set forth on Exhibit A), shall no longer be exercisable for the purchase of shares of Common Stock but shall entitle each holder thereof, in cancellation and settlement therefor, to a payment by the Company in cash, at the Closing, equal to (i) the product of (x) the total number of shares of Common Stock that would have otherwise been issuable upon the exercise of such Cancelled Option, and (y) the Per Share Equity Value, minus (ii) the aggregate exercise price payable upon exercise in full of such Cancelled Option. It Options shall be a condition precedent to outstanding, be in force or effect or represent any rights other than the right of any Cancelled the Option Holder to receive the consideration contemplated by the preceding sentence in respect of such Cancelled Option Holder’s Cancelled Options, that such Cancelled this Section 1. The Option Holder execute an agrees to waive any notice requirements under the Plans and the Option Cancellation Agreement Agreements with respect theretoto the transactions contemplated by the Merger Agreement. Without limiting the foregoing, and the Option Holder acknowledges that it shall have no right to receive any equity, including options to acquire equity, in the Company or any of its subsidiaries following the consummation of the transactions contemplated by the Merger Agreement. Notwithstanding any provision to the contrary in this Agreement, upon payment by the Company or the Paying Agent to the Option Holder of the Purchase Price, the Company shall take all actions reasonably requested by Purchaser to provide for the execution have no further obligation or liability of all Option Cancellation Agreements prior to Closing. Any payments made any nature to the Option Holders under this AgreementHolder, the Earn-Out Agreement and the Option Cancellation Agreements (including any amounts to be distributed from the Adjustment Escrow Account to such Option Holders) shall be subject to reduction as required by applicable federal and state withholding Laws, and all such withheld amounts shall be paid with respect to the Company and thereafter remitted by the Company to the applicable Taxing Authorities promptly following the date of payment. The vesting schedule of all Cancelled Options shall be accelerated so that 100% of the Cancelled Options shall be vested on the Closing DatePurchase Price.

Cancellation of Options. Prior to In connection with the Closing, the Company shall take all actions to provide for the cancellationMerger, effective at the ClosingEffective Time, subject all outstanding options to purchase Common Stock (each, an “Option”) shall automatically be cancelled, without any payment therefor except as otherwise provided in this Section 2.04. Each Option, to the payment extent vested and unexercised as provided for hereinof the Effective Time, including any such Option that vests in connection with the consummation of all Options set forth the transactions contemplated by this Agreement either in accordance with the terms of the Option Plan under which such Option was issued or as a result of the heading “Cancelled Options” opposite each Option Holder’s name on Exhibit A attached hereto board of directors (or committee thereof) of the “Cancelled Options”). Immediately Company taking action, prior to the ClosingEffective Time, each Cancelled Option (as set forth on Exhibit A)to accelerate the vesting of such Option, shall thereafter no longer be exercisable for the purchase of shares of Common Stock but shall entitle each the holder thereofthereof (each, an “Option Holder”), in cancellation and settlement therefor, to a payment by the Company in cash, at the Closing, cash equal to (i) the product excess, if any, of (x) the Per Share Merger Consideration over (y) the exercise price per share of Common Stock subject to such Option, multiplied by (ii) the total number of shares of Common Stock that would have otherwise been issuable upon the exercise of such Cancelled Option, and (y) the Per Share Equity Value, minus (ii) the aggregate exercise price payable upon exercise in full of such Cancelled Option. It shall be a condition precedent to the right of any Cancelled Option Holder to receive the consideration contemplated by the preceding sentence in respect of such Cancelled Option Holder’s Cancelled Options, that such Cancelled Option Holder execute an Option Cancellation Agreement with respect thereto, and the Company shall take all actions reasonably requested by Purchaser to provide for the execution of all Option Cancellation Agreements prior to Closing. Any payments made to the Option Holders under this Agreement, the Earn-Out Agreement and the Option Cancellation Agreements (including any amounts to be distributed from the Adjustment Escrow Account subject to such Option Holdersimmediately prior to its cancellation (such payment to be net of withholdings, if any, and without interest) (such amounts payable hereunder being referred to, collectively, as the “Option Payments”), at the same time, in the same manner and subject to the same conditions under which other Company Stockholders receive Per Share Merger Consideration; provided that all Option Payments shall be made through the applicable payroll system of the Company and its Subsidiaries promptly after the Closing, as applicable, and shall be subject to reduction as required by all applicable federal employment and state payroll Tax withholding Lawsin accordance with applicable Law. For the avoidance of doubt, and all such withheld amounts notwithstanding anything set forth in this Agreement to the contrary, any Option that has not vested in accordance with its terms (an “Unvested Option”) shall not be entitled to receive any portion of the Merger Consideration, and shall be paid to the Company and thereafter remitted by the Company to the applicable Taxing Authorities promptly following the date automatically cancelled, as of payment. The vesting schedule of all Cancelled Options shall be accelerated so that 100% of the Cancelled Options shall be vested on the Closing Date, with no consideration delivered in exchange therefor.