Incentive Plan Matters. (1) The Parties acknowledge that the outstanding Company Options, DSUs, and RSUs shall be treated in accordance with the provisions of the Plan of Arrangement.
Incentive Plan Matters. (a) The Parties acknowledge that the EMV Options, EMV DSUs, EMV PSUs and EMV RSUs shall be treated in accordance with the provisions of the Plan of Arrangement.
Incentive Plan Matters. (1) The Parties acknowledge that the outstanding Company Incentive Securities shall be treated in accordance with the provisions of the Plan of Arrangement.
Incentive Plan Matters. (a) Each Cardiome Option outstanding immediately prior to the Effective Time shall be exchanged for an option (each, a “Correvio Replacement Option”) to purchase from Correvio, without further act or formality, the number of Correvio Shares equal to the product of (A) the number of Cardiome Shares subject to the Cardiome Option immediately before the Effective Time, and (B) the Exchange Ratio, provided that if the foregoing would result in the issuance of a fraction of a Correvio Share on any particular exercise of Correvio Replacement Options, then the number of Correvio Shares otherwise issued shall be rounded down to the nearest whole number of Correvio Shares. The exercise price per Correvio Share subject to any such Correvio Replacement Option shall be an amount equal to the quotient of (A) the exercise price per Cardiome Share under the exchanged Cardiome Option immediately prior to the Effective Time divided by (B) the Exchange Ratio (provided that the aggregate exercise price payable on any particular exercise of Correvio Replacement Options shall be rounded up to the nearest whole cent). Except as set out above, all terms and conditions of a Correvio Replacement Option, including the term to expiry, conditions to and manner of exercising, will be the same as the Cardiome Option for which it was exchanged, and shall be governed by the terms of the Correvio Option Plan and any document evidencing a Cardiome Option shall thereafter evidence and be deemed to evidence such Correvio Replacement Option. If the exchange contemplated by this paragraph results in a disposition of Cardiome Options, it is intended that the provisions of subsection 7(1.4) of the Tax Act apply to any such disposition. Accordingly, and notwithstanding the foregoing, if required, the exercise price of a Correvio Replacement Option will be increased such that the In-The-Money Amount (as defined in the Plan of Arrangement) of the Correvio Replacement Option immediately after the exchange does not exceed the In-The-Money Amount of the Cardiome Option immediately before the exchange.
Incentive Plan Matters. (a) Each In-The-Money Option outstanding immediately prior to the Effective Time, whether or not vested, shall be, pursuant to the Plan of Arrangement, acquired for cancellation by Correvio at the Effective Time in consideration for a cash payment from Correvio equal to the product obtained by multiplying the amount by which the Consideration exceeds the exercise price per Correvio Share of such In-The-Money Option by the number of Correvio Shares underlying such In-The-Money Option subject to (for greater certainty) applicable withholdings. Each Out-Of-The-Money Option that is outstanding prior to the Effective Time, whether or not vested, without any further action on behalf of any holder of such Out-Of-The-Money Option, shall, pursuant to the Plan of Arrangement, be cancelled without payment to any holder thereof.
Incentive Plan Matters. (1) Except as expressly contemplated in the Company Disclosure Letter in respect of outstanding Company Options, the Parties acknowledge that the outstanding Company Options under the Share Option Plan, the outstanding DSUs under the DSU Plan and the Managers' Deferred Share Plan and the outstanding PSUs under the MTIP and PSU Plan shall be treated in accordance with the provisions of the Plan of Arrangement.
Incentive Plan Matters. (1) The Board shall exercise its discretion under each of the Incentive Plans (to the extent permitted thereunder) to accelerate the vesting of all Incentive Securities issued thereunder effective at or prior to the Effective Time. The Company shall take all reasonable steps as may be necessary or desirable to facilitate the exchange, surrender, settlement, termination and/or cancellation of all outstanding Incentive Securities (whether then vested or unvested) in accordance with the terms of the Plan of Arrangement and the applicable Incentive Plan. The Parties acknowledge the Incentive Securities shall be dealt with in the manner set forth in Section 2.3 of the Plan of Arrangement.
Incentive Plan Matters. (1) In accordance with the Plan of Arrangement, (i) all Company Options will be transferred and surrendered to the Company and the holders thereof will, subject to any Tax withholding and remitting obligations of the Company under the Tax Act as further described in Section 2.10, receive for each Company Option an amount equal to the amount, if any, by which the Consideration exceeds the exercise price per Common Share of such Company Option; and (ii) all Legacy RSUs, Legacy PSUs and DSUs will be transferred and surrendered to the Company and the holders thereof will, subject to any Tax withholding and remitting obligations of the Company under the Tax Act as further described in Section 2.10, receive for each Legacy RSU, Legacy PSU or DSU, as applicable, an amount equal to the Consideration.
Incentive Plan Matters. (1) In accordance with the Plan of Arrangement, the Company shall take all actions necessary so that, at the time specified in the Plan of Arrangement, all unvested PSG Units outstanding immediately prior to the Effective Time shall immediately vest (with the PSG Units vesting based on a performance percentage of 100%) and each vested PSG Unit will be cancelled in exchange for cash in an amount equal to the Consideration, subject to the applicable Tax withholdings and other source deduction provisions of the Plan of Arrangement.
Incentive Plan Matters. The Corporation and the Purchasers acknowledge that the outstanding DSUs under the DSU Plan and the outstanding LTIP Units under the LTIP shall be treated in accordance with the provisions of the Plan of Arrangement, and the Corporation shall take all such reasonable steps as may be necessary or desirable to give effect to the foregoing.
