Effect on Company Options. At the First Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, the Company Equityholders, each Company Option that is outstanding and unexercised immediately prior to the First Effective Time shall be canceled and extinguished and each holder of a Company Option shall cease to have any rights with respect thereto other than the right to receive, with respect to Vested Company Options, together with a duly executed and completed Letter of Transmittal, in the manner provided in Section 2.9:
Effect on Company Options. At the Effective Time, each ------------------------- holder of an issued and outstanding option exercisable for shares of Company Common Stock ("Company Options") will receive, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Metromedia Common Stock with the same terms and conditions as Company Options immediately prior to the Effective Time except that (i) the exercise price and the number of shares issuable upon exercise shall be divided and multiplied, respectively, by the Exchange Ratio and (ii) all Company Options will become immediately exercisable in accordance with their terms.
Effect on Company Options. No outstanding Company Options shall be assumed by Parent. The Company shall take such action as may be necessary so that, (i) immediately prior to the Effective Time, the vesting of each Company Option that remains outstanding as of immediately prior to the Effective Time shall be accelerated in full, (ii) each Company Option that remains outstanding as of immediately prior to the Effective Time shall be cancelled and terminated as of the Effective Time, and (iii) as of the Effective Time, each holder of a cancelled and terminated Company Option with an exercise price per share less than the Per Share Amount shall be entitled to receive from Parent, upon the terms and subject to the conditions set forth in this Section 1.6(c) and throughout this Agreement, including, without limitation, the escrow provisions set forth in Section 1.8 and Article VIII hereof, an amount in cash, without interest, with respect to each share of Company Common Stock subject thereto, equal to the excess, if any, of the Per Share Amount over the per share exercise price of such Company Option (such amount being hereinafter referred to as the “Option Consideration”). The payment of the Option Consideration shall be reduced by any income or employment tax withholding required under the Code or any provision of state, local or foreign tax Law with respect to the making of such payment (the “Withholding Amount”). To the extent that amounts are so withheld, such withheld amounts shall be timely paid to the appropriate Governmental Entity and shall be treated for all purposes of this Agreement as having been paid to the holder of such Company Option. Notwithstanding the foregoing, each Company Optionholder’s Pro Rata Portion of the Escrow Amount and the Working Capital Escrow Amount shall be withheld and placed in escrow pursuant to the escrow provisions of Section 1.8 and Article VIII hereof.
Effect on Company Options. Parent shall not assume any Company Options and at the Effective Time each Company Option outstanding immediately prior to the Effective Time shall become immediately vested and shall without any action on the part of Parent, Sub, the Company or the holder thereof, be cancelled and converted into and shall become a right to receive an amount in cash, without interest, equal to (x) the excess, if any, of (A) the amount of cash equal to the Per Share Common Merger Consideration over (B) the exercise price per share attributable to such Company Option, multiplied by (y) the total number of shares of Company Common Stock issuable upon exercise in full of such Company Option (the “Option Consideration”). The payment of the Option Consideration will be subject to withholdings for all applicable Taxes pursuant to and in accordance with Section 1.6(e) hereof and will be subject to the escrow provisions set forth in ARTICLE VII hereof.
Effect on Company Options. (i) As of immediately prior to the First Effective Time, (A) each Company Option (or portion thereof) that is unvested but would have become vested on or before April 1, 2021, shall become vested, and (B) each Company Option shall terminate (including any vested and unvested portions thereof), except as to the payment rights with respect to each such Company Option provided in this Agreement. Prior to the First Effective Time, the Company shall take all actions necessary or advisable, including obtaining any consents, to effect the cancellation and termination of the Company Option Plan, the Company Options, any promises or other rights to receive the Company Options, if any, and all other equity incentive plans as of the First Effective Time. All of the Company Options that are not Cashed-Out Company Options, if any, shall, without further action or on the part of any Person, (A) automatically cease to vest, (B) never become vested, (C) be forfeited, terminated and cancelled and of no further force or effect, without payment of any consideration therefor, and (D) no longer be deemed issued or outstanding for any purpose.
