Company Derivative Securities. Immediately following the Pre-Closing Recapitalization but prior to the Effective Time, to the extent the Company issued any convertible, exchangeable or other derivative security in connection with a Permitted Interim Financing, the number of Company Ordinary Shares issuable upon the conversion, exercise or exchange of such security and the applicable conversion exercise or exchange price or ratio shall be equitably adjusted to give effect to the Exchange Ratio.
Company Derivative Securities. Effective as of the earlier of the Changeover Time or the Effective Time, each outstanding Company Derivative Security or Company Award, whether granted under the Company's 1998 Stock Option and Award Plan or any Company Award or otherwise (collectively, the "Company Stock Plans") or otherwise, and whether or not then exercisable or vested, shall be, immediately prior to the Effective Time, cancelled and, in consideration of such cancellation, Parent shall, or shall cause the Surviving Corporation to, promptly following the Effective Time, pay to the holder of Company Derivative Security or Company Award an amount in respect thereof equal to (1) the product of (A) the excess, if any, of the Offer Price over the exercise price of each such Company Derivative Security, and (B) the number of Shares subject to such Company Derivative Security (such payment, if any, to be net of applicable withholding and excise taxes) or (2) the per share Merger Consideration for any share or share equivalent Company Award, as applicable. The Company shall take all action to ensure that, as of the earlier of the Changeover Time or the Effective Time, each of the Company Stock Plans and each Company Award shall terminate and all rights under any provision of any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any Company Subsidiary shall be cancelled, terminated and of no further force or effect as of the earlier of the Changeover Time or the Effective Time. The Company shall effectuate the foregoing by taking all necessary action, including, but not limited to, sending out the requisite notices and obtaining all consents necessary to cash out and cancel all Company Derivative Securities and Company Awards necessary to ensure that, after the earlier of the Changeover Time or the Effective Time, no person shall have any right under the Company Stock Plans, any Company Award or any other plan, program or arrangement with respect to equity securities of the Surviving Corporation or any Affiliate thereof.
Company Derivative Securities. Each of the Sellers, the Sellers' Agents, the Managers and the Buyer shall cooperate and use their commercially reasonable best efforts to cause the holders of Derivative Securities listed on Schedule 5.22 hereof and who are not Parties to this Agreement to waive the right to exercise and terminate their respective Derivative Securities as described on Schedule 5.22 hereto, without unreasonable cost or expense to the Company or the Buyer. The use of commercially reasonable best efforts shall not require any Party to pay any consideration to the holders of Derivative Securities listed on Schedule 5.22. Any cost or expense incurred by the Company or the Buyer which has been mutually agreed upon by Buyer and the Sellers' Agents in connection with such waiver and termination shall be included in Transaction Expenses hereunder.
Company Derivative Securities. At or before the Effective Time, the Company shall have taken all necessary action, including obtaining the consent of any holder of a Company Derivative Security and the adoption of resolutions by the Board of Directors, to: (i) vest all unvested Company Options; (ii) terminate, as of the Effective Time, the Company Option Plans; (iii) cancel, as of the Effective Time, each Company Derivative Security that is outstanding and unexercised or unconverted, whether vested (including Company Options that become vested as a result of any acceleration of the vesting schedule of such Company Option that is effected by the Board of Directors or any committee thereof prior to the Closing) or unvested; and (iv) cause a portion of the Aggregate Merger Consideration to be allocated to each holder of the Company Derivative Securities as follows: (x) that amount of the Initial Consideration Amount set forth opposite its name on Exhibit D, and (y) a portion the Deferred Payment equal to the Deferred Payment multiplied by the percentage set forth opposite its name on Exhibit D, rounded to the nearest whole cent (in each case of (i), (ii), (iii) or (iv) above, without the creation of additional liability to Parent or any of its Subsidiaries or the Company) and subject to the adjustments and other provisions of this Article 1. Any amounts paid or liabilities incurred or accrued in connection with the treatment of a holder of a Company Derivative Security other than as contemplated hereby (including without limitation, any payment or liability in connection with the payment of any principal or interest of any convertible debt or any dividend or redemption of any Company Preferred Stock) shall reduce the Aggregate Merger Consideration. Those holders of Company Derivative Securities who are to receive any Aggregate Merger Consideration (each such security an “Eligible Derivative Security” and each such Person an “Eligible Derivative Security Holder”) shall execute and deliver to the Exchange Agent a completed and executed Letter of Transmittal as provided in Section 1.9(c) below. The parties agree that the cancellation of Company Options as contemplated by this Section 1.7 in exchange for the right to receive a portion of the Aggregate Merger Consideration is a transaction properly allocable to the portion of the Company’s day occurring prior to the Closing.
