Class C Options Sample Clauses
Class C Options. Each Class C Option that is outstanding and unexercised immediately prior to the Effective Time shall, by virtue of Merger #1 and without any action on the part of the holder thereof, be automatically cancelled and extinguished pursuant to the terms of the TopCo 2013 Stock Option Plan and converted into the right to receive, for each share of Class C Common Stock underlying such Class C Options, an amount equal to (i) the Class C Per Share Merger Consideration less (ii) the applicable exercise price for such Class C Option, which amounts shall be paid in the form of cash and Buyer Common Stock as allocated to the Class C Optionholders in accordance with Section 3.2 (the total per Option consideration described in clauses (i) and (ii) above is referred to herein as the “Class C Option Merger Consideration”). To the extent that applicable withholding Taxes are withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Class C Optionholder in respect of which such withholding was made. Buyer shall cause the Surviving Corporation to make timely payment to the appropriate Taxing Authority or Taxing Authorities of any amounts withheld from payment to such Class C Optionholder. Following the Effective Time, each Class C Optionholder shall cease to have any rights with respect to his or her Class C Options, except the right to receive the applicable Class C Option Merger Consideration for each Class C Option to be paid hereunder. At the Effective Time, the TopCo 2013 Stock Option Plan and each option agreement associated therewith and all Class C Options shall, pursuant to actions taken by the TopCo Board under the TopCo 2013 Stock Option Plan, be terminated in all respects and shall be of no further force or effect.
Class C Options. All Class C Options are (i) fully vested, (ii) held by a Company Service Provider, (iii) non-statutory options and (iv) not subject to Section 409A of the Code. No Class C Option has been granted with an exercise price less than the fair market value of a Class C Unit on the date on which the grant of such Class C Option was by its terms to be effective (the “Grant Date”). Each grant of a Class C Option was duly authorized no later than the Grant Date by all necessary company action, including, as applicable, approval by the Board of Managers of the Company (or a duly constituted and authorized committee thereof) and any required member approval, in each case, by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto and is in full force and effect, each such grant was made in accordance with the terms of the Equity Plan and all other applicable Legal Requirements and each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Acquired Companies. The exercise of the Class C Options by payment of cash or in a cashless manner complied and will comply with the terms of the Equity Plan, all Contracts applicable to such Class C Options and all Legal Requirements. True and complete copies of all agreements, instruments and resolutions, relating to or issued with regard to the Class C Options have been Made Available and such agreements, instruments and resolutions have not been amended, modified or supplemented, and there are no Contracts to amend, modify or supplement such agreements, instruments or resolutions from the forms thereof Made Available. As of the Closing, there will be no option to purchase any equity securities of the Company outstanding.