Effect on Company Options. At the Effective Time, each then outstanding Company Option, regardless of the exercise prices thereof or whether vested or unvested, will be assumed by Parent. Each such Company Option so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in the agreement and plan governing such Company Option immediately prior to the Effective Time (including any vesting provisions), except that (A) each such Table of Contents Company Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole share of Parent Common Stock and (B) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Option will be equal to the quotient obtained by dividing the exercise price per share of such Company Option immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent.
Effect on Company Options. (a) Upon the terms and subject to the conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any further action on the part of the Company or of any Effective Time Holder, each Company Option that is outstanding immediately prior to the Effective Time, whether or not then vested, shall be cancelled and terminated. In connection with such cancellation and termination, (x) each Company In-the-Money Vested Option shall be converted into the right to receive from the Surviving Company (A) an amount (subject to any applicable withholding tax) in cash equal to the product of (i) the number of Company Common Units subject to such Company In-the-Money Vested Option immediately prior to the Effective Time (the “Exercise Number”) multiplied by (ii) the excess of the amount by which the Series 3 Per Unit Closing Consideration exceeds the applicable per unit exercise price of such Company In-The-Money Vested Option (the amount referred to in this clause (A), the “Option Closing Consideration”) plus (B) an amount (subject to any applicable withholding tax) in cash equal to the product of (i) the Exercise Number multiplied by (ii) the Per Unit Additional Merger Consideration (the amount referred to in this clause (B), the “Option Additional Consideration”) and (y) each other Company Option that is not a Company In-The-Money Vested Option shall be cancelled and terminated for no consideration. The aggregate amount paid or payable in respect of the cancellation of the Company In-The-Money Vested Options as set forth in this Section 1.9(a) is referred to herein as the “Option Consideration.”
Effect on Company Options. (a) Each Company Option that is outstanding as of immediately prior to the Effective Time shall be assumed by Parent and converted into an option to purchase shares of Parent Class A Stock upon substantially the same terms and conditions as are in effect with respect to such Company Option immediately prior to the Effective Time, including with respect to vesting, exercisability and termination-related provisions (each, a “Parent Option”) except that (a) such Parent Option shall provide the right to purchase that whole number of shares of Parent Class A Stock (rounded down to the nearest whole share) equal to the number of shares of Company Common Stock subject to such Company Option as of immediately prior to the Effective Time and (b) the exercise price per share shall be equal to the exercise price per share of such Company Option in the effect immediately prior to the Effective Time (the exercise price per share, as so determined, being rounded up to the nearest full cent); provided, however, that the conversion of the Company Options will be made in a manner consistent with Treasury Regulation Section 1.424-1, such that such conversion will not constitute a “modification” of such Company Options for purposes of Section 409A or Section 424 of the Code.
Effect on Company Options. No outstanding Company Options shall be assumed by Parent or remain outstanding after the Effective Time. The Company shall cause each such Company Option to be terminated or cancelled as of immediately prior to the Effective Time, either pursuant to its terms or pursuant to an agreement with the holder thereof.
Effect on Company Options. (a) Immediately prior to, but contingent upon, the Closing, the Company shall take all reasonable actions necessary to provide that each option to purchase Ordinary Shares of the Company (each, a “Company Stock Option”) that is outstanding, unexpired and unexercised immediately prior to the Closing, shall be vested immediately prior to Closing (each, a “Vested Company Option”) and shall be cancelled as of the Closing and each holder thereof (each, a “Vested Optionholder”) shall cease to have any rights with respect thereto, except the right to receive the portion of the Purchase Price payable in respect thereof, as set forth in this Section 1.3 and the Vested Optionholder Agreements. At the Closing, on the terms and subject to the conditions of this Agreement, including the execution and delivery of the Vested Optionholder Agreements, each Vested Optionholder shall, without any further action on the part of Buyer, the Company or such Vested Optionholder, be entitled to receive, with respect to each Vested Company Option, the portion of the Purchase Price equal to (A) the Per Share Consideration less (B) the exercise price of each such Vested Company Option (the “Per Option Consideration”), as set forth opposite such Vested Optionholder’s name on the Spreadsheet provided in accordance with Section 6.13 (provided that the Per Option Consideration shall not be less than zero).
