Common use of Payments in Respect of Company Options Clause in Contracts

Payments in Respect of Company Options. Each then-outstanding and unexercised Company Option (whether vested or unvested) will be cancelled and the holder thereof will only have the right to receive an amount (subject to any applicable withholding Tax) in cash, without interest, equal to the product of (i) the excess, if any, of (A) the Per Share Merger Consideration over (B) the applicable exercise price per Company Common Share of such Company Option, multiplied by (ii) the total number of Company Common Shares subject to such Company Option (the “Option Consideration”); provided that each unexercised Company Option, whether vested or unvested, with an exercise price equal to or greater than the Per Share Merger Consideration will be cancelled immediately prior to the Effective Time without consideration therefor.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Myovant Sciences Ltd.), Agreement and Plan of Merger (Myovant Sciences Ltd.)

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Payments in Respect of Company Options. Each then-outstanding and unexercised Company Option (whether vested or unvested) will be cancelled and the holder thereof will only have the right to receive an amount (subject to any applicable withholding Tax) in cash, without interest, equal to the product of (iA) the excess, if any, of (A) the Per Share Merger Consideration over (B) the applicable exercise price per Company Common Share of such Company Option, multiplied by (iiB) the total number of Company Common Shares subject to such Company Option (the “Option Consideration”); provided , it being understood that each unexercised Company Option, whether vested or unvested, with an exercise price equal to or greater than the Per Share Merger Consideration will be cancelled immediately prior to the Effective Time without consideration therefor.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sumitomo Chemical Co., Ltd.), Agreement and Plan of Merger (Urovant Sciences Ltd.)

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