Payment to Option Holders Clause Samples

Payment to Option Holders. (a) Immediately prior to the Effective Time, the vesting of all Options shall be accelerated. At the Effective Time, by virtue of the Merger and without any further action on the part of ExamWorks, Merger Sub, the Company or the Securityholders, each such Option outstanding immediately prior to the Effective Time shall be canceled and retired, shall cease to exist, and shall be converted into the right to receive (i) as soon as practicable after the Effective Time, cash, without interest, in an amount equal to the Per Share Option Closing Consideration; and (ii) upon release pursuant to the terms of the Escrow Agreement, an amount in cash equal to the Per Share Escrow Consideration, subject to reduction, if any, to satisfy indemnification obligations in accordance with the terms of the Escrow Agreement and Article XI of this Agreement. For the avoidance of doubt, except as mutually agreed by the Parties, the Per Share Option Closing Consideration shall be paid by the Company through its first payroll subsequent to the Closing. (b) The Company’s board of directors shall, prior to the Effective Time, adopt such resolutions or take such other actions as are required so that the Company Benefit Plan(s) pursuant to which any Options were granted shall terminate as of the Effective Time, and the provisions in any other Company Benefit Plan(s) providing for the issuance, transfer or grant of any capital stock of the Company or any interest in respect of any capital stock of the Company shall be deleted as of the Effective Time, and to ensure that following the Effective Time no holder of an Option or any participant in any Company Benefit Plan shall have any right thereunder either: (y) to acquire any capital stock of the Company, the Surviving Corporation or ExamWorks, or (z) to receive compensation of any kind for termination, cancellation or other loss of such rights (except as expressly contemplated hereby). (c) All amounts payable pursuant to this Section 3.5 shall be paid by the Surviving Corporation in accordance with customary payroll practices without interest (except as mutually agreed by the Parties) and subject to any required withholding of Taxes. The Parties acknowledge that it shall be a condition precedent to delivery of any such payment, that such holder shall have delivered, in the case of an Option, a release in the form of Schedule 3.5(c) (an “Option Release”) and ExamWorks shall be entitled to withhold payment to any such Option holder until ...