Company Derivative Securities. At the Effective Time, the Surviving Corporation shall assume Surge's rights and obligations with respect to then outstanding options and warrants to purchase shares of Surge Common Stock, Surge Series B Preferred Stock, Surge Series C Preferred Stock and other securities convertible into shares of Surge Common Stock, Surge Series B Preferred Stock or Surge Series C Preferred Stock in which and by which assumption each optionee and warrantholder, upon exercise of an option or a warrant in accordance with the option's or warrant's terms, and each holder of a security convertible into shares of Surge Common Stock, Surge Series B Preferred Stock or Surge Series C Preferred Stock upon conversion in accordance with the convertible security's terms, shall acquire that number of shares of the Surviving Corporation Common Stock, Surviving Corporation Series B Preferred Stock or Surviving Corporation Series C Preferred Stock, as the case may be, that the optionee, warrantholder or convertible security holder would have acquired had such optionee, warrantholder or convertible securityholder exercised the subject option or warrant or converted the subject convertible security immediately prior to the Effective Time, giving effect to the Common Stock Merger Consideration, Series B Preferred Stock Merger Consideration or Series C Preferred Stock Merger Consideration, as the case may be (collectively, the "Merger Consideration").
Company Derivative Securities. All Company and Company Subsidiary outstanding options, warrants and other derivative securities shall have been terminated or exercised.
Company Derivative Securities. The Preferred Holder shall have fourteen (14) days after the Closing to retire, extinguish and otherwise terminate any Company Derivative Security that is not retired, extinguished or otherwise terminated as of the Closing Date. Thereafter, Parent shall have the sole and exclusive right to retire, extinguish and otherwise terminate each such Company Derivative Security and the Preferred Holder shall cooperate in good faith as Parent pursues the retirement, extinguishment and termination of the Company Derivative Securities. The costs of the retirement, extinguishment and termination of the Company Derivative Securities shall be borne by the Preferred Holder in accordance with Article 5.
Company Derivative Securities. All Company Options and all Company Warrants outstanding immediately prior to Closing, shall have been properly exercised or terminated, the exercise price for each Company Option and Company Warrant that has been exercised shall have been received by the Company in full in cash or by check, and any Company stock option plan or similar plan shall have been terminated in accordance with its terms. At or prior to Closing, the Company shall have delivered a certificate to Buyer signed by an authorized officer of the Company confirming that all outstanding Company Options, Company Warrants and other derivative securities entitling any person to acquire any interest in the Company have been exercised or cancelled.
Company Derivative Securities. As soon as practicable after the date of this Plan, the Board of Directors of the Company (the "Company Board") (or, if appropriate, any committee administering the Previously Disclosed stock option plans of the Company (the "Company Stock Option Plans")) shall adopt such resolutions or take or cause to be taken such other actions (if any) as may be required, including without limitation, amending the Company Stock Option Plans and/or obtaining any necessary consents or agreements from holders of Company Options (as hereinafter defined), holders of Non-Plan Company Options (as hereinafter defined) and/or holders of warrants to purchase shares of Company Common Stock (the "Company Warrants"), to provide that:
Company Derivative Securities. The events contemplated by SECTION 2.05 shall have been effected as set forth therein; PROVIDED that this Section 6.03(F) will be satisfied if the holders of Company Options, Non-Plan Company Options and Warrants collectively representing no more than 135,000 shares of underlying Company Common Stock fail to convert as contemplated by SECTION 2.05(A), (B) and (C).
