Performance-Based Series C Options Sample Clauses

Performance-Based Series C Options. Each Series C First Southern Stock Option subject to performance-based vesting conditions (each, a “Performance-Based Series C First Southern Stock Option”) that is outstanding immediately prior to the Effective Time, shall, by virtue of this Agreement and without any action on the part of the holder thereof, become vested and exercisable to the extent provided for under its terms as of immediately prior to the Effective Time based on actual results in respect of the performance conditions applicable to such Performance-Based Series C First Southern Stock Option as of immediately prior to the Effective Time and, to the extent vested and exercisable, be cancelled and converted into such number of shares of First Southern Common Stock subject to such Performance-Based Series C First Southern Stock Option determined in accordance with the terms and conditions of the applicable award agreement in respect of such Performance-Based Series C First Southern Stock Option, which shares of First Southern Common Stock shall, without duplication, be treated as outstanding shares of First Southern Common Stock for purposes of this Agreement and each of which shall thereafter be converted into the Merger Consideration, less applicable withholding Taxes, with the unvested portion in respect of each such Performance-Based Series C First Southern Stock Option automatically cancelled at the Effective Time without consideration and without any action on the part of the holder thereof.