Common use of Effect on Options Clause in Contracts

Effect on Options. (a) Upon the terms and subject to the conditions of this Agreement, at the Effective Time, by virtue of the Merger, (i) each Option that is outstanding immediately prior to the Effective Time and that is either (x) not then vested or (y) not an In-the-Money Option shall automatically be canceled and extinguished, no longer be outstanding and cease to represent the right to acquire shares of Common Stock, without any payment of any consideration therefor; (ii) each Option that is outstanding immediately prior to the Effective Time and that is both (x) then vested and (y) an In-The-Money Option (a “vested In-The-Money Option”) shall automatically be canceled and extinguished, no longer be outstanding and cease to represent the right to acquire shares of Common Stock, and in consideration therefor, the holder thereof shall be entitled to receive an amount in cash, without interest, equal to the Option Consideration; (iii) the Company Equity Plan 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 with respect to the capital stock or other Equity Securities of any Group Company shall be canceled, effective as of the Effective Time, without any liability on the part of any Group Company; and (iv) no Person shall have any right under the Company Equity Plan or under any other plan, program, agreement or arrangement with respect to the capital stock or other Equity Securities of any Group Company (except as otherwise expressly provided in this Section 1.03) at and after the Effective Time. The Company shall, prior to the Effective Time, take all actions as are necessary in order to effectuate the actions contemplated by this Section 1.03 and to ensure that no holder of Options shall have any rights from and after the Effective Time with respect to any Options except as expressly provided in this Section 1.03; provided that such actions shall expressly be conditioned upon the consummation of the Merger and shall be of no force or effect if this Agreement is terminated. The Company shall cooperate with the Parent, and keep the Parent fully informed, with respect to all resolutions, actions and consents that the Company intends to adopt, take and obtain in connection with the matters described in this Section 1.03. Without limitation, the Company shall provide the Parent with a reasonable opportunity to review and comment on all such resolutions, actions and consents and incorporate into such materials all reasonable comments that the Parent proposes. (b) The Closing Option Consideration payable to the holders of vested In-the-Money Options pursuant to Section 1.03(a) above shall be paid through the Company’s payroll system promptly following the Effective Time (and in any event within five (5) Business Days following the Closing Date), and Parent and the Representative shall make arrangements to cause any remaining portion of the Option Consideration payable to the holders of vested In-the-Money Options to be paid through the Surviving Company’s payroll system promptly (and in any event within five (5) Business Days) following each such time as any such Option Consideration becomes payable to such holder, if any. Notwithstanding the foregoing, in the case of any payment due to any holder who is not a current or former employee of any Group Company, the Paying Agent shall make any such payment directly to such holder rather than through the Company’s payroll system.

Effect on Options. (a) Upon the terms and subject to the conditions of this Agreement, at the Effective Time, by virtue of the MergerMerger and without any further action on the part of the Company or of any Securityholder, (i) each Option that is outstanding immediately prior to the Effective Time and that is either (x) not then vested or (y) not an In-the-Money Option shall automatically be canceled and extinguished, no longer be outstanding and cease to represent the right to acquire shares of Common Stock, without any payment of any consideration therefor; and (ii) each Option that is outstanding immediately prior to the Effective Time and that is both (x) then vested and (y) an In-The-Money Option (a “vested In-Thethe-Money Option”) , whether or not then vested or exercisable, shall automatically be canceled and extinguished, no longer be outstanding and cease to represent the right to acquire shares of Common Stock, and in consideration therefor, the holder thereof shall be entitled to receive an amount in cash, without interest, equal to the Option Consideration; (iii) the Company Equity Plan 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 with respect to the capital stock or other Equity Securities of any Group Company shall be canceled, effective as of the Effective Time, without any liability on the part of any Group Company; and (iv) no Person shall have any right under the Company Equity Plan or under any other plan, program, agreement or arrangement with respect to the capital stock or other Equity Securities of any Group Company (except as otherwise expressly provided in this Section 1.03) at and after the Effective Time. The Company shall, prior to the Effective Time, take all actions as are reasonably necessary in order to effectuate the actions contemplated by this Section 1.03 and to ensure that no holder of Options shall have any rights from and after the Effective Time with respect to any Options except as expressly provided in this Section 1.03; , provided that such actions shall expressly be conditioned upon the consummation of the Merger and each of the other transactions contemplated hereby and shall be of no force or effect if this Agreement is terminated. The Company shall cooperate with the Parent, and keep the Parent fully informed, with respect to all resolutions, actions and consents that the Company intends to adopt, take and obtain in connection with the matters described in this Section 1.03. Without limitation, the Company shall provide the Parent with a reasonable opportunity to review and comment on all such resolutions, actions and consents and incorporate into such materials all reasonable comments that the Parent proposes. (b) The Closing Option Consideration payable to the holders of vested In-the-Money Options pursuant to Section 1.03(a) above shall be paid through the Company’s payroll system promptly following the Effective Time (and in any event within five (5) Business Days following the Closing Date), and Parent and the Representative shall make arrangements to cause any remaining portion of the Option Consideration payable to the holders of vested In-the-Money Options to be paid in accordance with their respective Optionholder Percentages through the Surviving Company’s payroll system promptly (and in any event within five (5) Business Days) following each such time as any such Option Consideration becomes payable to such holder, if any. Notwithstanding the foregoing, in the case of any payment due to any holder who is not a current or former employee of any Group Company, the Paying Agent shall make any such payment directly to such holder rather than through the Company’s payroll system.

