Option Cancellation. As consideration for the Cancellation Payment set forth in Section 3, Employee acknowledges and agrees that all of Employee’s right, title and interest in and to any and all outstanding options to acquire Common Stock of the Company granted pursuant to the Plan and the Option Agreement (the “Cancelled Options”) are hereby canceled, forfeited and surrendered to the Company effective as of the date hereof (the “Cancellation Date”). Without limiting the generality of the foregoing, effective as of the date hereof, any and all rights of Employee, and any and all liabilities of the Company, with respect to the Cancelled Options (whether under or pursuant to the Option Plan, the Option Agreement, or otherwise) shall terminate in all respects.
Option Cancellation. In accordance with Section 11 of the Option Agreement, effective as of the date hereof, the June 2018 Option is hereby cancelled for no consideration and the Option Agreement is hereby terminated. Notwithstanding anything to the contrary in the Option Agreement or otherwise, the Optionee hereby agrees and acknowledges that effective as of the date hereof, the Optionee shall have no rights or entitlements in respect of or otherwise relating to the June 2018 Option.
Option Cancellation. In consideration of the Company’s payment of the Purchase Price and upon repurchase of the Options by the Company, the Seller and the Company hereby agree that the Options shall be cancelled as of the date hereof and that from and after the date hereof, the Options and any agreement between the Company and the Seller evidencing the Options shall no longer be of any force or effect.
Option Cancellation. 13 2.6 Co-Investment Rights .......................................................... 13 ARTICLE III
Option Cancellation. The Company shall provide each holder of a Vested Option notice of the transactions contemplated by this Agreement within a reasonable period prior to the Closing informing such Option holder of his or her right to execute an Option Cancellation Agreement (the “Option Cancellation Agreement”) in lieu of exercising his or her Vested Option and receive the Option Consideration (as defined below), if any, in exchange for cancellation of such Option holder’s outstanding Vested Option. In the event an Option holder fails to execute an Option Cancellation Agreement with respect to any unexercised portion of his or her Vested Option prior to the Closing, such portion of such Option, to the extent not exercised prior to the Closing, shall be terminated and cancelled upon the Closing and the Option holder shall have no right to receive any consideration in respect of such termination and cancellation. For each Option holder who enters into an Option Cancellation Agreement, each outstanding Vested Option held by such Option holder shall be cancelled upon the Closing and converted into the right to receive an amount in cash equal to the product of (A) the aggregate number of shares of Common Stock covered by such Vested Option, multiplied by (B) the excess, if any, of the proceeds of the Asset Purchase distributed by the Company to holders of Common Stock on a per share basis over the exercise price per share of such Vested Option, when and as distributed to the holders of Common Stock, subject to compliance with Section 409A of the Code (the “Option Consideration”). Each Option (or portion thereof) that is outstanding immediately prior to the Closing that is not vested and does not otherwise vest under the terms of an agreement existing as of the Closing or as otherwise approved by the Company, on or prior to the Closing, shall be deemed cancelled and extinguished upon the Closing, with no further rights or consideration payable to the holder thereof. The Company shall take all actions necessary to effectuate the acceleration of any vesting of the Options set forth on Schedule 5.4(t) on or prior to the Closing and may condition such acceleration on the Option holder’s execution of an Option Cancellation Agreement with respect to all of such holder’s Options.
Option Cancellation. With respect to each Cash Out Option granted under the 1991 Stock Option Plan and the Supplemental Stock Option Plan that is not exercised prior to the consummation of the Merger (other than Exchange Options granted under the 1991 Stock Option Plan and the Supplemental Stock Option Plan), each such Cash Out Option will terminate effective as of the consummation of the Merger. With respect to each Cash Out Option granted under the 2003 Stock Incentive Plan (other than Exchange Options granted under the 2003 Stock Incentive Plan) that is not exercised prior to the consummation of the Merger, each such Cash Out Option will be cancelled in exchange for, with respect to each share of Company common stock subject to the Cash Out Option, a cash payment equal to the excess, if any, of the Merger Consideration over the exercise price of the Cash Out Option (less any applicable amounts withheld for Taxes).