Effect on Options. (a) Upon the terms and subject to the conditions of this Agreement, at the Effective Time, by virtue of the MergerMerger and without any action on the part of the holders thereof, (ia) each Option that is outstanding immediately prior to at the Effective Time and that is either (x) not then vested or (y) not an In-the-Money Option shall automatically be canceled and extinguished, no longer be outstanding and cease to represent the right to acquire shares of any Common StockUnits, without any payment of any consideration therefor; (iib) each Option that is outstanding immediately prior to at the Effective Time and that is both (x) then vested and (y) an In-Thethe-Money Option (a “vested Vested In-Thethe-Money Option”) shall automatically be canceled and extinguished, no longer be outstanding and cease to represent the right to acquire shares of any Common StockUnits, and in consideration therefor, the holder thereof shall be entitled to receive an amount in cash, without interest, equal to the sum of (i) the Per-Option ConsiderationClosing Consideration for such Vested In-the-Money Option and (ii) the Per-Option Additional Consideration for such Vested In-the-Money Option (in each case, with respect to any Employee Optionholder, less applicable withholding); (iiic) the Company Equity Incentive Plan 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 with respect to the capital stock or other Equity Securities Interests of any Group Company shall be canceled, effective as of the Effective Time, without any liability on the part of any Group Company; and (ivd) no Person shall have any right under the Company Equity Incentive Plan or under any other plan, program, agreement or arrangement with respect to the capital stock or other Equity Securities Interests of any Group Company (except as otherwise expressly provided in this Section 1.03ARTICLE I) at and after the Effective Time. The Company shall, At or prior to the Effective Time, take all actions as are necessary in order to effectuate the actions contemplated by this Section 1.03 and to ensure that no holder board of Options managers of the Company (or applicable committee thereof) shall have any rights from and after terminate the Equity Incentive Plan effective at the Effective Time with respect to any and shall approve the settlement and treatment of the Options except as expressly provided in under this Section 1.03; provided that such actions shall expressly be conditioned upon the consummation of the Merger and shall be of no force or effect if this Agreement is terminated. The Company shall cooperate with the Parent, and keep the Parent fully informed, with respect to all resolutions, actions and consents that the Company intends to adopt, take and obtain in connection with the matters described in this Section 1.03. Without limitation, the Company shall provide the Parent with a reasonable opportunity to review and comment on all such resolutions, actions and consents and incorporate into such materials all reasonable comments that the Parent proposes. (b) The Closing Option Consideration payable to the holders of vested In-the-Money Options pursuant to Section 1.03(a) above shall be paid through the Company’s payroll system promptly following the Effective Time (and in any event within five (5) Business Days following the Closing Date), and Parent and the Representative shall make arrangements to cause any remaining portion of the Option Consideration payable to the holders of vested In-the-Money Options to be paid through the Surviving Company’s payroll system promptly (and in any event within five (5) Business Days) following each such time as any such Option Consideration becomes payable to such holder, if any. Notwithstanding the foregoing, in the case of any payment due to any holder who is not a current or former employee of any Group Company, the Paying Agent shall make any such payment directly to such holder rather than through the Company’s payroll system.